EXHIBIT 3.1             FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P.                  TABLE OF CONTENTS PageARTICLE 1DEFINITIONS1.1
     Definitions
     11.2
     Construction
     1ARTICLE IIORGANIZATION2.1
     Formation
     12.2
     Name
     12.3
     Registered Office; Registered Agent; Principal Office; Other Offices
     12.4
     Purpose and Business
     22.5
     Powers
     22.6
     Power of Attorney
     22.7
     Term
     32.8
     Title to Partnership Assets
     32.9
     Certain Undertakings to the Separateness of the Partnership
     3ARTICLE IIIRIGHTS OF LIMITED PARTNERS3.1
     Limitation of Liability
     53.2
     Management of Business
     53.3
     Outside Activities of the Limited Partners
     53.4
     Rights of the Limited Partners
     5ARTICLE IVCERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTEREST;
REDEMPTION OF PARTNERSHIP INTERESTS4.1
     Certificates
     64.2
     Mutilated, Destroyed, Lost or Stolen Certificates
     64.3
     Record Holders
     74.4
     Transfer Generally
     74.5
     Registration and Transfer of Limited Partner Interest
     74.6
     Transfer of General Partner Interest
     84.7
     Restrictions on Transfers
     84.8
     Citizenship Certificates; Non-citizen Assignees
     94.9
     Redemption of Partnership Interests of Non-citizen Assignees
     9ARTICLE VCAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS5.1
     Prior Contributions
     105.2
     Contribution of General Partner Interests; Initial Offering; Contributions bythe General Partner
     115.3
     Contributions by the Underwriters and the Employee Partnership
     115.4
     Interest and Withdrawal
     125.5
     Capital Accounts
     125.6
     Issuances of Additional Partnership Securities
     145.7
     [Reserved]
      145.8
     [Reserved]
     145.9
     Limited Preemptive Right
     145.10
     Splits and Combinations
     15 i   5.11
     Fully Paid and Non-Assessable Nature of Limited Partner Interests
     155.12
     Non-Voting Units
     15ARTICLE VIALLOCATIONS AND DISTRIBUTIONS6.1
     Allocations for Capital Account Purposes
     166.2
     Allocations for Tax Purposes
     186.3
     Requirement and Characterization of Distributions; Distributions to record Holders
     20ARTICLE VIIMANAGEMENT AND OPERATIONS OF BUSINESS7.1
     Management
     207.2
     Certificate of Limited Partnership
     227.3
     Restrictions on General Partner's Authority
     227.4
     Reimbursement of the General Partner
     237.5
     Outside Activities
     237.6
     Loans from the General Partner; Contacts with Affiliates; Certain Restrictions on the General Partner
     247.7
     Indemnification
     257.8
     Liability of Indemnitees
     267.9
     Resolution of Conflicts of Interest; Standard of Contact and Modification of Duties
     277.10
     Other Matters Concerning the General Partner
     287.11
     Purchase or Sale of Partnership Securities
     297.12
     Registration Rights of the General Partner and its Affiliates
     297.13
     Reliance by Third Parties
     31ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTS8.1
     Records and Accounting
     328.2
     Fiscal Year
     328.3
     Reports
     32ARTICLE IXTAX MATTERS9.1
     Tax Returns and Limited
     329.2
     Tax Elections
     339.3
     Tax Controversies
     339.4
     Withholding
     33ARTICLE XADMISSION OF PARTNERS10.1
     Admission of Limited Partners
     3310.2
     Admission of Successor General Partner
     3410.3
     Amendment of Agreement and Certificate of Limited Partnership
     34ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERS11.1
     Withdrawal of the General Partner
     3411.2
     Removal of the General Partner
     3511.3
     Interest of Departing General Partner and Successor General Partner
     3611.4
     [Reserved]
     3711.5
     Withdrawal of Limited Partners
     37ARTICLE XIIDISSOLUTION AND LIQUIDATION12.1
     Dissolution
     3712.2
     Continuation of the Business of the Partnership After Dissolution
     37 ii   12.3
     Liquidator
     3812.4
     Liquidation
     3812.5
     Cancellation of Certificate of Limited Partnership
     3912.6
     Return of Contributions
     3912.7
     Waiver of Partition
     3912.8
     Capital Account Restoration
     3912.9
     Certain Prohibited Acts
     39ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE13.1
     Amendments to be Adopted Solely by the General Partner
     3913.2
     Amendment Procedures
     4013.3
     Amendment Requirements
     4113.4
     Special Meetings
     4113.5
     Notice of a Meeting
     4213.6
     Record Date
     4213.7
     Adjournment
     4213.8
     Waiver of Notice
     4213.9
     Quorum
     4213.10
     Conduct of Meeting
     4213.11
     Action Without a Meeting
     4313.12
     Voting and Other Rights
     43ARTICLE XIVMERGER14.1
     Authority
     4414.2
     Procedure for Merger or Consolidation
     4514.3
     Approval by Limited Parnters of Merger or Consolidatoin
     4514.4
     Certificate of Merger
     4514.5
     Effect of Merger
     4614.6
     Amendment of Partnership Agreement
     46ARTICLE XVRIGHT TO ACQUIRE LIMITED PARTNER INTERESTS15.1
     Right to Acquire Limited Partner Interests
     46ARTICLE XVIGENERAL PROVISIONS16.1
     Addresses and Notices
     4716.2
     Further Action
     4816.3
     Binding Effect
     4816.4
     Intergration
     4816.5
     Creditors
     4816.6
     Waiver
     4816.7
     Counterparts
     4816.8
     Applicable Law
     4816.9
     Invalidity of Provisions
     4816.10
     Consent of Partners
     48 Attachment I-Defined Terms iii   FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P. THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P. dated effective as of August 29, 2005, is entered into by and among EPE Holdings, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1           Definitions.  The
 definitions listed on Attachment I shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms  used in this Agreement. 1.2           Construction.  Unless
the context requires otherwise: (a) any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms,  and the singular form of nouns,
pronouns and verbs shall include the plural and vice versa; (b) references to Articles
and Sections refer to Articles and Sections of this Agreement; (c) the terms include,
includes, including or words of like  import shall be deemed to
be followed by the words without limitation and (d) the terms hereof,
 herein or hereunder refer to this Agreement as a whole and not
to any particular provision of this Agreement.  The table of contents and headings
contained in this Agreement are for reference purposes only, and shall not affect in any
way the meaning or interpretation of this Agreement. ARTICLE II ORGANIZATION 2.1           Formation. The Partnership has been previously formed as a limited partnership pursuant to the
provisions of the Delaware Act.  The General Partner and the Limited Partners hereby
amend and restate in its entirety the Agreement of Limited Partnership of Enterprise GP
Holdings L.P., dated as of April 19, 2005.  Subject to the provisions of this Agreement,
the General Partner and the Limited Partners hereby continue the Partnership as a limited
partnership pursuant to the provisions of the Delaware Act. This amendment and
restatement shall become effective on the date of this Agreement. Except as expressly
provided to the contrary in this Agreement, the rights, duties (including fiduciary
duties), liabilities and obligations of the Partners and the administration, dissolution
and termination of the Partnership shall be governed by the Delaware Act. All Partnership
Interests shall constitute personal property of the owner thereof for all purposes. 2.2           Name.  The
name of the Partnership shall be Enterprise GP Holdings L.P. The Partnerships
business may be conducted under any other name or names as determined by the General
Partner, including the name of the General Partner. The words Limited Partnership, L.P., Ltd. or
similar words or letters shall be included in the Partnerships name where necessary
for the purpose of complying with the laws of any jurisdiction that so requires. The
General Partner may change the name of the Partnership at any time and from time to time
and shall notify the Limited Partners of such change in the next regular communication to
the Limited Partners. 2.3           Registered
Office; Registered Agent; Principal Office; Other Offices.  Unless and until changed
by the General Partner, the registered office of the Partnership in the State of Delaware
shall be located at 1209 Orange Street, New Castle County, Wilmington, Delaware 19801,
and the registered agent for service of process on the Partnership in the State of
Delaware at such registered office shall be The Corporation Trust Company. The principal
office of the Partnership shall be located at 2727 North Loop West, Suite 101, Houston,
Texas 77008-1044 or such other place as the General Partner may from time to time
designate by notice to the Limited Partners. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General Partner
deems necessary or appropriate. The address of the General Partner shall be 2727 North
Loop West, Suite 101, Houston, Texas 77008-1044 or such other place as the General
Partner may from time to time designate by  notice to the Limited Partners. 1   2.4           Purpose
and Business. The purpose and nature of the business to be conducted by the
Partnership shall be to engage in any business activity that is approved by the General
Partner and that lawfully may be conducted by a limited partnership organized pursuant to
the Delaware Act and, in connection therewith, to exercise all of the rights and powers
conferred upon the Partnership pursuant to the agreements relating to such business
activity; provided, however, unless approved by a majority of the independent
directors of the General Partners Board of Directors, the Partnerships
business shall be limited to owning partnership and related interests in the MLP and
owning the membership interests in the MLP General Partner; and provided further that
the General Partner
shall not cause the Partnership to engage, directly or indirectly in any business
activity that the General Partner determines would cause the Partnership, the MLP General
Partner or the MLP to be treated as an association taxable as a corporation or otherwise
taxable as an entity for federal income tax purposes.  The Partnership shall at all times
maintain a sufficient number of employees in light of its then current business
operations if adequate personnel and services are not provided to the Partnership under
the Administrative Services Agreement.  To the fullest extent permitted by law, the
General Partner shall have no duty or obligation to propose or approve, and may decline
to propose or approve, the conduct by the Partnership of any business free of any
fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in
declining to so propose or approve, shall not be required to act in good faith or
pursuant to any other standard imposed by this Agreement, any other agreement
contemplated hereby or under the Delaware Act or any other law, rule or regulation or at
equity. 2.5           Powers.  The
Partnership shall be empowered to do any and all acts and things necessary, appropriate,
proper, advisable, incidental to or convenient for the furtherance and accomplishment of
the purposes and business described in Section 2.4 and for the protection and benefit of
the Partnership. 2.6Power
of Attorney. (a)   Each
Limited Partner hereby constitutes and appoints the General Partner and, if a Liquidator
(other than the General Partner) shall have been selected pursuant to Section 12.3, the
Liquidator, severally (and any successor to either thereof by merger, transfer,
assignment, election or otherwise) and each of their authorized officers and
attorneys-in-fact, as the case may be, with full power of substitution, as his true and
lawful agent and attorney-in-fact, with full power and authority in his name, place and
stead, to: (i)       execute,
swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all
certificates, documents and other instruments (including this Agreement and the
Certificate of Limited Partnership and all amendments or restatements hereof or thereof)
that the General Partner or the Liquidator determines to be necessary or appropriate to
form, qualify or continue the existence or qualification of the Partnership as a limited
partnership (or a partnership in which the limited partners have limited liability) in
the State of Delaware and in all other jurisdictions in which the Partnership may conduct
business or own property; (B) all certificates, documents and other instruments that the
General Partner or the Liquidator determines to be necessary or appropriate to reflect,
in accordance with its terms, any amendment, change, modification or restatement of this
Agreement; (C) all certificates, documents and other instruments (including conveyances
and a certificate of cancellation) that the General Partner or the Liquidator determines
to be necessary or appropriate to reflect the dissolution and liquidation of the
Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and
other instruments relating to the admission, withdrawal, removal or substitution of any
Partner pursuant to, or other events described in, Article IV, X, XI or XII; (E) all
certificates, documents and other instruments relating to the determination of the
rights, preferences and privileges of any class or series of Partnership Securities
issued pursuant to Section 5.6; and (F) all certificates, documents and other
instruments (including agreements and a certificate of merger) relating to a merger,
consolidation or conversion of the Partnership pursuant to Article XIV; and (ii)       execute,
swear to, acknowledge, deliver, file and record all ballots, consents, approvals,
waivers, certificates, documents and other instruments that the General Partner or the
Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm
or ratify any vote, consent, approval, agreement or other action that is made or given by
the Partners hereunder or is consistent with the terms of this Agreement or (B)
effectuate the terms or intent of this 2   Agreement;
provided, that when required by Section 13.3 or any other provision of this Agreement
that establishes a percentage of the Limited Partners or of the Limited Partners of any
class or series required to take any action, the General Partner and the Liquidator may
exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary
vote, consent or approval of the Limited Partners or of the Limited Partners of such
class or series, as applicable. Nothing
contained in this Section 2.6(a) shall be construed as authorizing the General Partner to
amend this Agreement except in accordance with Article XIII or as may be otherwise
expressly provided for in this Agreement. (b)  The
foregoing power of attorney is hereby declared to be irrevocable and a power coupled with
an interest, and it shall survive and, to the maximum extent permitted by law, not be
affected by the subsequent death, incompetency, disability, incapacity, dissolution,
bankruptcy or termination of any Limited Partner and the transfer of all or any portion
of such Limited Partners Partnership Interest and shall extend to such Limited
Partners heirs, successors, assigns and personal representatives. Each such Limited
Partner hereby agrees to be bound by any representation made by the General Partner or
the Liquidator acting in good faith pursuant to such power of attorney; and each such
Limited Partner, to the maximum extent permitted by law, hereby waives any and all
defenses that may be available to contest, negate or disaffirm the action of the General
Partner or the Liquidator taken in good faith under such power of attorney. Each Limited
Partner shall execute and deliver to the General Partner or the Liquidator, within 15
days after receipt of the request therefor, such further designation, powers of attorney
and other instruments as the General Partner or the Liquidator may request in order to
effectuate this Agreement and the purposes of the Partnership. 2.7           Term.  The
term of the Partnership commenced upon the filing of the Certificate of Limited
Partnership in accordance with the Delaware Act and shall continue in existence until the
dissolution of the Partnership in accordance with the provisions of Article XII. The
existence of the Partnership as a separate legal entity shall continue until the
cancellation of the Certificate of Limited Partnership as provided in the Delaware Act. 2.8           Title
to Partnership Assets.  Title to Partnership assets, whether real, personal or mixed
and whether tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner, individually or collectively, shall have any ownership interest
in such Partnership assets or any portion thereof. Title to any or all of the Partnership
assets may be held in the name of the Partnership, the General Partner or one or more
third party nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which record title is held in the
name of the General Partner or one or more third party nominees shall be held by the
General Partner or such third party nominee for the use and benefit of the Partnership in
accordance with the provisions of this Agreement; provided, however, that the
General Partner shall use reasonable efforts to cause record title to such assets (other
than those assets in respect of which the General Partner determines that the expense and
difficulty of conveyancing makes transfer of record title to the Partnership
impracticable) to be vested in the Partnership as soon as reasonably practicable; provided,
further, that, prior to the withdrawal or removal of the General Partner or as soon
thereafter as practicable, the General Partner shall use reasonable efforts to effect the
transfer to the Partnership of record title to all Partnership assets held by the General
Partner, and, prior to any such transfer, will provide for the use of such assets in a
manner satisfactory to the General Partner. All Partnership assets shall be recorded as
the property of the Partnership in its books and records, irrespective of the name in
which record title to such Partnership assets is held. 2.9Certain
Undertakings Relating to the Separateness of the Partnership. (a)   Separateness
Generally.  The Partnership shall conduct its business and operations separate and
apart from those of any other Person (other than the General Partner) in accordance with
this Section 2.9. (b)  Separate
Records.  The Partnership shall (i) maintain its books and records and its accounts
separate from those of any other Person, (ii) maintain its financial records, which will
be used by it in its ordinary  course of business, showing its assets and liabilities
separate and apart from those of any other Person, (iii) not have its assets  and/or
liabilities included in a consolidated financial statement of any Affiliate of the
General Partner unless the General Partner shall cause appropriate notation to be made on
such Affiliates 3   consolidated
financial statements to indicate the separateness of the Partnership and the General
Partner and their assets and liabilities from such Affiliate and the assets and
liabilities of such Affiliate, and to indicate that the assets and liabilities of the
Partnership and the General Partner are not available to satisfy the debts and other
obligations of such Affiliate, and (iv) file its own tax returns separate from those of
any other Person, except to the extent that the Partnership is treated as a disregarded
entity for tax purposes or is not otherwise required to file tax returns under
applicable law or is required under applicable  law to file a tax return which is
consolidated with another Person. (c)   Separate
Assets.  The Partnership shall not commingle or pool its funds or other assets with
those of any other Person, except the General Partner, and shall maintain its assets in a
manner that is not costly or difficult to segregate, ascertain or otherwise identify as
separate from those of any other Person. (d)  Separate
Name.  The Partnership shall (i) conduct its business in its own name or in the name
of the General Partner, (ii) use separate stationery, invoices, and checks, (iii) correct
any known misunderstanding regarding its separate identity, and (iv) generally hold
itself out as an entity separate from any other Person (other than the General Partner). (e)   Separate
Credit.  The Partnership (i) shall pay its obligations and liabilities from its own
funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its
business operations, (iii) shall not pledge its assets for the benefit of any other
Person or guarantee or become obligated for the debts of any other Person, (iv) shall not
hold out its credit as being available to satisfy the obligations or liabilities of any
other Person, (v) shall not acquire obligations or debt securities (other than those
assumed and paid off on the Closing Date pursuant to the Contribution Agreement) of EPCO
or its Affiliates (other than the General Partner) nor the MLP, the MLP General Partner
or their subsidiaries or the Teppco MLP, the Teppco MLP General Partner or their
subsidiaries, (vi) shall not make loans, advances  or capital contributions to any
Person, and (vii) shall use its commercially reasonable efforts to cause the operative
documents under which the Partnership or the General Partner borrows money, is an issuer
of debt securities, or guarantees any such borrowing or issuance, to contain provisions
to the effect that (A) the lenders or purchasers of debt securities, respectively,
acknowledge that they have advanced funds or purchased debt securities, respectively, in
reliance upon the separateness of the Partnership and the General Partner from any other
Person, including any Affiliate of the General Partner and (B) the Partnership and the
General Partner have assets and liabilities that are separate from those of other
Persons, including any Affiliate of the General Partner; provided that, the Partnership
may engage in any transaction described in clauses (v) or (vi) of this Section 2.9(e) if
prior Special Approval has been obtained for such transaction and either (A) the Audit
and Conflicts Committee has determined (by Special Approval) that the borrower or
recipient of the credit support is not then insolvent and will not be rendered insolvent
as a result of such transaction or (B) in the case of transactions described in clause
(v), such transaction is completed through a public auction or a National Securities
Exchange. (f)   Separate
Formalities.  The Partnership shall (i) observe all partnership formalities and other
formalities required by its organizational documents, the laws of the jurisdiction of its
formation, or other laws, rules, regulations and orders of governmental authorities
exercising jurisdiction over it, (ii) engage in transactions with EPCO and its Affiliates
(other than the General Partner) or the MLP, the MLP General Partner or their
subsidiaries or Teppco MLP,Teppco MLP General Partner or their subsidiaries in
conformity with the requirements of Section 7.9, and (iii) subject to the terms of the
Administrative Services Agreement, promptly pay, from its own funds, and on a current
basis, a fair and reasonable share of general and administrative expenses, capital
expenditures, and costs for shared services performed by EPCO or Affiliates of EPCO
(other than the General Partner).  Each material contract between the Partnership or the
General Partner, on the one hand, and EPCO or Affiliates of EPCO (other than the General
Partner), on the other hand, shall be in writing. (g)  No
Effect.  Failure by the General Partner or the Partnership to comply with any of the
obligations set forth above shall not affect the status of the Partnership as a separate
legal entity, with its separate assets and separate liabilities. 4   ARTICLE III RIGHTS OF LIMITED PARTNERS 3.1           Limitation
of Liability.  The Limited Partners shall have no liability under this Agreement
except as expressly provided in this Agreement or the Delaware Act. 3.2           Management
of Business.  No Limited Partner, in its capacity as such, shall participate in the
operation, management or control (within the meaning of the Delaware Act) of the
Partnerships business, transact any business in the Partnerships name or have
the power to sign documents for or otherwise bind the Partnership. Any action taken by
any Affiliate of the General Partner or any officer, director, employee, member, manager,
general partner, agent or trustee of the General Partner or any of its Affiliates, or any
officer, director, employee, member, manager, general partner, agent or trustee of the
Partnership or its subsidiaries, in its capacity as such, shall not be deemed to be
participation in the control of the business of the Partnership by a limited partner of
the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not
affect, impair or eliminate the limitations on the liability of the Limited Partners
under this Agreement. 3.3           Outside
Activities of the Limited Partners. Subject to the provisions of Section 7.5 and the
Administrative Services Agreement, which shall continue to be applicable to the Persons
referred to therein, regardless of whether such Persons shall also be Limited Partners,
any Limited Partner shall be entitled to and may have business interests and engage in
business activities in addition to those relating to the Partnership, including business
interests and activities in direct competition with the Partnership and its subsidiaries.
 Neither the Partnership nor any of the other Partners shall have any rights by virtue of
this Agreement in any business ventures of any Limited Partner. 3.4Rights
of Limited Partners. (a)   In
addition to other rights provided by this Agreement or by applicable law, and except as
limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose
reasonably related to such Limited Partners interest as a Limited Partner in the
Partnership, upon reasonable written demand stating the purpose of such demand and at
such Limited Partners own expense: (i)       to
obtain true and full information regarding the status of the business and financial
condition of the Partnership; (ii)       promptly
after its becoming available, to obtain a copy of the Partnerships federal, state
and local income tax returns for each year; (iii)      to
obtain a current list of the name and last known business, residence or mailing address
of each Partner; (iv)      to
obtain a copy of this Agreement and the Certificate of Limited Partnership and all
amendments thereto, together with a copy of the executed copies of all powers of attorney
pursuant to which this Agreement, the Certificate of Limited Partnership and all
amendments thereto have been executed; (v)       to
obtain true and full information regarding the amount of cash and a description and
statement of the Net Agreed Value of any other Capital Contribution by each Partner and
that each Partner has agreed to contribute in the future, and the date on which each
became a Partner; and (vi)      to obtain such other information regarding the affairs of the Partnership as is just and reasonable. (b)  Notwithstanding
any other provision of this Agreement, the General Partner may keep confidential from the
Limited Partners, for such period of time as the General Partner deems reasonable, (i)
any information that the General Partner reasonably believes to be in the nature of trade
secrets or (ii) other information the 5   disclosure
of which the General Partner in good faith believes (A) is not in the  best interests of
the Partnership or its subsidiaries, (B) could damage the Partnerships or its
subsidiaries business or (C) that the Partnership or any of its subsidiaries is
required by law or by agreement with any third party to keep confidential (other than
agreements with Affiliates of the Partnership the primary purpose of which is to
circumvent the obligations set forth in this Section  3.4). ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS 4.1           Certificates.  Upon
the Partnerships issuance of Units to any Person, the Partnership shall issue, upon
the request of such Person, one or more Certificates in the name of such Person
evidencing the number of such Units being so issued. In addition, (a) upon the General
Partners request, the Partnership shall issue to it one or more Certificates in the
name of the General Partner evidencing its interests in the Partnership and (b) upon the
request of any Person owning any Partnership Securities, the Partnership shall issue to
such Person one or more Certificates evidencing such Partnership Securities. Certificates
shall be executed on behalf of the Partnership by the Chairman of the Board, President or
any Executive Vice President or Vice President and the Secretary or any Assistant
Secretary of the General Partner. No Unit Certificate shall be valid for any purpose until it has been
countersigned by the Transfer Agent;provided, however, that if the General Partner elects to issue Partnership Units in global form, the Unit Certificates shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Units have been duly registered in accordance with the directions of the Partnership. 4.2           Mutilated,
Destroyed, Lost or Stolen Certificates. (a)   If
any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers
of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent
shall countersign and deliver in exchange therefor, a new Certificate evidencing the same
number and type of Partnership Securities as the Certificate so surrendered. (b)  The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i)       makes
proof by affidavit, in form and substance satisfactory to the General Partner, that a
previously issued Certificate has been lost, destroyed or stolen; (ii)       requests
the issuance of a new Certificate before the General Partner has notice that the
Certificate has been acquired by a purchaser for value in good faith and without notice
of an adverse claim; (iii)      if
requested by the General Partner, delivers to the General Partner a bond, in form and
substance satisfactory to the General Partner, with surety or sureties and with fixed or
open penalty as the General Partner may direct to indemnify the Partnership, the
Partners, the General Partner and the Transfer Agent against any claim that may be made
on account of the alleged loss, destruction or theft of the Certificate; and (iv)      satisfies
any other reasonable requirements imposed by the General Partner. If
a Limited Partner fails to notify the General Partner within a reasonable period of time
after he has notice of the loss, destruction or theft of a Certificate,  and a transfer
of the Limited Partner Interests represented by the Certificate is registered before the
Partnership, the General Partner or the Transfer Agent receives such notification, the
Limited Partner shall be precluded from making any claim against the Partnership, the
 General Partner or the Transfer Agent for such transfer or for a new Certificate. 6   (c)   As
a condition to the issuance of any new Certificate under this Section 4.2, the General
Partner may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Transfer Agent) reasonably connected therewith. 4.3           Record
Holders.  The Partnership shall be entitled to recognize the Record Holder as the
Partner with respect to any Partnership Interest and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Partnership Interest on the
part of any other Person, regardless of whether the Partnership shall have actual or
other notice thereof, except as otherwise provided by law or any applicable rule,
regulation, guideline or requirement of any National Securities Exchange on which such
Partnership Interests are listed or admitted for trading. Without limiting the foregoing,
when a Person (such as a broker, dealer, bank, trust company or clearing corporation or
an agent of any of the foregoing) is acting as nominee, agent or in some other
representative capacity for another Person in acquiring and/or holding Partnership
Interests, as between the Partnership on the one hand, and such other Persons on the
other, such representative Person shall be the Record Holder of such Partnership Interest. 4.4Transfer
Generally. (a)   The
term transfer, when used in this Agreement with respect to a Partnership
Interest, shall be deemed to refer to a transaction (i) by which the General Partner
assigns its General Partner Interest to another Person and includes a sale, assignment,
gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by
law or otherwise or (ii) by which the holder of a Limited Partner Interest assigns such
Limited Partner Interest to another Person who is or becomes a Limited Partner, and
includes a sale, assignment, gift, exchange or any other disposition by law or otherwise,
including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or
mortgage. (b)  No
Partnership Interest shall be transferred, in whole or in part, except in accordance with
the terms and conditions set forth in this Article IV. Any transfer or purported transfer
of a Partnership Interest not made in accordance with this Article IV shall be null and
void. (c)   Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner of any or all of the issued and outstanding equity interests of the General Partner. 4.5Registration
and Transfer of Limited Partner Interests. (a)   The
General Partner shall keep or cause to be kept on behalf of the Partnership a register in
which, subject to such reasonable regulations as it may prescribe and subject to the
provisions of Section 4.5(b), the Partnership will provide for the registration and
transfer of Limited Partner Interests. The Transfer Agent is hereby appointed registrar
and transfer agent for the purpose of registering Units and transfers of such Units as
herein provided. The Partnership shall not recognize transfers of Certificates evidencing
Limited Partner Interests unless such transfers are effected in the manner described in
this Section 4.5. Upon surrender of a Certificate for registration of transfer of any
Limited Partner Interests evidenced by a Certificate, and subject to the provisions of
Section 4.5(b), the appropriate officers of the General Partner on behalf of the
Partnership shall execute and deliver, and in the case of Units, the Transfer Agent shall
countersign and deliver, in the  name of the holder or the designated transferee or
transferees, as required pursuant to the holders instructions, one or more new
ertificates evidencing the same aggregate number and type of Limited Partner Interests as
was evidenced by the Certificate so surrendered. (b)  Except
as otherwise provided in Section 4.9, the General Partner shall not recognize any
transfer of Limited Partner Interests until the Certificates evidencing such Limited
Partner Interests are surrendered for registration of transfer.  No charge shall be
imposed by the General Partner for such transfer; provided, that as a condition to the
issuance of any new Certificate under this Section 4.5, the General Partner may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed with respect thereto. 7   (c)       Subject
to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.7,
(iv) Section 4.8, (v) with respect to any series of Limited Partner Interests, the
provisions of any statement of designations or amendment to this Agreement establishing
such series, (vi) any contractual provisions binding on any Limited Partner and (vii)
provisions of applicable law including the Securities Act, Limited Partnership Interests
shall be freely transferable. 4.6Transfer
of General Partner Interest. (a)   Subject
to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer
all or any part of its General Partner Interest to a Person unless such transfer (i) has
been approved by the prior written consent or vote of the holders of at least a majority
of the Outstanding Units (excluding any Units held by the General Partner and its
Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to
(A) an Affiliate (other than an individual) of the General Partner or (B) another Person
(other than an individual) in connection with the merger or consolidation of the General
Partner with or into another Person or the transfer by the General Partner of all or
substantially all of its assets to another Person (other than an individual). (b)  Subject
to Section 4.6(c) below, on or after June 30, 2015, the General Partner may transfer all
or any of its General Partner Interest without Unitholder approval. (c)   Notwithstanding anything contained in this Agreement  to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person or replacement of the General Partner pursuant to Section 10.2 shall be permitted unless (i) the transferee or successor (as applicable) agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer or replacement would not result in the loss of limited liability of any Limited Partner or cause the Partnership, the MLP General Partner, the MLP or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so
treated or taxed), and (iii) for so long as any Affiliate of Duncan controls the General Partner, the organizational documents of the owner(s) of all the General Partner Interest, together, provide for the establishment of an Audit and Conflicts Committee to approve certain matters with respect to the General Partner and the Partnership, the selection of Independent Directors as members of such Audit and Conflicts Committee, and the submission of certain matters to the vote of such Audit and Conflicts Committee or to the requirement of Special Approval upon similar terms and conditions as set forth herein or in the limited liability company agreement of the General Partner, as the same exists as of the date of this Agreement so as to provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.  In the case of a transfer or replacement pursuant to and in compliance with this Section 4.6, the transferee or
successor (as applicable) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as a General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution. 4.7Restrictions
on Transfers. (a)   Except
as provided in Section 4.7(c) below, but notwithstanding the other provisions of this
Article IV, no transfer of any Partnership Interests shall be made if such transfer would
(i) violate the then applicable federal or state securities laws or rules and regulations
of the Commission, any state securities commission or any other governmental authority
with jurisdiction over such transfer, (ii) terminate the existence or qualification of
the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the
Partnership, the MLP  General Partner, the MLP or the Operating Partnership to be treated
as an association taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes (to the extent not already so treated or taxed). (b)  The
General Partner may impose restrictions on the transfer of Partnership Interests if it
reviews an Opinion of Counsel that determines that such restrictions are necessary to
avoid a significant risk of the Partnership, the MLP General Partner, the MLP or the
Operating Partnership becoming taxable as a corporation 8   or
otherwise becoming taxable as an entity for federal income tax purposes. The General
 Partner may impose such restrictions by amending this Agreement; provided, however,
that any amendment that would result in the delisting or suspension of trading of any
class of Limited Partner Interests on the principal  National Securities Exchange on
which such class of Limited Partner Interests is then listed or admitted for trading must
be approved,  prior to such amendment being effected, by the holders of at least a
majority of the Outstanding Limited Partner Interests of such class. (c)   Nothing
contained in this Article IV, or elsewhere in this Agreement, shall preclude the
settlement of any transactions involving Partnership Interests entered into through the
facilities of any National Securities Exchange on which such Partnership Interests are
listed for trading. 4.8Citizenship
Certificates; Non-citizen Assignees. (a)   If
the Partnership or any of its subsidiaries is or becomes subject to any federal, state or
local law or regulation that, the General Partner determines would create a substantial
risk of cancellation or forfeiture of any property in which the Partnership or any of its
subsidiaries has an interest based on the nationality, citizenship or other related
status of a Limited Partner, the General Partner may request any Limited Partner to
furnish to the General Partner, within 30 days after receipt of such request, an executed
Citizenship Certification or such other information concerning his nationality,
citizenship or other related status (or, if the Limited Partner is a nominee holding for
the account of another Person, the nationality, citizenship or other related status of
such Person) as the General Partner may request. If a Limited Partner fails to furnish to
the General Partner within the aforementioned 30-day period such Citizenship
Certification or other requested information or if upon receipt of such Citizenship
Certification or other requested information the General Partner determines that a
Limited Partner is not an Eligible Citizen, the Partnership Interests owned by such
Limited Partner shall be subject to redemption in accordance with the provisions of
Section 4.9. In addition, the General Partner may require that the status of any such
Limited Partner be changed to that of a Non-citizen Assignee and, thereupon, the General
Partner shall be substituted for such Non-citizen Assignee as the Limited Partner in
respect of his Limited Partner Interests. (b)  The
General Partner shall, in exercising voting rights in respect of Limited Partner
Interests held by it on behalf of Non-citizen Assignees, distribute the votes in the same
ratios as the votes of Partners (including the General Partner) in respect of Limited
Partner Interests other than those of Non-citizen Assignees are cast, either for, against
or abstaining as to the matter. (c)   Upon
dissolution of the Partnership, a Non-citizen Assignee shall have no right to receive a
distribution in kind pursuant to Section 12.4 but shall be entitled to the cash
equivalent thereof, and the Partnership shall provide cash in exchange for an assignment
of the Non-citizen Assignees share of any distribution in kind. Such payment and
assignment shall be treated for Partnership purposes as a purchase by the Partnership
from the Non-citizen Assignee of his Limited Partner Interest (representing his right to
receive his share of such distribution in kind). (d)  At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the General Partner, request that with respect to any Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.9, such Non-citizen Assignee be admitted as a Limited Partner, and upon approval of the General Partner, such Non-citizen Assignee shall be admitted as a Limited Partner and shall no longer constitute a Non-citizen Assignee, and the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-citizen Assignees Limited Partner Interests. 4.9
        Redemption of Partnership Interests of Non-citizen Assignees. (a)  
 If at any time a Limited Partner fails to furnish a Citizenship Certification or other information requested within the 30-day
period specified in Section 4.8(a), or if upon receipt of such Citizenship Certification or other information the General Partner
determines, with the advice of counsel, that a Limited Partner is not an Eligible Citizen, the Partnership may, unless the Limited
Partner establishes to the satisfaction 9   of
the General Partner that such Limited Partner is an Eligible Citizen or has transferred
his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a
Citizenship Certification to the General Partner  prior to the date fixed for redemption
as provided below, redeem the Limited Partner Interest of such Limited Partner as
follows: (i)       The
General Partner shall, not later than the 30th day before the date fixed for redemption,
give notice of redemption to the Limited Partner, at his last address designated on the
records of the Partnership or the Transfer Agent, by registered or certified mail,
postage prepaid. The notice shall be deemed to have been given when so mailed. The notice
shall specify the Redeemable Interests, the date fixed for redemption, the place of
payment, that payment of the redemption price will be made upon surrender of the
Certificate evidencing the Redeemable Interests and that on and after the date fixed for
redemption no further allocations or distributions to which the Limited Partner would
otherwise be entitled in respect of the Redeemable Interests will accrue or be made. (ii)       The
aggregate redemption price for Redeemable Interests shall be an amount equal to the
Current Market Price (the date of determination of which shall be the date fixed for
redemption) of Partnership Interests of the class to be so redeemed multiplied by the
number of Partnership Interests of each such class included among the Redeemable
Interests. The redemption price shall be paid as determined by the General Partner, in
cash or by delivery of a promissory note of the Partnership in the principal amount of
the redemption price, bearing interest at the rate of 10% annually and payable in three
equal annual installments of principal together with accrued interest, commencing one
year after the redemption date. (iii)      Upon
surrender by or on behalf of the Limited Partner, at the place specified in the notice of
redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in
blank or accompanied by an assignment duly executed in blank, the Limited Partner or his
duly authorized representative shall be entitled to receive the payment therefor. (iv)      After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Partnership Interests. (b)  The
provisions of this Section 4.9 shall also be applicable to Partnership Interests held by
a Limited Partner as nominee of a Person determined to be other than an Eligible Citizen. (c)   Nothing in this Section 4.9 shall prevent the recipient of a notice of redemption from transferring his Partnership Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Partnership Interest certifies to the satisfaction of the General Partner in a Citizenship Certification that he is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date. ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS 5.1           Prior
Contributions. (a)   In
connection with formation of the Partnership, the General Partner made certain Capital
Contributions to the Partnership in exchange for a 0.01% General Partner interest in the
Partnership and was admitted as the General Partner of the Partnership, and each of DFI
and Dan Duncan LLC made certain Capital Contributions to the Partnership in exchange for
a 95.0% Limited Partner Interest and a 4.99% Limited Partner Interest, respectively, in
the Partnership and were each admitted as a Limited Partner of the Partnership. 10   (b)  On
the date of this Agreement, DFI, Dan Duncan LLC and their Affiliates made additional
Capital Contributions to the Partnership consisting of a 100% equity interest in the MLP
General Partner and 13,454,498 common units of the MLP, subject to certain indebtedness
associated with those assets. 5.2           Continuation
of General Partner and Limited Partner Interests; Initial Offering; Contributions by the General Partner. (a)   The
Interest of the General Partner in the Partnership shall be continued as a 0.01% General
Partner Interest, subject to all of the rights, privileges and duties of the General
Partner under this Agreement. (b)  On
the Closing Date, the Limited Partner Interest of DFI in the Partnership shall be
unitized and converted into 70,941,059 Units, and the Limited Partner Interest of Dan
Duncan LLC in the Partnership shall be unitized and converted into 3,726,273 Units, and
such Limited Partner Interests shall be continued. (c)   Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner shall maintain its Percentage Interest without any requirement to make additional Capital Contributions. Except as set forth in Sections 11.3(c) and 12.2(ii), the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. 5.3           Contributions
by the Underwriters and the Employee Partnership. (a)   On
the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall
contribute to the Partnership cash in an amount equal to the Issue Price per Initial
Unit, multiplied by the number of Units specified in the Underwriting Agreement to be
purchased by such Underwriter at the Issue Price per Initial Unit at the Closing Date. In
exchange for such Capital Contributions by the Underwriters, the Partnership shall issue
Units to each Underwriter on whose behalf such Capital Contribution is made in an amount
equal to the quotient obtained by dividing (i) such cash contribution to the Partnership
by or on behalf of such Underwriter by (ii) the Issue Price per Initial Unit. (b)  On
the Closing Date and pursuant to the Underwriting Agreement, each Underwriter that
purchases Affiliate Units shall contribute to the Partnership cash in the amount equal to
the Offering Price per Initial Unit, multiplied by the number of Affiliate Units
specified in the Underwriting Agreement to be purchased by such Underwriter at the
Closing Date.  In exchange for such Capital Contribution by each such Underwriter, the
Partnership shall issue Units to each such Underwriter in an amount equal to the quotient
obtained by dividing (i) the cash contribution to the Partnership by or on behalf of such
Underwriter with respect to Affiliate Units by (ii) the Offering Price per Initial Unit. (c)   Upon
the exercise of the Over-Allotment Option, each Underwriter shall contribute to the
Partnership cash in an amount equal to the Issue Price per Initial Unit, multiplied by
the number of Units to be purchased by such Underwriter at the Option Closing Date. In
exchange for such Capital Contributions by the Underwriters, the Partnership shall issue
Units to each Underwriter on whose behalf such Capital Contribution was made in an amount
equal to the quotient obtained by dividing (i) the cash contributions to the Partnership
by or on behalf of such Underwriter by (ii) the Issue Price per Initial Unit. (d)  On
the Closing Date and pursuant to the Unit Purchase Agreement, the Employee Partnership
shall contribute to the Partnership cash in the amount of $50,999,984.  In exchange for
such Capital Contribution by the Employee Partnership, the Partnership shall issue
1,821,428 Units to the Employee Partnership. (e)   No
Units shall be issued or issuable as of or at the Closing Date other than (i) the Units
issuable pursuant to subparagraph (a) hereof in aggregate number equal to 10,778,572,
(ii) the Option Units as such term is used in the Underwriting Agreementin
aggregate number up to of the following units representing limited partner interests in
the Partnership (Units) 1,616,784 issuable upon exercise of the
Over-Allotment Option pursuant to subparagraph (c) hereof, (iii) the 1,821,428 Units
issuable to the Employee Partnership 11   pursuant to subparagraph (d) hereof, (iv)
the 70,941,059Units issuable to DFI and (v) the 3,726,273 Units issuable to Dan
Duncan LLC. 5.4           Interest and Withdrawal. No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled
 to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act. 5.5Capital
Accounts. (a)   The
Partnership shall maintain for each Partner (or a beneficial owner of Partnership
Interests held by a nominee in any case in which the nominee has furnished the identity
of such owner to the Partnership in accordance with Section 6031(c) of the Code or any
other method acceptable to the General Partner) owning a Partnership Interest a separate
Capital Account with respect to such Partnership Interest in accordance with the rules of
Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by
(i) the amount of all Capital Contributions made to the Partnership with respect to such
Partnership Interest pursuant to this Agreement and (ii) all items of Partnership income
and gain (including income and gain exempt from tax) computed in accordance with Section
5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1,
and decreased by (A) the amount of cash or Net Agreed Value of all actual and deemed
distributions of cash or property made with respect to such Partnership Interest pursuant
to this Agreement and (B) all items of Partnership deduction and loss computed in
accordance with Section 5.5(b) and allocated with respect to such Partnership Interest
pursuant to Section 6.1. (b)  For purposes of computing the amount of any item of income, gain, loss or deduction which is to be allocated pursuant to Article VI and is to be reflected in the Partners Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that: (i)       Solely
for purposes of this Section 5.5, the Partnership shall be treated as owning directly its
proportionate share (as determined by the General Partner based upon the provisions of
the MLP Partnership Agreement) of all property owned by the MLP, the Operating
Partnership and any other Subsidiary classified as a partnership for federal income tax
purposes. (ii)       All
fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a
Partnership Interest that can neither be deducted nor amortized under Section 709 of the
Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item
of deduction at the time such fees and other expenses are incurred and shall be allocated
among the Partners pursuant to Section 6.1. (iii)      Except
as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the
computation  of all items of income, gain, loss and deduction shall be made without
regard to any election under Section 754 of the Code which may be made by the Partnership
and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code,
without regard to the fact that such items are not includable in gross income or are
neither currently deductible nor capitalized for federal income tax purposes. To the
extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to
Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount of such adjustment
in the Capital Accounts shall be treated as an item of gain or loss. 12   (iv)      Any
income, gain or loss attributable to the taxable disposition of any Partnership property
shall be determined as if the adjusted basis of such property as of such date of
disposition were equal in amount to the Partnerships Carrying Value with respect to
such property as of such date. (v)       In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined (A) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment and (B) using a rate of depreciation, cost recovery or amortization derived from the same method
and useful life (or, if applicable, the remaining useful life) as is applied for federal income tax purposes;provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any method that the General Partner may adopt. (vi)      If the Partnerships adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall, solely for purposes hereof, be deemed to be an additional depreciation or cost recovery deduction in the year such property is placed in service and shall be allocated among the Partners pursuant to Section 6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code shall, to the extent possible, be allocated in the same manner to the Partners to whom such deemed deduction was allocated. (c)   A
transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital
Account of the transferor relating to the Partnership Interest so transferred. (d)  (i)  In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services or the conversion of the General Partners Purchased Interest to Units pursuant to Section 11.3(c), the Capital Account of all Partners and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance and had been allocated to the Partners at such time pursuant to Section 6.1 in the same manner as any item of gain or loss
actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt;provided, however, that the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time. The General Partner shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties. (ii)       In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to
any actual or deemed distribution to a Partner of any Partnership property (other than a
distribution of cash that is not in redemption or retirement of a Partnership Interest),
the Capital Accounts of all Partners and the Carrying Value of all Partnership property
shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss
had been recognized in a sale of such property immediately prior to such distribution for
an amount equal to its fair market value, and had been allocated to the Partners, at such
time, pursuant to Section 6.1 in the same manner as any item of gain or loss actually
recognized during such period would have been allocated. In determining such Unrealized
Gain or Unrealized Loss the aggregate cash amount and fair market value of all
Partnership 13   assets
(including cash or cash equivalents) immediately prior to a distribution shall (A) in the
case of an actual  distribution that is not made pursuant to Section 12.4 or in the case
of a deemed contribution and/or distribution occurring as a result of a termination of
the Partnership pursuant to Section 708 of the Code, be determined and allocated in the
same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating
distribution pursuant to Section 12.4, be determined and allocated by the Liquidator
using such method of valuation as it may adopt. 5.6Issuances
of Additional Partnership Securities. (a)   The
Partnership may issue additional Partnership Securities and options, rights, warrants and
appreciation rights relating to the Partnership Securities for any Partnership purpose at
any time and from time to time to such Persons for such consideration and on such terms
and conditions as the General Partner shall determine, all without the approval of any
Limited Partners. (b)  Each
additional Partnership Security authorized to be issued by the Partnership pursuant to
Section 5.6(a) may be issued in one or more classes, or one or more series of any
such classes, with such designations, preferences, rights, powers and duties (which may
be senior to existing classes and series of Partnership Securities), as shall be fixed by
the General Partner, including (i) the right to share in Partnership profits and losses
or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights
upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and
conditions upon which, the Partnership may or shall be required to redeem the Partnership
Security (including sinking fund provisions); (v) whether such Partnership Security is
issued with the privilege of conversion or exchange and, if so, the terms and conditions
of such conversion or exchange; (vi) the terms and conditions upon which each Partnership
Security will be issued, evidenced by certificates and assigned or transferred; (vii) the
method for determining the Percentage Interest as to such Partnership Security; and
(viii) the right, if any, of each such Partnership Security to vote on Partnership
matters, including matters relating to the relative rights, preferences and privileges of
such Partnership Security. (c)   The
General Partner is hereby authorized and directed to take all actions that it determines
to be necessary or appropriate in connection with (i) each issuance of Partnership
Securities and options, rights, warrants and appreciation rights relating to Partnership
Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner
Interest into Partnership Units pursuant to the terms of this Agreement, (iii) the
admission of additional Limited Partners and (iv) all additional issuances of Partnership
Securities. The General Partner shall determine the relative rights, powers and duties of
the holders of the Partnership Units or other Partnership Securities being so issued. The
General Partner shall do all things necessary to comply with the Delaware Act and is
authorized and directed to do all things that it determines to be necessary or
appropriate in connection with any future issuance of Partnership Securities or in
connection with the conversion of the General Partner Interest into Partnership Units
pursuant to the terms of this Agreement, including compliance with any statute, rule,
regulation or guideline of any federal, state or other governmental agency or any
National Securities Exchange on which the Partnership Units or other Partnership
Securities are listed or admitted for trading. (d)   No fractional Partnership Units shall be issued by the Partnership. 5.7           [Reserved].  5.8           [Reserved].  5.9           Limited Preemptive Right.  Except as provided in this Section 5.9 and in Section 5.2, no Person
shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether
unissued, held in the treasury or hereafter created.  The General Partner shall have the right, which it may from time to time
assign in whole or in part to any of its Affiliates, to purchase Partnership Securities from the Partnership whenever, and on the
 same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and its Affiliates, to
the extent necessary to maintain the Percentage Interests (other than the General Partner Interest) of the 14   General
Partner and its Affiliates equal to that which existed immediately prior to the issuance
of such Partnership Securities. 5.10         Splits
and Combinations. (a)   Subject
to Section 5.10(d), the Partnership may make a Pro Rata distribution of Partnership
Securities to all Record Holders or may effect a subdivision or combination of
Partnership Securities so long as, after any such event, each Partner shall have the same
Percentage Interest in the Partnership as before such event, and any amounts calculated
on a per Partnership Unit basis or stated as a number of Partnership Units are
proportionately adjusted retroactive to the beginning of the Partnership. (b)  Whenever
such a distribution, subdivision or combination of Partnership Securities is declared,
the General Partner shall select a Record Date as of which the distribution, subdivision
or combination shall be effective and shall send notice thereof at least 20 days prior to
such Record Date to each Record Holder as of a date not less than 10 days prior to the
date of such notice. The General Partner also may cause a firm of independent public
accountants selected by it to calculate the number of Partnership Securities to be held
by each Record Holder after giving effect to such distribution, subdivision or
combination. The General Partner shall be entitled to rely on any certificate provided by
such firm as conclusive evidence of the accuracy of such calculation. (c)   Promptly
following any such distribution, subdivision or combination, the Partnership may issue
Certificates to the Record Holders of Partnership Securities as of the applicable Record
Date representing the new number of Partnership Securities held by such Record Holders,
or the General Partner may adopt such other procedures that it determines to be necessary
or appropriate to reflect such changes. If any such combination results in a smaller
total number of Partnership Securities Outstanding, the Partnership shall require, as a
condition to the delivery to a Record Holder of such new Certificate, the surrender of
any Certificate held by such Record Holder immediately prior to such Record Date. (d)  The
Partnership shall not issue fractional Partnership Units upon any distribution,
subdivision or combination of Partnership Units. If a distribution, subdivision or
combination of Partnership Units would result in the issuance of fractional Partnership
Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each
fractional Partnership Unit shall be rounded to the nearest whole Partnership Unit (and a
0.5 Partnership Unit shall be rounded to the next higher Partnership Unit). 5.11         Fully
Paid and Non-Assessable Nature of Limited Partner Interests.  All Limited Partner
Interests issued pursuant to, and in accordance with the requirements of, this Article V
shall be fully paid and non-assessable Limited Partner Interests in the Partnership,
except as such non-assessability may be affected by Section 17-607 of the Delaware Act. 5.12         Non-Voting Units.  Pursuant to Section 5.6, the General Partner hereby designates and creates a special class of Partnership Units to be designated as Non-Voting Units and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Non-Voting Units as follows: (a)   Except
as otherwise provided in this Agreement, each Non-Voting Unit shall be identical to a
Unit, and each holder of a Non-Voting Unit shall have all the rights of a holder of a
Unit with respect to Partnership distributions and allocations of income, gain, loss or
deductions. (b)  Holders
of the Non-Voting Units shall not have voting rights, and the Partnership may take any
action, including the amendment of this Agreement, without the vote or approval of any
holder of Non-Voting Units, including an action to create under the provisions of this
Agreement a class or group of Partnership Securities that was not previously outstanding.
 The Non-Voting Units shall not be deemed to be Outstanding for purposes of determining
whether a quorum is present or whether the approval of the holders of the requisite
number of Partnership Units has been obtained. 15   (c)   Each
Non-Voting Unit shall be convertible from time to time, in whole, but not in part, at the
option of the holder thereof, into one Unit from and after the date on which the issuance
of Units upon conversion of the Non-Voting Units has been approved either (i) by holders
of not less than a majority of the Partnership Units (not including for this purpose the
Non-Voting Units) present and entitled to vote at a meeting of Unitholders called to
consider and vote thereon, or (ii) by the holders of a majority of the outstanding
Partnership Units (not including for this purpose the Non-Voting Units) pursuant to
written consents solicited by the Partnership without a meeting, in either case in
accordance with all applicable rules and regulations promulgated by the Commission and
the National Securities Exchange on which the Partnership Units or other Partnership
Securities are listed or admitted to trading.  The Non-Voting Units are not otherwise
convertible except as provided in this Section 5.12(c). (d)  Before
any holder of Non-Voting Units shall be entitled to convert such holders Non-Voting
Units into Units, such holder shall surrender the Certificates evidencing the Non-Voting
Units, duly endorsed, at the office of the General Partner or of any transfer agent for
the Non-Voting Units, whereupon the Partnership shall, as soon as practicable thereafter,
issue and deliver at such office to such holder of Non-Voting Units one or more
Certificates evidencing Units, registered in the name of such holder, for the number of
Units to which the holder shall be entitled.  Such conversion shall be deemed to have
been made as of the date of the surrender of the Non-Voting Units to be converted. (e)   The Certificates evidencing Non-Voting Units shall be separately identified and shall not bear the same CUSIP number, if any, as the Certificates evidencing Units. ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1           Allocations
for Capital Account Purposes.  For purposes of maintaining the Capital Accounts and
in determining the rights of the Partners among themselves, the Partnerships items
of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be
allocated among the Partners in each taxable year (or portion thereof) as provided herein
below. (a)Net
Income and Net Loss. (i)       Net
Income.  After giving effect to the special allocations set forth in Section 6.1(b)
and any allocations to other Partnership Securities, Net Income for each taxable year and
all items of income, gain, loss and deduction taken into account in computing Net Income
for such taxable year shall be allocated to the Partners in accordance with their
respective Percentage Interests. (ii)       Net
Losses.  After giving effect to the special allocations set forth in Section 6.1(b)
and any allocations to other Partnership Securities, Net Losses for each taxable period
and all items of income, gain, loss and deduction taken into account in computing Net
Losses for such taxable period shall be allocated to the Partners in accordance with
their respective Percentage Interests; provided that Net Losses shall not be allocated
pursuant to this Section 6.1(b) to the extent that such allocation would cause any
Partner to have a deficit balance in its Adjusted Capital Account at the end of such
taxable year (or increase any existing deficit balance in its Adjusted Capital Account),
instead any such Net Losses shall be allocated to Partners with positive Adjusted Capital
Accounts in accordance with their Percentage Interests until such positive Adjusted
Capital Accounts are reduced to zero, and thereafter to the General Partner. (b)  Special
Allocations. Notwithstanding any other provision of this Section 6.1, the following
special allocations shall be made for such taxable period: (i)       Partnership
Minimum Gain Chargeback. Notwithstanding any  other provision of this Section 6.1, if
there is a net decrease in Partnership Minimum Gain during any Partnership taxable
period, each Partner shall be allocated items of Partnership income and gain for such
period (and, if 16   necessary, subsequent
periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6),
1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this
Section 6.1(b), each Partners Adjusted Capital Account balance shall be determined,
and the allocation of income or gain required hereunder shall be effected, prior to the
application of any other allocations pursuant to this Section 6.1(b) with respect to such
taxable period (other than an allocation pursuant to Sections 6.1(b)(v) and 6.1(b)(vi)).
This Section 6.1(b)(i) is intended to comply with the Partnership Minimum Gain chargeback
requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted
consistently therewith. (ii)       Chargeback
of Partner Nonrecourse Debt Minimum Gain.  Notwithstanding the other provisions of
this Section 6.1 (other than Section 6.1(b)(i)), except as provided in Treasury
Regulation Section 1.704-2(i)(4),  if there is a net decrease in Partner Nonrecourse Debt
Minimum Gain during any Partnership taxable period, any Partner with a share of Partner
Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated
items of Partnership income and gain for such period (and, if necessary, subsequent
periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2
(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section
6.1(b), each Partners Adjusted Capital Account balance shall be determined, and the
allocation of income or gain required hereunder shall be effected, prior to the
application of any other allocations pursuant to this Section 6.1(b), other than Section
6.1(b)(i) and other than an allocation pursuant to Sections 6.1(b)(v) and
6.1(b)(vi), with respect to such taxable period. This Section 6.1(b)(ii) is intended
to comply with the chargeback of items of income and gain requirement in Treasury
Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii)      Qualified
Income Offset.  In the event any Partner unexpectedly receives any adjustments,
allocations or distributions described in Treasury Regulation Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of
Partnership income and gain shall be specially allocated to such Partner in an amount and
manner sufficient to eliminate, to the extent required by the Treasury Regulations
promulgated under Section 704(b) of the Code, the deficit balance, if any, in its
Adjusted Capital Account created by such adjustments, allocations or distributions as
quickly as possible unless such deficit balance is otherwise eliminated pursuant to
Section 6.1(b)(i) or (ii). (iv)      Gross
Income Allocations.  In the event any Partner has a deficit balance in its Capital
Account at the end of any Partnership taxable period in excess of the sum of (A) the
amount such Partner is required to restore pursuant to the provisions of this Agreement
and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury
Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially
allocated items of Partnership gross income and gain in the amount of such excess as
quickly as possible; provided, that an allocation pursuant to this Section 6.1(b)(iv)
shall be made only if and to the extent that such Partner would have a deficit balance in
its Capital Account as adjusted after all other allocations provided for in this Section
6.1 have been tentatively made as if this Section 6.1(b)(iv) were not in this Agreement. (v)       Nonrecourse
Deductions.  Nonrecourse Deductions for any taxable period shall be allocated to the
Partners in accordance with their respective Percentage Interests. If the General Partner
determines that the Partnerships Nonrecourse Deductions should be allocated in a
different ratio to satisfy the safe harbor requirements of the Treasury Regulations
promulgated under Section 704(b) of the Code, the General Partner is authorized,
upon notice to the other Partners, to revise the prescribed ratio to the numerically
closest ratio that does satisfy such requirements. (vi)Partner Nonrecourse Deductions.  Partner Nonrecourse Deductions
for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse
Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more
than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions 17   attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic
Risk of Loss. (vii)Nonrecourse Liabilities.  For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests. (viii)Code Section 754 Adjustments.  To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. (ix)      Curative
Allocation. A.   Notwithstanding
any other provision of this Section 6.1, other than the Required Allocations, the
Required Allocations shall be taken into account in making the Agreed Allocations so
that, to the extent possible, the net amount of items of income, gain, loss and deduction
allocated to each Partner pursuant to the Required Allocations and the Agreed
Allocations, together, shall be equal to the net amount of such items that would have
been allocated to each such Partner under the Agreed Allocations had the Required
Allocations and the related Curative Allocation not otherwise been provided in this
Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1)
Nonrecourse Deductions shall not be taken into account except to the extent that there
has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions
shall not be taken into account except to the extent that there has been a decrease in
Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(b)(ix)(A)
shall only be made with respect to Required Allocations to the extent the General Partner
determines that such allocations will otherwise be inconsistent with the economic
agreement among the Partners. Further, allocations pursuant to this Section 6.1(b)(ix)(A)
shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to
the extent the General Partner determines that such allocations are likely to be offset
by subsequent Required Allocations. B.   The
General Partner shall, with respect to each taxable period, (1) apply the provisions of
Section 6.1(b)(ix)(A) in whatever order is most likely to minimize the economic
distortions that might otherwise result from the Required Allocations, and (2) divide all
allocations pursuant to Section 6.1(b)(ix)(A) among the Partners in a manner that is
likely to minimize such economic distortions. 6.2           Allocations
for Tax Purposes. (a)   Except
as otherwise provided herein, for federal income tax purposes, each item of income, gain,
loss and deduction shall be allocated among the Partners in the same manner as its
correlative item of book income, gain, loss or deduction is allocated
pursuant to Section 6.1. (b)  In
an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or
Adjusted Property, items of income, gain, loss,  depreciation, amortization and cost
recovery deductions shall be allocated for federal income tax purposes among the Partners
as follows: 18   (i)       (A)
 In the case of a Contributed Property, such items attributable thereto shall be
allocated among the Partners in the manner provided under Section 704(c) of the Code that
takes into account the variation between the Agreed Value of such property and its
adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual
Loss attributable to a Contributed Property shall be allocated among the Partners in the
same manner as its correlative item of book gain or loss is allocated
pursuant to Section 6.1. (ii)      (A)
 In the case of an Adjusted Property, such items shall (1) first, be allocated among the
Partners in a manner consistent with the principles of Section 704(c) of the Code to take
into account the Unrealized Gain or Unrealized Loss attributable to such property and the
allocations thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in the
event such property was originally a Contributed Property, be allocated among the
Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of
Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated
among the Partners in the same manner as its correlative item of book gain or
loss is allocated pursuant to Section 6.1. (iii)      The General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities. (c)   For
the proper administration of the Partnership and for the preservation of uniformity of
the Limited Partner Interests (or any class or classes thereof), the General Partner
shall (i) adopt such conventions as it deems appropriate in determining the amount of
depreciation, amortization and cost recovery deductions; (ii) make special allocations
for federal income tax purposes of income (including gross income) or deductions; and
(iii) amend the provisions of this Agreement as appropriate (A) to reflect the proposal
or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the
Code or (B) otherwise to preserve or achieve uniformity of the Limited Partner Interests
(or any class or classes thereof). The General Partner may adopt such conventions, make
such allocations and make such amendments to this Agreement as provided in this Section
6.2(c) only if such conventions, allocations or amendments would not have a material
adverse effect on the Partners, the holders of any class or classes of Limited Partner
Interests issued and Outstanding or the Partnership, and if such allocations are
consistent with the principles of Section 704 of the Code. (d)  The
General Partner may determine to depreciate or amortize the portion of an adjustment
under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted
Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate
derived from the depreciation or amortization method and useful life applied to the
Partnerships common basis of such property, despite any inconsistency of such
approach with Treasury Regulation Section 1.167(c)-l(a)(6). If the General Partner
determines that such reporting position cannot reasonably be taken, the General Partner
may adopt depreciation and amortization conventions under which all purchasers acquiring
Limited Partner Interests in the same month would receive depreciation and amortization
deductions, based upon the same applicable rate as if they had purchased a direct
interest in the Partnerships property. If the General Partner chooses not to
utilize such aggregate method, the General Partner may use any other depreciation and
amortization conventions to preserve the uniformity of the intrinsic tax characteristics
of any Limited Partner Interests so long as such conventions would not have a material
adverse effect on the Limited Partners or the Record Holders of any class or classes of
Limited Partner Interests. (e)   Any
gain allocated to the Partners upon the sale or other taxable disposition of any
Partnership asset shall, to the extent possible, after taking into account other required
allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in
the same proportions and to the same extent as such Partners (or their predecessors in
interest) have been allocated any deductions directly or indirectly giving rise to the
treatment of such gains as Recapture Income. (f)   All
items of income, gain, loss, deduction and credit recognized by the Partnership for
federal income tax purposes and allocated to the Partners in accordance with the
provisions hereof shall be determined without regard to any election under Section 754 of
the Code which may be made by the Partnership; provided, 19   however,
that such allocations, once made, shall be adjusted (in the manner determined by the
General Partner) to take into account those adjustments permitted or required by Sections
734 and 743 of the Code. (g)  Each
item of Partnership income, gain, loss and deduction attributable to a transferred
Partnership Interest, shall for federal income tax purposes, be determined on an annual
basis and prorated on a monthly basis and shall be allocated to the Partners as of the
opening of the principal National Securities Exchange on which the Units are then traded
on the first Business Day of each month; provided, however, that such items for
the period beginning on the Closing Date and ending on the last day of the month in which
the Option Closing Date or the expiration of the Over-Allotment Option occurs shall be
allocated to the Partners as of the opening of the National Securities Exchange on which
the Units are then traded on the first Business Day of the next succeeding month; and provided,
further, that gain or loss on a sale or other disposition of any assets of the
Partnership other than in the ordinary course of business shall be allocated to the
Partners as of the opening of the National Securities Exchange on which the Units are
then traded on the first Business Day of the month in which such gain or loss is
recognized for federal income tax purposes. The General Partner may revise, alter or
otherwise modify such methods of allocation to the extent permitted or required by
Section 706 of the Code and the regulations or rulings promulgated thereunder. (h)  Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner. 6.3           Requirement
and Characterization of Distributions; Distributions to Record Holders. (a)   Within
50 days following the end of each Quarter commencing with the Quarter ending on September
30, 2005, an amount equal to 100% of Available Cash with respect to such Quarter shall,
subject to Section 17-607 of the Delaware Act, be distributed in accordance with this
Article VI by the Partnership to the Partners in accordance with their respective
Percentage Interests as of the Record Date selected by the General Partner.  All
distributions required to be made under this Agreement shall be made subject to Section 17-607
of the Delaware Act. (b)  Notwithstanding
Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all
receipts received during or after the Quarter in which the Liquidation Date occurs shall
be applied and distributed solely in accordance with, and subject to the terms and
conditions of, Section 12.4. (c)   The
General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld
with respect to, all or less than all of the Partners, as a distribution of Available
Cash to such Partners. (d)  Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnerships liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS 7.1Management. (a)   The
General Partner shall conduct, direct and manage all activities of the Partnership.
Except as otherwise expressly provided in this Agreement, all management powers over the
business and affairs of the Partnership shall be exclusively vested in the General
 Partner, and no Limited Partner shall have any management power over the business and
affairs of the Partnership. In addition to the  powers now or hereafter granted a general
partner of a limited partnership under applicable law or that are granted to the General
Partner 20   under
any other provision of this Agreement, the General Partner, subject to Sections 2.9, 7.3
and 12.9, shall have full power and authority to do all things and on such terms as it
determines to be necessary or appropriate to conduct the business of the Partnership, to
exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in
Section 2.4, including the following: (i)       the
making of any expenditures, the lending or borrowing of money, the assumption or
guarantee of, or other contracting for, indebtedness and other liabilities, the issuance
of evidences of indebtedness, including indebtedness that is convertible into Partnership
Securities, and the incurring of any other obligations; (ii)       the
making of tax, regulatory and other filings, or rendering of periodic or other reports to
governmental or other agencies having jurisdiction over the business or assets of the
Partnership; (iii)      the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any
or all of the assets of the Partnership or the merger or other combination of the
Partnership with or into another Person (the matters described in this clause (iii) being
subject, however, to any prior approval that may be required by Section 7.3 and
Article XIV); (iv)      the
use of the assets of the Partnership (including cash on hand) for any purpose consistent
with the terms of this Agreement, including the financing of the conduct of the
operations of the Partnership; subject to Section 7.6(a), the lending of funds to other
Persons; and the repayment or guarantee of obligations of the Partnership or the General
Partner; (v)       the
negotiation, execution and performance of any contracts, conveyances or other instruments
(including instruments that limit the liability of the Partnership under contractual
arrangements to all or particular assets of the Partnership, with the other party to the
contract to have no recourse against the General Partner or its assets other than its
interest in the Partnership, even if same results in the terms of the transaction being
less favorable to the Partnership than would otherwise be the case); (vi)      the
distribution of Partnership cash; (vii)     the
selection and dismissal of employees (including employees having titles such as president, vice
president, secretary and treasurer) and agents, outside
attorneys, accountants, consultants and contractors and the determination of their
compensation and other terms of employment or hiring; (viii)     the
maintenance of such insurance for the benefit of the Partnership, the Partners and the
Indemnitees as it deems necessary or appropriate (if such insurance is not maintained
pursuant to the Administrative Services Agreement); (ix)      the
formation of, or acquisition of an interest in, and the contribution of cash or property
and the making of loans to, any further limited or general partnerships, joint ventures,
limited liability companies, corporations or other relationships (including the
acquisition of interests in the MLP and the contributions of cash or property to the MLP
General Partner from time to time) subject to the restrictions set forth in Sections 2.4
and 2.9; (x)       the
control of any matters affecting the rights and obligations of the Partnership, including
the  bringing and defending of actions at law or in equity and otherwise engaging in the
conduct of litigation, arbitration or mediation and the incurring of legal expense and
the settlement of claims and litigation; 21   (xi)      the
indemnification of any Person against liabilities and contingencies to the extent
permitted by law; (xii)     the
entering into of listing agreements with any National Securities Exchange and the
delisting of some or all of the Limited Partner Interests from, or requesting that
trading be suspended on, any such exchange (subject to any prior approval that may be
required under Section 4.8); (xiii)     the
purchase, sale or other acquisition or disposition of Partnership Securities, or the
issuance of options, rights, warrants and appreciation rights relating to Partnership
Securities; (xiv)     the
undertaking of any action in connection with the Partnerships participation in themanagement
of the MLP through its ownership of the MLP General Partner and certain common units
representing limited partner interestsin the MLP; and (xv)      cause to be registered for resale under the Securities Act and applicable state securities laws, the Partnership Securities held by the General Partner or any Affiliate of the General Partner;provided, howeverthat such registration for resale of any Partnership Securities shall be subject to certain restrictions and limitations. (b)  Notwithstanding
any other provision of this Agreement, the Delaware Act or any applicable law, rule or
regulation, each of the Partners and each other Person who may acquire an interest in
Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery
and performance by the parties thereto of the Underwriting Agreement, the Administrative
Services Agreement, and the other agreements described in or filed as a part of the
Registration Statement that are related to the transactions contemplated by the
Registration Statement; (ii) agrees that the General Partner (on its own or through any
officer of the Partnership) is authorized to execute, deliver and perform the agreements
referred to in clause (i) of this sentence and the other agreements, acts, transactions
and matters described in or contemplated by the Registration Statement on behalf of the
Partnership without any further act, approval or vote of the Partners or the other
Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the
execution, delivery or performance by the General Partner, the Partnership or any
Affiliate of either of them, of this Agreement or any agreement authorized or permitted
under this Agreement (including the exercise by the General Partner or Partnership of the
rights accorded pursuant to Article XV), shall not constitute a breach by the General
Partner of any duty that the General Partner may owe the Partnership or the Limited
Partners or any other Persons under this Agreement (or any other agreements) or of any
duty stated or implied by law or equity. 7.2           Certificate
of Limited Partnership.?  The General Partner has caused the Certificate of Limited
Partnership to be filed with the Secretary of State of the State of Delaware as required
by the Delaware Act and shall use all reasonable efforts to cause to be filed such other
certificates or documents that the General Partner determines to be necessary or
appropriate for the formation, continuation, qualification and operation of a limited
partnership (or a partnership in which the limited partners have limited liability) in
the State of Delaware or any other state in which the Partnership may elect to do
business or own property. To the extent that the General Partner determines such action
to be necessary or appropriate, the General Partner shall file amendments to and
restatements of the Certificate of Limited Partnership and do all things to maintain the
Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner. 7.3           Restrictions
on General Partners Authority.  Except as provided in Articles XII and XIV, the
General Partner may not sell, exchange or otherwise dispose of all or substantially all
of the Partnerships assets in a single transaction or a series of related
transactions (including by way of merger, consolidation or other combination or sale of
ownership interests) or approve on behalf of the Partnership the sale, exchange or other
disposition of all or substantially all of the assets of the Partnership, without the
approval of holders of  a majority of Outstanding Partnership Units and Special Approval;
provided  however, that this provision shall not preclude or limit the General
Partners ability to 22   mortgage, pledge, hypothecate or grant a security interest  in all or substantially all
of the assets of the Partnership and shall not apply to any forced sale of any or all of
the assets of the Partnership pursuant to the foreclosure of, or other realization upon,
any such encumbrance. Without the approval of holders of a majority of Outstanding
Partnership Units, the General Partner shall not, on behalf of the Partnership except as
permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect
a successor general partner of the Partnership. 7.4           Reimbursement
of the General Partner. (a)   Except
as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner
shall not be compensated for its services as general partner of the Partnership. (b)  Subject
to any applicable limitations contained in the Administrative Services Agreement, the
General Partner shall be reimbursed on a monthly basis, or such other basis as the
General Partner may determine, for (i) all direct and indirect expenses it incurs or
payments it makes on behalf of the Partnership (including amounts paid by the General
Partner to EPCO under the Administrative Services Agreement and including salary, bonus,
incentive compensation and other amounts paid to any Person, including Affiliates of the
General Partner, to perform services for the Partnership or the General Partner in the
discharge of its duties to the Partnership), and (ii) all other expenses allocable to the
Partnership or otherwise incurred by the General Partner in connection with operating the
Partnerships business (including expenses allocated to the General Partner by its
Affiliates). The General Partner shall determine the expenses that are allocable to the
Partnership. Reimbursements pursuant to this Section 7.4 shall be in addition to any
reimbursement to the General Partner as a result of indemnification pursuant to Section
7.7. (c)   The
General Partner, without the approval of the Limited Partners (who shall have no right to
vote in respect thereof), may propose and adopt on behalf of the Partnership employee
benefit plans, employee programs and employee practices (including plans, programs and
practices involving the issuance of Partnership Securities or options to purchase or
rights, warrants or appreciation rights relating to Partnership Securities), or cause the
Partnership to issue Partnership Securities in connection with, or pursuant to, any
employee benefit plan, employee program or employee practice maintained or sponsored by
the General Partner or any of its Affiliates, in each case for the benefit of employees
of the General Partner, the MLP General Partner or any Affiliate, or any of them, in
respect of services performed, directly or indirectly, for the benefit of the Partnership
or the MLP General Partner. The Partnership agrees to issue and sell to the General
Partner or any of its Affiliates, or directly to the applicable employees, any
Partnership Securities that the General Partner or such Affiliate is obligated to provide
to any employees pursuant to any such employee benefit plans, employee programs or
employee practices. Expenses incurred by the General Partner in connection with any such
plans, programs and practices (including the net cost to the General Partner or such
Affiliate of Partnership Securities purchased by the General Partner or such Affiliate
(on behalf of the applicable employees) from the Partnership to fulfill options or awards
under such plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b).
Any and all obligations of the General Partner under any employee benefit plans, employee
programs or employee practices adopted by the General Partner as permitted by this
Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be
assumed by any successor General Partner approved pursuant to Section 11.1 or 11.2 or the
transferee of or successor to all of the General Partners Partnership Interest as
the General Partner in the Partnership pursuant to Section 4.6. 7.5           Outside
Activities. (a)   After
the Closing Date, the General Partner, for so long as it is the general partner of the
Partnership (i) agrees that its sole business will be to act as the general partner of
the Partnership and to undertake activities that are ancillary or related thereto
(including being a limited partner in the Partnership), and  (ii) shall not engage in any
business or activity or incur any debts or liabilities except in connection with or
incidental to (A) its performance as general partner of the Partnership or (B) the
acquiring, owning or disposing of debt or equity securities in the Partnership. (b)   [Reserved]. 23   (c)   Except
as specifically restricted by Section 7.5(a) and the Administrative Services Agreement,
each Indemnitee (other than the General Partner) shall have the right to engage in
businesses of every type and description and other activities for profit and to engage in
and possess an interest in other business ventures of any and every type or description,
whether in businesses engaged in or anticipated to be engaged in by the Partnership or
its subsidiaries, independently or with others, including business interests and
activities in direct competition with the business and activities of the Partnership or
its subsidiaries, and none of the same shall constitute a breach of this Agreement or any
duty expressed or implied by law to the Partnership or its subsidiaries or any Partner.
Neither the Partnership or its subsidiaries, any Limited Partner nor any other Person
shall have any rights by virtue of this Agreement, the MLP Agreement or the partnership
relationship established hereby or thereby in any business ventures of any Indemnitee. (d)  Subject
to the terms of the Administrative Services Agreement and Sections 7.5(a) and 7.5(c), but
otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in
competitive activities by any Indemnitees (other than the General Partner) in accordance
with the provisions of this Section 7.5 is hereby approved by the Partnership and
all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any
other obligation of any type whatsoever of the General Partner or of any Indemnitee for
the Indemnitees (other than the General Partner) to engage in such business interests and
activities in preference to or to the exclusion of the Partnership and (iii) the General
Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty
expressed or implied by law to present business opportunities to the Partnership. (e)   The
General Partner and each of its Affiliates may acquire Partnership Securities in addition
to those acquired on the Closing Date and, except as otherwise provided in this
Agreement, shall be entitled to exercise, at their option, all rights of the General
Partner or Limited Partner, as applicable, relating to such Partnership Securities. (f)   Notwithstanding anything to the contrary in this Agreement, to the extent that any provision of this Agreement purports or is interpreted to have the effect of restricting the fiduciary duties that might otherwise, as a result of Delaware or other applicable law, be owed by the General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and have no effect in determining whether the General Partner has complied with its fiduciary duties in connection with determinations made by it under this Section 7.5. 7.6           Loans
from the General Partner; Contracts with Affiliates; Certain Restrictions on the General
Partner. (a)   The
General Partner or its Affiliates may, but shall be under no obligation to, lend to the
Partnership, upon the written request of the Partnership to the General Partner or any of
its Affiliates, funds needed or desired by the Partnership for such periods of time and
in such amounts as may be determined pursuant to Special Approval; provided, however,
that in any such case the terms thereof shall be such terms as would be charged or
imposed on the Partnership by unrelated lenders on comparable loans made on an arms-length
basis (without reference to the lending partys financial abilities or guarantees)
all as determined pursuant to Special Approval. The Partnership shall reimburse the
lending party for any costs (other than any additional interest costs) incurred by the
lending party in connection with the borrowing of such funds. The Partnership may not
lend funds to the General Partner or any of its Affiliates. (b)   [Reserved] (c)   The
General Partner may itself, or may enter into an agreement, in addition to the
Administrative Services Agreement, with any  of its Affiliates to, render services to the
Partnership in the discharge of its duties as general partner of the Partnership. Any
services rendered to the Partnership by the General Partner shall be on terms that are
fair and reasonable to the Partnership; provided, however, that the requirements
of this Section 7.6(c)  shall be deemed satisfied as to (i) any transaction approved by
Special Approval, (ii) any transaction, the terms of which are objectively demonstrable
to be no less favorable to the Partnership or the MLP General 24   Partner
than those generally being provided to or available from unrelated third parties, or
(iii) any transaction that, taking into account the totality of the relationship between
the parties involved (including other transactions that may be particularly favorable or
advantageous to the Partnership), is equitable to the Partnership.  The provisions of
Section 7.4 shall apply to the rendering of services described in this Section 7.6(c). (d)  The
Partnership may transfer assets to joint ventures, other partnerships, corporations,
limited liability companies or other business entities in which it is or thereby becomes
a participant upon such terms and subject to such conditions as are consistent with this
Agreement and applicable law. (e)   Neither
the General Partner nor any of its Affiliates shall sell, transfer or convey any property
to, or purchase any property from, the Partnership, directly or indirectly, except
pursuant to transactions that are fair and reasonable to the Partnership; provided,
however, that the requirements of this Section 7.6(e) shall be deemed to be satisfied
as to (i) the transactions effected pursuant to Sections 5.2 and 5.3 and any other
transactions described in or contemplated by the Registration Statement, (ii) any
transaction approved by Special Approval, (iii) any transaction, the terms of which are
objectively demonstrable to be no less favorable to the Partnership than those generally
being provided to or available from unrelated third parties, or (iv) any transaction
that, taking into account the totality of the relationship between the parties involved
(including other transactions that may be particularly favorable or advantageous to the
Partnership), is equitable to the Partnership.  With respect to any contribution of
assets to the Partnership in exchange for Partnership Securities, the Audit and Conflicts
Committee, in determining (in connection with Special Approval) whether the appropriate
number of Partnership Securities are being issued, may take into account, among other
things, the fair market value of the assets, the liquidated and contingent liabilities
assumed, the tax basis in the assets, the extent to which tax-only allocations to the
transferor will protect the existing partners of the Partnership against a low tax basis,
and such other factors as the Audit and Conflicts Committee determines to be relevant
under the circumstances. (f)   The
General Partner and its Affiliates will have no obligation to permit the Partnership to
use any facilities or assets of the General Partner and its Affiliates, except as may be
provided in contracts entered into from time to time specifically dealing with such use,
nor shall there be any obligation on the part of the General Partner or its Affiliates to
enter into such contracts. (g)  Without
limitation of Sections 7.6(a) through 7.6(f), and notwithstanding anything to the
contrary in this Agreement, the existence of the conflicts of interest described in the
Registration Statement are hereby approved by all Partners. 7.7           Indemnification. (a)   To
the fullest extent permitted by law but subject to the limitations expressly provided in
this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership
from and against any and all losses, claims, damages, liabilities, joint or several,
expenses (including legal fees and expenses), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which any
Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by
reason of its status as an Indemnitee; provided, that the Indemnitee shall not be
indemnified and held harmless if there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of the matter
for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the
Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of
a criminal matter, acted with knowledge that the Indemnitees conduct was unlawful;
provided, further, no indemnification pursuant to this Section 7.7 shall be
available to the General Partner or its Affiliates with respect to its or their
obligations incurred pursuant to the Underwriting Agreement (other than obligations
incurred by the General Partner on behalf of the Partnership). Any indemnification
pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it
being agreed that the General Partner shall not be personally liable for such
indemnification and shall have no obligation to contribute or loan any monies or property
to the Partnership to enable it to effectuate such indemnification. 25   (b)  To
the fullest extent permitted by law, expenses (including legal fees and expenses)
incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to a determination that the Indemnitee is not entitled to be
indemnified, upon receipt by the Partnership of any undertaking by or on behalf of the
Indemnitee to repay such amount if it shall be determined that the Indemnitee is not
entitled to be indemnified as authorized in this Section 7.7. (c)   The
indemnification provided by this Section 7.7 shall be in addition to any other rights to
which an Indemnitee may be entitled under any agreement, pursuant to any vote of the
holders of Outstanding Limited Partner Interests entitled to vote on such matter, as a
matter of law or otherwise, both as to actions in the Indemnitees capacity as an
Indemnitee, and as to actions in any other capacity (including any capacity under the
Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve
in such capacity and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee. (d)  The
Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates
for the cost of) insurance, on behalf of the General Partner, its Affiliates and such
other Persons as the General Partner shall determine, against any liability that may be
asserted against or expense that may be incurred by such Person in connection with the
Partnerships activities or such Persons activities on behalf of the
Partnership, regardless of whether the Partnership would have the power to indemnify such
Person against such liability under the provisions of this Agreement. (e)   For
purposes of this Section 7.7, the Partnership shall be deemed to have requested an
Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by
it of its duties to the Partnership also imposes duties on, or otherwise involves
services by, it to the plan or participants or beneficiaries of the plan; excise taxes
assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable
law shall constitute fines within the meaning of Section 7.7(a); and action
taken or omitted by the Indemnitee with respect to any employee benefit plan in the
performance of its duties for a purpose reasonably believed by it to be in the best
interest of the participants and beneficiaries of the plan shall be deemed to be for a
purpose that is in the best interest of the Partnership. (f)   In
no event may an Indemnitee subject the Limited Partners to personal liability by reason
of the indemnification provisions set forth in this Agreement. (g)  An
Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7
because the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms of this
Agreement. (h)  The
provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for
the benefit of any other Persons. (i)   No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted, and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. 7.8           Liability
of Indemnitees. (a)   Notwithstanding
anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for
monetary damages to the Partnership, the Limited Partners or any other Persons who have
acquired interests in the Partnership Securities, for losses sustained  or liabilities
incurred as a result of any act or omission of an Indemnitee unless there has been a
final and non-appealable judgment  entered by a court of competent 26   jurisdiction
determining that, in respect of the matter in question, the Indemnitee acted in bad faith
 or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with
knowledge that the Indemnitees conduct was criminal. (b)  Subject
to its obligations and duties as General Partner set forth in Section 7.1(a), the General
Partner may exercise any of the powers granted to it by this Agreement and perform any of
the duties imposed upon it hereunder either directly or by or through its agents, and the
General Partner shall not be responsible for any misconduct or negligence on the part of
any such agent appointed by the General Partner in good faith. (c)   To
the extent that, at law or in equity, an Indemnitee has duties (including fiduciary
duties) and liabilities relating thereto to the Partnership or to the Partners, the
General Partner and any other Indemnitee acting in connection with the Partnerships
business or affairs shall not be liable to the Partnership or to any Partner for its good
faith reliance on the provisions of this Agreement. (d)  Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. 7.9           Resolution
of Conflicts of Interest; Standard of Conduct and Modification of Duties.. (a)   Unless
otherwise expressly provided in this Agreement, whenever a potential conflict of interest
exists or arises between the General Partner or any of its Affiliates, on the one hand,
and the Partnership or any Partner, on the other hand, any resolution or course of action
by the General Partner or its Affiliates in respect of such conflict of interest shall be
permitted and deemed approved by all Partners, and shall not constitute a breach of this
Agreement or of any agreement contemplated herein or therein, or of any duty stated or
implied by law or equity, if the resolution or course of action in respect of such
conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a
majority of the Units excluding Units owned by the General Partner and its Affiliates,
(iii) on terms no less favorable to the Partnership than those generally being provided
to or available from unrelated third parties or (iv) fair and reasonable to the
Partnership, taking into account the totality of the relationships between the parties
involved (including other transactions that may be particularly favorable or advantageous
to the Partnership). The General Partner shall be authorized but not required in
connection with its resolution of such conflict of interest to seek Special Approval of
such resolution, and the General Partner may also adopt a resolution or course of action
that has not received Special Approval. If Special Approval is not sought and the Board
of Directors of the General Partner determines that the resolution or course of action
taken with respect to a conflict of interest satisfies either of the standards set forth
in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision,
the Board of Directors acted in goodfaith, and in any proceeding brought by any
Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner
or the Partnership challenging such approval, the Person bringing or prosecuting such
proceeding shall have the burden of overcoming such presumption.  Notwithstanding
anything to the contrary in this Agreement or any duty otherwise existing at law or
equity, the existence of the conflicts of interest described in the Registration
Statement are hereby approved by all Partners and shall not constitute a breach of this
Agreement. (b)  Whenever
the General Partner makes a determination or takes or declines to take any other action,
or any of its Affiliates causes it to do so, in its capacity as the general partner of
the Partnership as opposed to in its individual capacity, whether under this Agreement,
 or any other agreement contemplated hereby or otherwise, then unless another express
standard is provided for in this Agreement, the General Partner, or such Affiliates
causing it to do so, shall make such determination or take or decline to take such other
action in good faith and shall not be subject to any other or different standards imposed
by this Agreement, any other agreement contemplated hereby  or under the Delaware Act or
any other law, rule or regulation or at equity.  In order for a determination or other
action to be in good faith for purposes of this Agreement, the Person or 27   Persons making such determination or taking or declining to take such other action must
believe that the determination or other action is in the best interests of the
Partnership. (c)   Whenever
the General Partner makes a determination or takes or declines to take any other action,
or any of its Affiliates causes it to do so, in its individual capacity as opposed to in
its capacity as a general partner of the Partnership, whether under this Agreement or any
other agreement contemplated hereby or otherwise, then the General Partner, or such
Affiliates causing it to do so, are entitled to make such determination or to take or
decline to take such other action free of any fiduciary duty or obligation whatsoever to
the Partnership, any Limited Partner, and the General Partner, or such Affiliates causing
it to do so, shall not be required to act in good faith or pursuant to any other standard
imposed by this Agreement, any other agreement contemplated hereby or under the Delaware
Act or any other law, rule or regulation.  By way of illustration and not of limitation,
whenever the phrase, at the option of the General Partner, or some variation
of that phrase, is used in this Agreement, it indicates that the General Partner is
acting in its individual capacity. For the avoidance of doubt, whenever the General
Partner votes or transfers its Partnership Units, or refrains from voting or transferring
its Partnership Units, it shall be acting in its individual capacity. (d)  Notwithstanding
anything to the contrary in this Agreement, the General Partner and its Affiliates shall
have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any
asset of the Partnership or its subsidiaries other than in the ordinary course of
business or (ii) permit the Partnership or its subsidiaries to use any facilities or
assets of the General Partner and its Affiliates, except as may be provided in contracts
entered into from time to time specifically dealing with such use.  Any determination by
the General Partner or any of its Affiliates to enter into such contracts shall be at its
option. (e)   Except
as expressly set forth in this Agreement, neither the General Partner nor any other
Indemnitee shall have any duties or liabilities, including fiduciary duties, to the
Partnership or any Limited Partner and the provisions of this Agreement, to the extent
that they restrict or otherwise modify the duties and liabilities, including fiduciary
duties, of the General Partner or any other Indemnitee otherwise existing at law or in
equity, are agreed by the Partners to replace such other duties and liabilities of the
General Partner or such other Indemnitee. (f)   The
Unitholders hereby authorize the General Partner, on behalf of the Partnership as a
partner of the Partnership, to approve of actions by the Partnership, in its capacity as
the sole member of the MLP General Partner, similar to those actions permitted to be
taken by the General Partner pursuant to this Section 7.9. (g)  Whenever
a particular transaction, arrangement or resolution of a conflict of interest is required
under this Agreement to be fair and reasonable to any Person, the fair and
reasonable nature of such transaction, arrangement or resolution shall be considered in
the context of all similar or related transactions. 7.10         Other
Matters Concerning the General Partner. (a)   The
General Partner may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. (b)  The
General Partner may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers and other consultants and advisers selected by it, and
any act taken or omitted to be taken in reliance upon the opinion (including an Opinion
of Counsel) of such Persons as to matters that the General Partner reasonably believes to
be within such Persons professional or expert competence shall be conclusively
presumed to have been done or omitted in good faith and in accordance with such opinion. (c)   The
General Partner shall have the right, in respect of any of its powers or obligations
hereunder, to act through any of its  duly authorized officers, a duly appointed attorney
or attorneys-in-fact or the duly authorized officers of the Partnership. Each such
attorney shall, to the extent provided by the General Partner in 28   the
power of attorney, have full power and authority to do and perform each and every act and
duty that is permitted or required to be done by the General Partner hereunder. (d)  Any
standard of care and duty imposed by this Agreement or under the Delaware Act or any
applicable law, rule or regulation shall be modified, waived or limited, to the extent
permitted by law, as required to permit the General Partner to act under this Agreement
and to make any decision pursuant to the authority prescribed in this Agreement, so long
as such action is reasonably believed by the General Partner to be in, or not
inconsistent with, the best interests of the Partnership. 7.11         Purchase
or Sale of Partnership Securities.  The General Partner may cause the Partnership to
purchase or otherwise acquire Partnership Securities, such Partnership Securities shall
be held by the Partnership as treasury securities unless they are expressly canceled by
action of an appropriate officer of the General Partner. As long as Partnership
Securities are held by the Partnership, such Partnership Securities shall not be
considered Outstanding for any purpose, except as otherwise provided herein. The General
Partner or any Affiliate of the General Partner may also purchase or otherwise acquire
and sell or otherwise dispose of Partnership Securities for its own account, subject to
the provisions of Articles IV and X. 7.12         Registration
Rights of the General Partner and its Affiliates. (a)   If
(i) the General Partner or any Affiliate of the General Partner (including for purposes
of this Section 7.12, any Person that is an Affiliate of the General Partner at the date
hereof notwithstanding that it may later cease to be an Affiliate of the General Partner)
holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities
Act (or any successor rule or regulation to Rule 144) or another exemption from
registration is not available to enable such holder of Partnership Securities (the Holder)
to dispose of the number of Partnership Securities it desires to sell at the time it
desires to do so without registration under the Securities Act, then at the option and
upon the request of the Holder, the Partnership shall file with the Commission as
promptly as practicable after receiving such request, and use all reasonable efforts to
cause to become effective and remain effective for a period of not less than six months
following its effective date or such shorter period as shall terminate when all
Partnership Securities covered by such registration statement have been sold, a
registration statement under the Securities Act registering the offering and sale of the
number of Partnership Securities specified by the Holder; provided, however, that
the Partnership shall not be required to effect more than three registrations pursuant to
this Section 7.12(a) and Section 7.12(b); and provided further, however, that
if the Audit and Conflicts Committee determines in good faith that the requested
registration would be materially detrimental to the Partnership and its Partners because
such registration would (x) materially interfere with a significant acquisition,
reorganization or other similar transaction involving the Partnership, (y) require
premature disclosure of material information that the Partnership has a bona fide
business purpose for preserving as confidential or (z) render the Partnership unable to
comply with requirements under applicable securities laws, then the Partnership shall
have the right to postpone such requested registration for a period of not more than six
months after receipt of the Holders request, such right pursuant to this Section 7.12(a)
or Section 7.12(b) not to be utilized more than once in any twelve-month period.  The
Partnership shall be deemed not to have used all reasonable efforts to keep the
registration  statement effective during the applicable period if it voluntarily takes
any action that would result in Holders of Partnership Securities covered thereby not
being able to offer and sell such Partnership Securities at any time during such period,
unless such action is required  by applicable law.  In connection with any registration
pursuant to the immediately preceding sentence, the Partnership shall (i) promptly
prepare and file (A) such documents as may be necessary to register or qualify the
securities subject to such registration under the securities laws of such states as the
Holder shall reasonably request; provided, however, that no such qualification
shall be required  in any jurisdiction where, as a result thereof, the Partnership would
become subject to general service of process or to taxation or  qualification to do
business as a foreign corporation or partnership doing business in such jurisdiction
solely as a result of such registration, and (B) such documents as may be necessary to
apply for listing or to list the Partnership Securities subject to such registration on
such National Securities Exchange as the Holder shall reasonably request, and (ii) do any
and all other acts and things that may be necessary or appropriate to enable the Holder
to consummate a public sale of such Partnership Securities in such states. Except as set
forth in Section 7.12(d), all costs  and expenses of any such registration and offering
(other than 29   the underwriting discounts and commissions) shall be paid by the
Partnership, without reimbursement by the Holder. (b)  If
any Holder holds Partnership Securities that it desires to sell and Rule 144 of the
Securities Act (or any successor rule or regulation to Rule 144) or another exemption
from registration is not available to enable such Holder to dispose of the number of
Partnership Securities it desires to sell at the time it desires to do so without
registration under the Securities Act, then at the option and upon the request of the
Holder, the Partnership shall file with the Commission as promptly as practicable after
receiving such request, and use all reasonable efforts to cause to become effective and
remain effective for a period of not less than six months following its effective date or
such shorter period as shall terminate when all Partnership Securities covered by such
shelf registration statement have been sold, a shelf registration statement
covering the Partnership Securities specified by the Holder on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by the
Commission; provided, however, that the Partnership shall not be required to
effect more than three registrations pursuant to Section 7.12(a) and this Section
7.12(b); and provided further, however, that if the Audit and Conflicts Committee
determines in good faith that any offering under, or the use of any prospectus forming a
part of, the shelf registration statement would be materially detrimental to the
Partnership and its Partners because such offering or use would (x) materially interfere
with a significant acquisition, reorganization or other similar transaction involving the
Partnership, (y) require premature disclosure of material information that the
Partnership has a bona fide business purpose for preserving as confidential or (z) render
the Partnership unable to comply with requirements under applicable securities laws, then
the Partnership shall have the right to suspend such offering or use for a period of not
more than six months after receipt of the Holders request, such right pursuant to
Section 7.12(a) or this Section 7.12(b) not to be utilized more than once in any
twelve-month period.  The Partnership shall be deemed not to have used all reasonable
efforts to keep the shelf registration statement effective during the applicable period
if it voluntarily takes any action that would result in Holders of Partnership Securities
covered thereby not being able to offer and sell such Partnership Securities at any time
during such period, unless such action is required by applicable law.  In connection with
any shelf registration pursuant to this Section 7.12(b), the Partnership shall (i)
promptly prepare and file (A) such documents as may be necessary to register or qualify
the securities subject to such shelf registration under the securities laws of such
states as the Holder shall reasonably request; provided, however, that no such
qualification shall be required in any jurisdiction where, as a result thereof, the
Partnership would become subject to general service of process or to taxation or
qualification to do business as a foreign corporation or partnership doing business in
such jurisdiction solely as a result of such shelf registration, and (B) such documents
as may be necessary to apply for listing or to list the Partnership Securities subject to
such shelf registration on such National Securities Exchange as the Holder shall
reasonably request, and (ii) do any and all other acts and things that may be necessary
or appropriate to enable the Holder to consummate a public sale of such Partnership
Securities in such states.  Except as set forth in Section 7.12(d), all costs and
expenses of any such shelf registration and offering (other than the underwriting
discounts and commissions) shall be paid by the Partnership, without reimbursement by the
Holder. (c)   If
the Partnership shall at any time propose to file a registration statement under the
Securities Act for an offering of equity securities of the Partnership for cash (other
than an offering relating solely to an employee benefit plan), the Partnership shall use
all reasonable efforts to include such number or amount of securities held by the Holder
in such registration statement as the Holder shall request; provided, that the
Partnership is not required to make any effort or take an action to so include the
securities of the Holder once the registration statement is declared effective by the
Commission, including any registration statement providing for the offering from time to
time of securities pursuant to Rule 415 of the Securities Act. If the proposed offering
pursuant to this Section 7.12(c) shall be an underwritten offering, then, in the event
that the managing underwriter or managing underwriters of such offering advise the
Partnership and the Holder in writing that in their opinion the inclusion of all or some
of the Holders Partnership Securities would adversely and materially affect the
success of the offering, the Partnership shall include in such offering only that number
or amount, if any, of securities held by the Holder that, in the opinion of the managing
underwriter or managing underwriters, will not so adversely and materially affect the
offering. Except as set forth in Section 7.12(d), all costs and expenses of any such
registration and offering (other than the underwriting discounts and commissions) shall
be paid by the Partnership, without reimbursement by the Holder. 30   (d)  If
underwriters are engaged in connection with any registration referred to in this Section 7.12,
the Partnership shall provide indemnification, representations, covenants, opinions and
other assurance to the underwriters in form and substance reasonably satisfactory to such
underwriters. Further, in addition to and not in limitation of the Partnerships
obligation under Section 7.7, the Partnership shall, to the fullest extent permitted by
law, indemnify and hold harmless the Holder, its officers, directors and each Person who
controls the Holder (within the meaning of the Securities Act) and any agent thereof
(collectively, Indemnified Persons) from and against any and all losses,
claims, damages, liabilities, joint or several, expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements or other amounts arising
from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is
threatened to be involved, as a party or otherwise, under the Securities Act or otherwise
(hereinafter referred to in this Section 7.12(d) as a claim and in the plural
as claims) based upon, arising out of or resulting from any untrue statement
or alleged untrue statement of any material fact contained in any registration statement
under which any Partnership Securities were registered under the Securities Act or any
state securities or Blue Sky laws, in any preliminary prospectus (if used prior to the
effective date of such registration statement), or in any summary or final prospectus or
in any amendment or supplement thereto (if used during the period the Partnership is
required to keep the registration statement current), or arising out of, based upon or
resulting from the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements made therein not misleading; provided,
however, that the Partnership shall not be liable to any Indemnified Person to the
extent that any such claim arises out of, is based upon or results from an untrue
statement or alleged untrue statement or omission or alleged omission made in such
registration statement, such preliminary, summary or final prospectus or such amendment
or supplement, in reliance upon and in conformity with written information furnished to
the Partnership by or on behalf of such Indemnified Person specifically for use in the
preparation thereof. (e)   The
provisions of Sections 7.12(a), 7.12(b) and 7.12(c) shall continue to be applicable with
respect to the General Partner (and any of the General Partners Affiliates) after
it ceases to be a Partner of the Partnership, during a period of two years subsequent to
the effective date of such cessation and for so long thereafter as is required for the
Holder to sell all of the Partnership Securities with respect to which it has requested
during such two-year period inclusion in a registration statement otherwise filed or that
a registration statement be filed; provided, however, that the Partnership shall
not be required to file successive registration statements covering the same Partnership
Securities for which registration was demanded during such two-year period. The
provisions of Section 7.12(d) shall continue in effect thereafter. (f)   The
rights to cause the Partnership to register Partnership Securities pursuant to this
Section 7.12 may be assigned (but only with all related obligations) by a Holder to a
transferee or assignee of such Partnership Securities, provided (i) the Partnership is,
within a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the Partnership Securities with respect to
which such registration rights are being assigned; and (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms set forth in this Section 7.12. (g)  Any
request to register Partnership Securities pursuant to this Section 7.12 shall (i)
specify the Partnership Securities intended to be offered and sold by the Person making
the request, (ii) express such Persons present intent to offer such shares for
distribution, (iii) describe the nature or method of the proposed offer and sale of
Partnership Securities, and (iv) contain the undertaking of such Person to provide all
such information and materials and take all action as may be required in order to permit
the Partnership to comply with all applicable requirements in connection with the
registration of such Partnership Securities. 7.13         Reliance
by Third Parties.  Notwithstanding anything to the contrary in this Agreement, any
Person dealing with the Partnership shall be entitled to assume that the General Partner
and any officer of the General Partner authorized by the General Partner to act on behalf
of and in the name of the Partnership has full power and authority to encumber, sell or
otherwise use in any manner any and all assets of the Partnership and to enter into any
authorized contracts on behalf of the Partnership, and such Person shall be entitled to
deal with the General Partner or any such officer as if it were the Partnerships
sole party in interest, both legally and beneficially. Each Limited Partner hereby waives
any and all defenses or other remedies that may be available against such Person to
contest, negate or disaffirm any action of the General Partner or any such officer in
connection with any such dealing. In no event shall any Person 31   dealing
with the General Partner or any such officer or its representatives be obligated to
ascertain that the terms of the Agreement have been complied with or to inquire into the
necessity or expedience of any act or action of the General Partner or any such officer
or its representatives. Each and every certificate, document or other instrument executed
on behalf of the Partnership by the General Partner or any such officer or its
representatives shall be conclusive evidence in favor of any and every Person relying
thereon or claiming thereunder that (i) at the time of the execution and delivery of such
certificate, document or instrument, this Agreement was in full force and effect, (ii)
the Person executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership and (iii) such
certificate, document or instrument was duly executed and delivered in accordance with
the terms and provisions of this Agreement and is binding upon the Partnership. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS 8.1           Records
and Accounting.  The General Partner shall keep or cause to be kept at the principal
office of the Partnership appropriate books and records with respect to the Partnerships
business, including all books and records necessary to provide to the Limited Partners
any information required to be provided pursuant to Section 3.4(a). Any books and records
maintained by or on behalf of the Partnership in the regular course of its business,
including the record of the Record Holders of Partnership Units or other Partnership
Securities, books of account and records of Partnership proceedings, may be kept on, or
be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs,
micrographics or any other information storage device; provided, that the books and
records so maintained are convertible into clearly legible written form within a
reasonable period of time. The books of the Partnership shall be maintained, for
financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. 8.2           Fiscal
Year.  The fiscal year of the Partnership shall be a fiscal year ending December 31. 8.3           Reports. (a)   As
soon as practicable, but in no event later than 120 days after the close of each fiscal
year of the Partnership, the General Partner shall cause to be mailed or made available
to each Record Holder of a Partnership Unit as of a date selected by the General Partner,
an annual report containing financial statements of the Partnership for such fiscal year
of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and
statements of operations, Partnership equity and cash flows, such statements to be
audited by a firm of independent public accountants selected by the General Partner. (b)  As
soon as practicable, but in no event later than 90 days after the close of each Quarter
except the last Quarter of each fiscal year, the General Partner shall cause to be mailed
or made available to each Record Holder of a Partnership Unit, as of a date selected by
the General Partner, such information as may be required by applicable law, regulation or
rule of any National Securities Exchange on which the Partnership Units are listed for
trading, or as the General Partner determines to be necessary or appropriate. (c)   Such
reports shall contain disclosure indicating that the assets and liabilities of the
Partnership are separate from the assets and liabilities of (i) EPCO and the other
Affiliates of the General Partner and (ii) the MLP and the MLP General Partner and
each of their Subsidiaries. ARTICLE IX TAX MATTERS 9.1           Tax
Returns and  Information.  The Partnership shall timely file all returns of the
Partnership that are required for federal, state and local income tax purposes on the
basis of the accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax reporting purposes
with respect to a taxable year shall be furnished  to them within 90 days of the close of
the calendar year in which the Partnerships taxable year ends. The classification,
 realization and recognition of income, gain, losses and deductions and other items shall
be on the accrual method of accounting for federal income tax purposes. 32   9.2           Tax
Elections. (a)   The
Partnership shall make the election under Section 754 of the Code in accordance with
applicable regulations thereunder, subject to the reservation of the right to seek to
revoke any such election upon the General Partners determination that such
revocation is in the best interests of the Limited Partners. Notwithstanding any other
provision herein contained, for the purposes of computing the adjustments under Section
743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a
convention whereby the price paid by a transferee of a Limited Partner Interest will be
deemed to be the lowest quoted closing price of such Limited Partner Interests on any
National Securities Exchange on which such Limited Partner Interests are listed or
admitted for trading during the calendar month in which such transfer is deemed to occur
pursuant to Section 6.2(g) without regard to the actual price paid by such transferee. (b)  The
Partnership shall elect to deduct expenses incurred in organizing the Partnership ratably
over a 60-month period as provided in Section 709 of the Code. (c)   Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by the Code. 9.3           Tax
Controversies.  Subject to the provisions hereof, the General Partner is designated
as the Tax Matters Partner (as defined in the Code) and is authorized and required to
represent the Partnership (at the Partnerships expense) in connection with all
examinations of the Partnerships affairs by tax authorities, including resulting
administrative and judicial proceedings, and to expend Partnership funds for professional
services and costs associated therewith. Each Partner agrees to cooperate with the
General Partner and to do or refrain from doing any or all things reasonably required by
the General Partner to conduct such proceedings. 9.4           Withholding. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner. ARTICLE X ADMISSION OF PARTNERS 10.1        Admission
of Limited Partners. (a)   By
acceptance of the transfer of any Limited Partner Interests in accordance with this
Section  10.1 or the issuance of any Limited Partner Interests in a merger or
consolidation pursuant to Article XIV, and except as provided in Section 4.8, each
transferee of a Limited Partner Interest (including any nominee holder or an agent or
representative acquiring such Limited Partner Interests for the account of another
Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the
Limited Partner Interests so transferred to such Person when any such transfer or
admission is reflected in the books and records of the Partnership, with or without
execution of this Agreement, (ii) shall become bound by the terms of, and shall be deemed
to have executed, this Agreement, (iii) shall become the Record Holder of the Limited
Partner Interests so transferred, (iv) represents that the transferee has the capacity,
power and authority to enter into this Agreement, (v) grants the powers of attorney set
forth in this Agreement and (vi) makes the consents and waivers contained in this
Agreement. The transfer of any Limited Partner Interests and the admission of any new
Limited Partner shall not constitute and amendment to this Agreement.  A Person may
become a Record Holder of a Limited Partner Interest without the consent or approval of
any of the Partners.  A Person may not become a Limited Partner without acquiring a
Limited Partner Interest and until such Person is reflected in the books and records of
the Partnership as the Record Holder of such Limited Partner Interest.  The rights and
obligations of a Person who is a Non-citizen Assignee shall be determined in accordance
with Sections 4.8 and 4.9 hereof. 33   (b)  The
name and mailing address of each Limited Partner shall be listed on the books and records
of the Partnership maintained for such purpose by the Partnership or the Transfer Agent.
 The General Partner shall update the books and records of the Partnership from time to
time as necessary to reflect accurately the information therein (or shall cause the
Transfer Agent to do so, as applicable).  A Limited Partner Interest may be represented
by a Certificate, as provided in Section 4.1 hereof. (c)   Any
transfer of a Limited Partner Interest shall not entitle the transferee to share in the
profits and losses, to receive distributions, to receive allocations of income, gain,
loss, deduction or credit or any similar item or to any other rights to which the
transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(a). 10.2        Admission
of Successor General Partner. A successor General Partner approved pursuant to
Section 11.1 or 11.2 or the transferee of or successor to all of the General Partners
Partnership Interest as general partner in the Partnership pursuant to Section 4.6 who is
proposed to be admitted as a successor General Partner shall be admitted to the
Partnership as the General Partner, effective immediately prior to the withdrawal or
removal of the predecessor or transferring General Partner pursuant to Section 11.1 or
11.2 or the transfer of the General Partners Partnership Interest as a general
partner in the Partnership pursuant to Section 4.6; provided, however, that no
such successor shall be admitted to the Partnership until compliance with the terms of
Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission.  Any such successor shall, subject to the terms hereof, carry on the business of the Partnership without dissolution. 10.3        Amendment
of Agreement and Certificate of Limited Partnership.  To effect the admission to the
Partnership of any Partner, the General Partner shall take all steps necessary and
appropriate under the Delaware Act to amend the records of the Partnership to reflect
such admission and, if necessary, to prepare as soon as practicable an amendment to this
Agreement and, if required by law, the General Partner shall prepare and file an
amendment to the Certificate of Limited Partnership, and the General Partner may for this
purpose, among others, exercise the power of attorney granted pursuant to Section 2.6. ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS 11.1        Withdrawal
of the General Partner. (a)   The
General Partner shall be deemed to have withdrawn from the Partnership upon the
occurrence of any one of the following events (each such event herein referred to as an
Event of Withdrawal): (i)       the
General Partner voluntarily withdraws from the Partnership by receiving Special Approval
and giving notice to the other Partners; (ii)       the General Partner transfers all of its rights as General Partner pursuant to Section 4.6, following the receipt of Special Approval thereof; (iii)the
General Partner is removed pursuant to Section 11.2; (iv)      the General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties; 34   (v)       a
final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy
Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or
involuntary petition by or against the General Partner; or (vi)      (A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner. If
an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E)
occurs, the withdrawing General Partner shall give notice to the Limited Partners within
30 days after such occurrence. The Partners hereby agree that only the Events of
Withdrawal described in this Section 11.1 shall result in the withdrawal of the General
Partner from the Partnership. (b)  Withdrawal
of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal
shall not constitute a breach of this Agreement under the following circumstances: (i) at
any time during the period beginning on the Closing Date and ending at 12:00 midnight,
Eastern Standard Time, on June 30, 2015, the General Partner voluntarily withdraws
by giving at least 90 days advance notice of its intention to withdraw to the
Limited Partners; provided that prior to the effective date of such withdrawal, the
withdrawal receives Special Approval and is approved by Unitholders holding at least a
majority of the Outstanding Units (excluding Units held by the General Partner and its
Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (Withdrawal
Opinion of Counsel) that such withdrawal (following the selection of the successor
General Partner) would not result in the loss of the limited liability of any Limited
Partner or cause the Partnership, the MLP General Partner, the MLP or the Operating
Partnership to be treated as an association taxable as a corporation or otherwise to be
taxed as an entity for federal income tax purposes (to the extent not previously treated
as such); (ii) at any time after 12:00 midnight, Eastern Standard Time, on June 30, 2015,
the General Partner voluntarily withdraws by giving at least 90 days advance notice
to the Unitholders, such withdrawal to take effect on the date specified in such notice;
(iii) at any time that the General Partner ceases to be the General Partner pursuant to
Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding
clause (i) of this sentence, at any time that the General Partner voluntarily withdraws
by giving at least 90 days advance notice of its intention to withdraw to the
Limited Partners, such withdrawal to take effect on the date specified in the notice, if
at the time such notice is given one Person and its Affiliates (other than the General
Partner and its Affiliates) own beneficially or of record or control at least 50% of the
Outstanding Partnership Units.  If the General Partner gives a notice of withdrawal
pursuant to Section 11.1(a)(i), the holders of a majority of Outstanding Partnership
Units, may, prior to the effective date of such withdrawal, elect a successor General
Partner.  If, prior to the effective date of the General Partners withdrawal, a
successor is not selected by the Unitholders as provided herein or the Partnership does
not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in
accordance with Section 12.1. Any successor General Partner elected in accordance with
the terms of this Section 11.1 shall be subject to the provisions of Section 10.3. 11.2        Removal
of the General Partner. The General Partner may be removed if such removal receives
Special Approval and is approved by Unitholders holding at least 66?% of the Outstanding
Partnership Units (including Partnership Units held by the General Partner and its
Affiliates) voting as a single class. Any such action by such holders for removal of the
General Partner must also provide for the election of a successor General Partner by the
Unitholders holding a majority of the Outstanding Partnership Units (including
Partnership Units held by the General Partner and its Affiliates) voting as a single
class. Such removal shall be effective immediately following the admission of a successor
General Partner pursuant to Section 10.3.  The right of the holders of Outstanding
Partnership Units to remove the General Partner shall not exist or be exercised unless
the Partnership has received an opinion opining as to the matters 35   covered
by a Withdrawal Opinion of Counsel. Any successor General Partner elected  in accordance
with the terms  of this Section 11.2 shall be subject to the provisions of Sections 10.2
and 10.3. 11.3        Interest
of Departing General Partner and Successor General Partner. (a)   In
the event of (i) withdrawal of the General Partner under circumstances where such
withdrawal does not violate this Agreement or (ii) removal of the General Partner by the
holders of Outstanding Partnership Units under circumstances where Cause does not exist
and the Partnership Units held by the General Partner and its Affiliates are not voted in
favor of such removal, if a successor General Partner is elected in accordance with the
terms of Section 11.1 or 11.2, the Departing General Partner shall have the option
exercisable prior to the effective date of the departure of such Departing General
Partner to require its successor to purchase its Partnership Interest as a general
partner in the Partnership (the Purchased Interest) in exchange for an amount
in cash equal to the fair market value of such Purchased Interest, such amount to be
determined and payable as of the effective date of its departure or, if there is not
agreement as to the fair market value of such Purchased Interest, within ten (10) days
after such agreement is reached. If the General Partner is removed by the Unitholders
under circumstances where Cause exists or if the General Partner withdraws under
circumstances where such withdrawal violates this Agreement, and if a successor General
Partner is elected in accordance with the terms of Section 11.1 or 11.2 (or if the
business of the Partnership is continued pursuant to Section 12.2 and the successor
General Partner is not the former General Partner), such successor shall have the option,
exercisable prior to the effective date of the departure of such Departing General
Partner (or, in the event the business of the Partnership is continued, prior to the date
the business of the Partnership is continued), to purchase the Purchased Interest for
such fair market value of such Purchased Interest of the Departing General Partner. In
either event, the Departing General Partner shall be entitled to receive all
reimbursements due such Departing General Partner pursuant to Section 7.4, including any
employee-related liabilities (including severance liabilities), incurred in connection
with the termination of any employees employed by the Departing General Partner or its
Affiliates (other than the Partnership of the MLP General Partner) for the benefit of the
Partnership or the MLP General Partner. For purposes of this Section 11.3(a), the fair market value of the Departing General Partners Purchased Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partners departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General
Partners successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Purchased Interest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Partnership Units on any National Securities Exchange on which Partnership Units are then listed or admitted for trading, the value of the Partnerships assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. (b)  If
the Purchased Interest is not purchased in the manner set forth in Section 11.3(a), the
Departing General Partner (or its transferee) shall become a Limited Partner and its
Purchased Interest shall be converted into Units pursuant to a valuation made by an
investment banking firm or other independent expert selected pursuant to Section 11.3(a),
without reduction in such Partnership Interest (but subject to proportionate dilution by
reason of the admission of its successor). Any successor General Partner shall indemnify
the Departing General Partner (or its transferee) as to all debts and liabilities of the
Partnership arising on or after the date on which the Departing General Partner (or its
transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the
Purchased Interest of the Departing General Partner to Units will be characterized as if
the General Partner (or its transferee) contributed its Purchased Interest to the
Partnership in exchange for the newly issued Units. 36   (c)   If
a successor General Partner is elected in accordance with the terms of Section 11.1 or
11.2 (or if the business of the Partnership is continued pursuant to Section 12.2
and the successor General Partner is not the former General Partner), and the option
described in Section 11.3(a) is not exercised by the party entitled to do so, the
successor General Partner shall, at the effective date of its admission to the
Partnership, contribute to the Partnership cash in the amount equal to 1/9999th of the
Net Agreed Value of the Partnerships assets on such date. In such event, such
successor General Partner shall, subject to the following sentence, be entitled to 0.01%
of all Partnership allocations and distributions to which the Departing General Partner
was entitled. The successor General Partner shall cause this Agreement to be amended to
reflect that, from and after the date of such successor General Partners admission,
the successor General Partners interest in all Partnership distributions and
allocations shall be 0.01%. 11.4        [Reserved]. 11.5        Withdrawal
of Limited Partners.  No Limited Partner shall have any right to withdraw from the
Partnership; provided, however, that when a transferee of a Limited Partners
Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so
transferred, such transferring Limited Partner shall cease to be a Limited Partner with
respect to the Limited Partner Interest so transferred. ARTICLE XII DISSOLUTION AND LIQUIDATION 12.1        Dissolution.  The
Partnership shall not be dissolved by the admission of additional Limited Partners or by
the admission of a successor General Partner in accordance with the terms of this
Agreement. Upon the removal or withdrawal of the General Partner, if a successor General
Partner is elected pursuant to Section 11.1 or 11.2, the Partnership shall not be
dissolved and such successor General Partner shall continue the business of the
Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its affairs
shall be wound up, upon: (a)   an
Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than
Section 11.1(a)(ii)), unless a successor is elected and an Opinion of Counsel is
received as provided in Section 11.1(b) or 11.2 and such successor is admitted to
the Partnership pursuant to Section 10.3; (b)  an
election to dissolve the Partnership by the General Partner that receives Special
Approval and is approved by the holders of a majority of Outstanding Partnership Units; (c)   the
entry of a decree of judicial dissolution of the Partnership pursuant to the provisions
of the Delaware Act; or (d)  at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act. 12.2        Continuation
of the Business of the Partnership After Dissolution.  Upon (a) dissolution of the
Partnership following an Event of Withdrawal caused by the withdrawal or removal of the
General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the
Partners to select a successor to such Departing General Partner pursuant to Section 11.1
or 11.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an
event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi),
then, to the maximum extent permitted by law, within 180 days thereafter, the holders of
a majority of Outstanding Partnership Units may elect to continue the business of the
Partnership on the same terms and conditions set forth in this Agreement by appointing as
the successor General Partner a Person approved by the holders of a majority of
Outstanding Partnership Units. Unless such an election is made within the applicable time
period as set forth above, the Partnership shall conduct only activities necessary to
wind up its affairs. If such an election is so made, then: (i)       the
Partnership shall continue without dissolution unless earlier dissolved in accordance
with this Article XII; 37   (ii)       if
the successor General Partner is not the former General Partner, then the interest of the
former General Partner shall be treated in the manner provided in Section 11.3; and (iii)      the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a majority of Outstanding Partnership Units to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner and (y) none of the Partnership, the MLP General Partner, the MLP or the Operating Partnership would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to
the extent not already so treated or taxed). 12.3        Liquidator. Upon dissolution of the Partnership, unless the Partnership is continued pursuant to
Section 12.2, the General Partner shall select one or more Persons to act as Liquidator.
The Liquidator (if other than the General Partner) shall be entitled to receive such
compensation for its services as may be approved by holders of at least a majority of the
Outstanding Units voting as a single class. The Liquidator (if other than the General
Partner) shall agree not to resign at any time without 15 days prior notice and may
be removed at any time, with or without cause, by notice of removal approved by holders
of at least a majority of the Outstanding Units voting as a single class. Upon
dissolution, removal or resignation of the Liquidator, a successor and substitute
Liquidator (who shall have and succeed to all rights, powers and duties of the original
Liquidator) shall within 30 days thereafter be approved by holders of at least a majority
of the Outstanding Units voting as a single class. The right to approve a successor or
substitute Liquidator in the manner provided herein shall be deemed to refer also to any
such successor or substitute Liquidator approved in the manner herein provided. Except as
expressly provided in this Article XII, the Liquidator approved in the manner provided
herein shall have and may exercise, without further authorization or consent of any of
the parties hereto, all of the powers conferred upon the General Partner under the terms
of this Agreement (but subject to all of the applicable limitations, contractual and
otherwise, upon the exercise of such powers, other than the limitation on sale set forth
in Section 7.3 necessary or appropriate to carry out the duties and functions of the
Liquidator hereunder for and during the period of time required to complete the winding
up and liquidation of the Partnership as provided for herein. 12.4        Liquidation. The Liquidator shall proceed to dispose of the assets of the Partnership, discharge
its liabilities, and otherwise wind up its affairs in such manner and over such period as
determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the
following: (a)   Disposition
of Assets.  The assets may be disposed of by public or private sale or by
distribution in kind to one or more Partners on such terms as the Liquidator and such
Partner or Partners may agree. If any property is distributed in kind, the Partner
receiving the property shall be deemed for purposes of Section 12.4(c) to have received
cash equal to its fair market value; and contemporaneously therewith, appropriate cash
distributions must be made to the other Partners. The Liquidator may defer liquidation or
distribution of the Partnerships assets for a reasonable time if it determines that
an immediate sale or distribution of all or some of the Partnerships assets would
be impractical or would cause undue loss to the Partners. The Liquidator may distribute
the Partnerships assets, in whole or in part, in kind if it determines that a sale
would be impractical or would cause undue loss to the Partners. (b)  Discharge
of Liabilities.  Liabilities of the Partnership include amounts owed to the
Liquidator  as compensation for serving in such capacity (subject to the terms of Section
12.3) and amounts to Partners otherwise than in respect of their distribution rights
under Article VI. With respect to any liability that is contingent, conditional or
unmatured or is otherwise not yet due and payable, the Liquidator shall either settle
such claim for such amount as it thinks appropriate or establish a reserve of cash or
other assets to provide for its payment. When paid, any unused portion of the reserve
shall be distributed as additional liquidation proceeds. (c)   Liquidation
Distributions.  All property and all cash in excess of that required to discharge
liabilities as provided in Section 12.4(b) shall be distributed to the Partners in
accordance with,  and to the extent 38   of,
the positive balances in their respective Capital Accounts, as determined after taking
into account all Capital Account adjustments (other than those made by reason of
distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership
during which the liquidation of the Partnership occurs (with such date of occurrence
being determined  pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such
distribution shall be made by the end of such taxable  year (or, if later, within 90 days
after said date of such occurrence). 12.5        Cancellation
of Certificate of Limited Partnership.  Upon the completion of the distribution of
Partnership cash and property as provided in Section 12.4 in connection with the
liquidation of the Partnership, the Certificate of Limited Partnership and all
qualifications of the Partnership as a foreign limited partnership in jurisdictions other
than the State of Delaware shall be canceled and such other actions as may be necessary
to terminate the Partnership shall be taken. 12.6        Return
of Contributions. The General Partner shall not be personally liable for, and shall
have no obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited Partners
or Unitholders, or any portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets. 12.7        Waiver
of Partition.  To the maximum extent permitted by law, each Partner hereby waives any
right to partition of the Partnership property. 12.8        Capital
Account Restoration. No Partner shall have any obligation to restore any negative
balance in its Capital Account upon liquidation of the Partnership. 12.9        Certain
Prohibited Acts. Without obtaining Special Approval, the General Partner shall not
take any action to cause the Partnership, the MLP General Partner or the MLP to (i) make
or consent to a general assignment for the benefit of the Partnerships or the MLPs
creditors; (ii) file or consent to the filing of any bankruptcy, insolvency or
reorganization petition for relief under the United States Bankruptcy Code naming the
Partnership, the MLP General Partner or the MLP or otherwise seek, with respect to the
Partnership, the MLP General Partner or the MLP, relief from debts or protection from
creditors generally; (iii) file or consent to the filing of a petition or answer seeking
for the Partnership, the MLP General Partner or the MLP a liquidation, dissolution,
arrangement, or similar relief under any law; (iv) file an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against the
Partnership, the MLP General Partner or the MLP in a proceeding of the type described in
clauses (i)  (iii) of this Section 12.9; (v) seek, consent to or acquiesce in
the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator,
custodian or any similar official for the Partnership, the MLP General Partner or the MLP
or for all or any substantial portion of its properties; (vi) sell all or substantially
all of its assets, except in accordance with Section 7.3(b); (vii) dissolve or liquidate,
except in accordance with Article XII; or (viii) merge or consolidate, except in
accordance with Article XIV. ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 13.1        Amendments
to be Adopted Solely by the General Partner. Each Partner agrees that the General
Partner, without the approval of any Partner, may amend any provision of this Agreement
and execute, swear to, acknowledge, deliver, file and record whatever documents may be
required in connection therewith, to reflect: (a)   a
change in the name of the Partnership, the location of the principal place of business of
the Partnership, the registered agent of the Partnership or the registered office of the
Partnership; (b)the
admission, substitution, withdrawal or removal of Partners in accordance with this
Agreement; (c)   a
change that  the General Partner determines to be necessary or appropriate to qualify or
continue the qualification of the Partnership as a limited partnership or a partnership
in which the Limited Partners have limited liability under the laws of any state or to
ensure that neither the Partnership nor the MLP General 39   Partner
will be treated as an association taxable as a corporation or otherwise taxed as an
entity for federal income tax purposes; (d)  a
change that the General Partner determines (i) does not adversely affect the Limited
Partners (including any particular class of Partnership Interests as compared to other
classes of Partnership Interests) in any material respect, (ii) to be necessary or
appropriate to (A) satisfy any requirements, conditions or guidelines contained in any
opinion, directive, order, ruling or regulation of any federal or state agency or
judicial authority or contained in any federal or state statute (including the Delaware
Act) or (B) facilitate the trading of the Limited Partner Interests (including the
division of any class or classes of Outstanding Limited Partner Interests into different
classes to facilitate uniformity of tax consequences within such classes of Limited
Partner Interests) or comply with any rule, regulation, guideline or requirement of any
National Securities Exchange on which the Units are or will be listed or admitted for
trading, (iii) to be necessary or advisable in connection with action taken by the
General Partner pursuant to Section 5.10 or (iv) to be required to effect the intent
expressed in the Registration Statement or the intent of the provisions of this Agreement
or is otherwise contemplated by this Agreement; (e)   a
change in the fiscal year or taxable year of the Partnership and any other changes that
the General Partner determines to be necessary or appropriate as a result of a change in
the fiscal year or taxable year of the Partnership including, if the General Partner
shall so determine, a change in the definition of Quarter and the dates on
which distributions are to be made by the Partnership; (f)   an
amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or
the General Partner or its directors, officers, trustees or agents from in any manner
being subjected to the provisions of the Investment Company Act of 1940, as amended, the
Investment Advisers Act of 1940, as amended, or plan asset regulations
adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless
of whether such are substantially similar to plan asset regulations currently applied or
proposed by the United States Department of Labor; (g)  an
amendment that the General Partner determines to be necessary or appropriate in
connection with the authorization of issuance of any class or series of Partnership
Securities pursuant to Section 5.6; (h)  any
amendment expressly permitted in this Agreement to be made by the General Partner acting
alone; (i)   an
amendment effected, necessitated or contemplated by a Merger Agreement approved in
accordance with Section 14.3; (j)   an
amendment that the General Partner determines to be necessary or appropriate to reflect,
account for the formation by the Partnership of, or investment by the Partnership in, any
corporation, partnership, joint venture, limited liability company or other entity, in
connection with the conduct by the Partnership of activities permitted by the terms of
Section 2.4; (k)   a
merger or conveyance pursuant to Section 14.3(d); or (l)any other amendments
substantially similar to the foregoing. 13.2        Amendment
Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this
Agreement shall be made in accordance with the following  requirements. Amendments to
this Agreement may be proposed only by the General Partner; provided, however that
the General Partner shall have no duty or obligation to propose any amendment to this
greement and may decline to do so free of any fiduciary duty or obligation whatsoever to
the Partnership or any Limited Partner and, in declining to propose an amendment to the
fullest extent permitted by law, shall not be required to act in good faith or pursuant
to any other standard imposed by this Agreement, any other agreement contemplated hereby
or under the Delaware Act or any other law, rule or regulation or at equity. A proposed
amendment shall be effective upon its approval by the General Partner and the holders of
a majority of Outstanding Partnership Units, unless a greater or different percentage is
required  under this Agreement or by Delaware law.  Each proposed amendment that requires
the approval of the holders of a specified percentage of Outstanding Partnership Units
shall be set forth in a writing that contains the text of the proposed amendment. If such
an amendment is proposed, the General Partner shall seek the written approval of the
requisite percentage of Outstanding 40   Partnership
Units or call a meeting of the Unitholders to consider and vote on such proposed
amendment. The General Partner shall notify all Record Holders upon final  adoption of
any such proposed amendments.  Notwithstanding the provisions of Sections 13.1 and 13.2,
no amendment of (i) the definitions  of Audit and Conflicts Committee or
Special Approval, (ii) Section 2.9, (iii) Section 4.6, (iv) Section 7.3, (v)
 Section 7.9(a), (vi) Section 8.3(c), (vii) Section 10.2, (viii) Section
12.9; (ix) Section 14.3 or (x) this Section 13.2 or any other provision of this Agreement
 requiring that Special Approval be obtained as a condition to any action, shall be
effective without first obtaining Special Approval. 13.3        Amendment
Requirements. (a)   Notwithstanding
the provisions of Sections 13.1 and 13.2, no provision of this Agreement that establishes
a percentage of Outstanding Partnership Units (including Partnership Units deemed owned
by the General Partner) required to take any action shall be amended, altered, changed,
repealed or rescinded in any respect that would have the effect of reducing such voting
percentage unless such amendment is approved by the written consent or the affirmative
vote of holders of Outstanding Partnership Units whose aggregate Outstanding Partnership
Units constitute not less than the voting requirement sought to be reduced. (b)  Notwithstanding
the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge
the obligations of any Limited Partner without its consent, unless such shall be deemed
to have occurred as a result of an amendment approved pursuant to Section 13.3(c) or (ii)
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in
any way the amounts distributable, reimbursable or otherwise payable to, the General
Partner or any of its Affiliates without its consent, which consent may be given or
withheld at its option. (c)   Except
as provided in Sections 5.12 and 14.3, and without limitation of the General Partners
authority to adopt amendments to this Agreement without the approval of any Partners as
contemplated in Section 13.1, any amendment that would have a material adverse effect on
the rights or preferences of any class of Partnership Interests in relation to other
classes of Partnership Interests must be approved by the holders of not less than a
majority of the Outstanding Partnership Interests of the class affected. (d)  Notwithstanding
any other provision of this Agreement, except for amendments pursuant to Section 13.1
and except as otherwise provided by Sections 5.12 and 14.3(b), no amendments shall become
effective without the approval of the holders of at least 90% of the Outstanding Units
voting as a single class unless the Partnership obtains an Opinion of Counsel to the
effect that such amendment will not affect the limited liability of any Limited Partner
under applicable law. (e)   Except
as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of
the holders of at least 90% of the Outstanding Units. 13.4        Special
Meetings.  All acts of Limited Partners to be taken pursuant to this Agreement shall
be taken in the manner provided in this  Article XIII. Special meetings of the
Limited Partners may be called by the General Partner or by Limited Partners owning 20%
or more of the Outstanding Limited Partner Interests of the class or classes for which a
meeting is proposed. Limited Partners shall call a special meeting by delivering to the
General Partner one or more requests in writing stating that the signing Limited Partners
wish to  call a special meeting and indicating the general or specific purposes for which
the special meeting is to be called. Within 60 days  after receipt of such a call from
Limited Partners or within such greater time as may be reasonably necessary for the
Partnership to comply with any statutes, rules, regulations, listing agreements or
similar requirements governing the holding of a meeting or the solicitation of proxies
for use at such a meeting, the General Partner shall send a notice of the meeting to the
Limited Partners either directly or indirectly through the Transfer Agent. A meeting
shall be held at a time and place determined by the General Partner on a date not less
than 10 days nor more than 60 days after the mailing of notice of the meeting. Limited
Partners shall not vote on matters that would cause the Limited Partners to be deemed to
be taking part in the management and control of 41   the
business and affairs of the Partnership so as to jeopardize the Limited Partners limited
 liability under the Delaware Act or the law of any other state in which the Partnership
is qualified to do business. 13.5        Notice
of a Meeting.  Notice of a meeting called pursuant to Section 13.4 shall be given to
the Record Holders of the class or classes of Limited Partner Interests for which a
meeting is proposed in writing by mail or other means of written communication in
accordance with Section 16.1. The notice shall be deemed to have been given at the time
when deposited in the mail or sent by other means of written communication. 13.6        Record
Date. For purposes of determining the Limited Partners entitled to notice of or to
vote at a meeting of the Limited Partners or to give approvals without a meeting as
provided in Section 13.11 the General Partner may set a Record Date, which shall not be
less than 10 nor more than 60 days before (a) the date of the meeting (unless such
requirement conflicts with any rule, regulation, guideline or requirement of any National
Securities Exchange on which the Limited Partner Interests are listed or admitted for
trading, in which case the rule, regulation, guideline or requirement of such exchange
shall govern) or (b) in the event that approvals are sought without a meeting, the date
by which Limited Partners are requested in writing by the General Partner to give such
approvals. 13.7        Adjournment. When a meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting and a new Record Date need not be fixed, if the time and place
thereof are announced at the meeting at which the adjournment is taken, unless such
adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may
transact any business which might have been transacted at the original meeting. If the
adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given in accordance with this Article
XIII. 13.8        Waiver
of Notice. Approval of Meeting; Approval of Minutes. The transactions of any meeting
of Limited Partners, however called and noticed, and whenever held, shall be as valid as
if it had occurred at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy. Attendance of a Limited Partner at a meeting shall
constitute a waiver of notice of the meeting, except when the Limited Partner attends the
meeting for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or convened; and
except that attendance at a meeting is not a waiver of any right to disapprove the
consideration of matters required to be included in the notice of the meeting, but not so
included, if the disapproval is expressly made at the meeting. 13.9        Quorum. The holders of a majority of the Outstanding Limited Partner Interests of the class
or classes for which a meeting has been called (including Limited Partner Interests
deemed owned by the General Partner) represented in person or by proxy shall constitute a
quorum at a meeting of Limited Partners of such class or classes unless any such action
by the Limited Partners requires approval by holders of a greater percentage of such
Limited Partner Interests, in which case the quorum shall be such greater percentage. At
any meeting of the Limited Partners duly called and held in accordance with this
Agreement at which a quorum is present, the act of Limited Partners holding Outstanding
Limited Partner Interests that in the aggregate represent a majority of the Outstanding
Limited Partner Interests entitled to vote and be present in person or by proxy at such
meeting shall be deemed to constitute the act of all Limited Partners, unless a greater
or different percentage is required with respect to such action under the provisions of
this Agreement, in which case the act of the Limited Partners holding Outstanding Limited
Partner Interests that in the aggregate represent at least such greater or different
percentage shall be required. The Limited Partners present at a duly called or held
meeting at which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if
any action taken (other than adjournment) is approved by the required percentage of
Outstanding Limited Partner Interests specified in this Agreement (including Limited
Partner Interests deemed owned by the General Partner). In the absence of a quorum any
meeting of Limited Partners may be adjourned from time to time by the affirmative vote of
holders of at least a majority of the Outstanding Limited Partner Interests entitled to
vote at such meeting (including Limited Partner Interests deemed owned by the General
Partner) represented either in person or by proxy, but no other business may be
transacted, except as provided in Section 13.7. 13.10      Conduct
 of a Meeting. The General  Partner shall have full power and authority concerning
the manner of conducting any meeting of the Limited Partners or solicitation of approvals
in writing, including the determination of 42   Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements
of Section 13.4, the conduct of voting, the validity and effect of any proxies and the
determination of any controversies,  votes or challenges arising in connection with or
during the meeting or voting. The General Partner shall designate a Person to serve  as
chairman of any meeting and shall further designate a Person to take the minutes of any
meeting. All minutes shall be kept with the  records of the Partnership maintained by the
General Partner. The General Partner may make such other regulations consistent with
applicable law and this Agreement as it may deem advisable concerning the conduct of any
meeting of the Limited Partners or solicitation of approvals in writing, including
regulations in regard to the appointment of proxies, the appointment and duties of
inspectors of votes and approvals, the submission and examination of proxies and other
evidence of the right to vote, and the revocation of approvals in writing. 13.11      Action
Without a Meeting. If authorized by the General Partner, any action that may be
taken at a meeting of the Limited Partners may be taken without a meeting if an approval
in writing setting forth the action so taken is signed by Limited Partners owning not
less than the minimum percentage of the Outstanding Limited Partner Interests (including
Limited Partner Interests deemed owned by the General Partner) that would be necessary to
authorize or take such action at a meeting at which all the Limited Partners were present
and voted (unless such provision conflicts with any rule, regulation, guideline or
requirement of any National Securities Exchange on which the Limited Partner Interests
are listed or admitted for trading, in which case the rule, regulation, guideline or
requirement of such exchange shall govern). Prompt notice of the taking of action without
a meeting shall be given to the Limited Partners who have not approved in writing. The
General Partner may specify that any written ballot submitted to Limited Partners for the
purpose of taking any action without a meeting shall be returned to the Partnership
within the time period, which shall be not less than 20 days, specified by the General
Partner. If a ballot returned to the Partnership does not vote all of the Limited Partner
Interests held by the Limited Partners the Partnership shall be deemed to have failed to
receive a ballot for the Limited Partner Interests that were not voted. If approval of
the taking of any action by the Limited Partners is solicited by any Person other than by
or on behalf of the General Partner, the written approvals shall have no force and effect
unless and until (a) they are deposited with the Partnership in care of the General
Partner, (b) approvals sufficient to take the action proposed are dated as of a date not
more than 90 days prior to the date sufficient approvals are deposited with the
Partnership and (c) an Opinion of Counsel is delivered to the General Partner to the
effect that the exercise of such right and the action proposed to be taken with respect
to any particular matter (i) will not cause the Limited Partners to be deemed to be
taking part in the management and control of the business and affairs of the Partnership
so as to jeopardize the Limited Partners limited liability, and (ii) is otherwise
permissible under the state statutes then governing the rights, duties and liabilities of
the Partnership and the Partners. 13.12      Voting
and Other Rights. (a)   Only
those Record Holders of the applicable Limited Partner Interests on the Record Date set
pursuant to Section 13.6 (and also subject to the limitations contained in the definition
of Outstanding) shall be entitled to notice of, and to vote at, a meeting of
Limited Partners or to act with respect to matters as to which the holders of the
applicable Outstanding Limited Partner Interests have the right to vote or to act. All
references in this Agreement to votes of, or other acts that may be taken by, the
Outstanding Limited Partner Interests shall be deemed to be references to the votes or
acts of the Record Holders of such applicable Outstanding Limited Partner Interests. (b)  With
respect to Limited Partner Interests that are held for a Persons account by another
Person (such as a broker, dealer, bank, trust company or clearing corporation, or an
agent of any of the foregoing), in whose name such Limited Partner Interests are
registered, such other Person shall, in exercising the voting rights in respect of such
Limited Partner Interests on any matter, and unless the arrangement between such Persons
provides otherwise, vote such Limited Partner Interests in favor of, and at the direction
of, the Person who is the beneficial owner, and the Partnership shall be entitled to
assume it is so acting without further inquiry. The provisions of this Section 13.12(b)
(as well as all other provisions of this Agreement) are subject to the provisions of
Section 4.3. 43   ARTICLE XIV MERGER 14.1        Authority. The Partnership may merge or consolidate with or into one or more corporations,
limited liability companies, statutory trusts or associations, real estate investment
trusts, common law trusts or unincorporated businesses, including a partnership (whether
general or limited and including a limited liability partnership), formed under the laws
of the State of Delaware or any other state of the United States of America, pursuant to
a written agreement of merger or consolidation (Merger Agreement) in
accordance with this Article XIV. 14.2        Procedure
for Merger or Consolidation.  Merger or consolidation of the Partnership pursuant to
this Article XIV requires the prior consent of the General Partner and Special Approval,
provided, however, that, to the fullest extent permitted by law, the General
Partner shall have no duty or obligation to consent to any merger or consolidation of the
Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever
to the Partnership, any Limited Partner and, in declining to consent to a merger or
consolidation, shall not be required to act in good faith or pursuant to any other
standard imposed by this Agreement, any other agreement contemplated hereby or under the
Delaware Act or any other law, rule or regulation or at equity. If the General Partner
shall determine to consent to the merger or consolidation, the General Partner shall
approve the Merger Agreement, which shall set forth: (a)   the
names and jurisdictions of formation or organization of each of the business entities
proposing to merge or consolidate; (b)  the
name and jurisdiction of formation or organization of the business entity that is to
survive the proposed merger or consolidation (the Surviving Business Entity); (c)  the
terms and conditions of the proposed merger or consolidation; (d)  the
manner and basis of exchanging or converting the equity securities of each constituent
business entity for, or into, cash, property or general or limited partner interests,
rights, securities or obligations of the Surviving Business Entity; and (i) if any
general or limited partner interests, securities or rights of any constituent business
entity are not to be exchanged or converted solely for, or into, cash, property or
general or limited partner interests, rights, securities or obligations of the Surviving
Business Entity, the cash, property or general or limited partner interests, rights,
securities or obligations of any general or limited partnership, corporation, trust,
limited liability company, unincorporated business or other entity (other than the
Surviving Business Entity) which the holders of such general or limited partner
interests, securities or rights are to receive in exchange for, or upon conversion of
their general or limited partner interests, securities or rights, and (ii) in the case of
securities represented by certificates, upon the surrender of such certificates, which
cash, property or general or limited partner interests, rights, securities or obligations
of the Surviving Business Entity or any general or limited partnership, corporation,
trust, limited liability company, unincorporated business or other entity (other than the
Surviving Business Entity), or evidences thereof, are to be delivered; (e)   a
statement of any changes in the constituent documents or the adoption of new constituent
documents (the articles or certificate of incorporation, articles of trust, declaration
of trust, certificate or agreement of limited partnership, operating agreement or other
similar charter or governing document) of the Surviving Business Entity to be effected by
such merger or consolidation; (f)   the
effective time of the merger, which may be the date of the filing of the certificate of
merger pursuant to Section 14.4 or a later date specified in or determinable in
accordance with the Merger Agreement (provided, that if the effective time of the merger
is to be later than the date of the filing of the certificate of merger, the effective
time shall be fixed at a date or time certain at or prior to the time of the filing of
such certificate of merger and stated therein); and (g)  such
other provisions with respect to the proposed merger or consolidation that the General
Partner determines to be necessary or appropriate. 44   14.3        Approval
by Limited Partners of Merger or Consolidation. (a)   Except
as provided in Section 14.3(d) and Section 14.3(e), the General Partner, upon its
approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to
a vote of Limited Partners, whether at a special meeting or by written consent, in either
case in accordance with the requirements of Article XIII. A copy or a summary of the
Merger Agreement shall be included in or enclosed with the notice of a special meeting or
the written consent. (b)  Except
as provided in Section 14.3(d) and Section 14.3(e), the Merger Agreement shall be
approved upon receiving the affirmative vote or consent of the holders of a majority of
Outstanding Partnership Units. (c)   Except as provided in Section 14.3(d) and Section 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement. (d)  Notwithstanding anything else contained in this Agreement, the General Partner is permitted without Limited Partner approval, to (i) convert the Partnership into a new limited liability entity or (ii) merge the Partnership into, or convey all of the Partnerships assets to, another limited liability entity which shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership, provided that in each such case (A) the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or cause the Partnership, the MLP General Partner, the MLP or the Operating Partnership to be treated as an association taxable as a
corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (B) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity, (C) the governing instruments of the new entity provide the Limited Partners and the General Partner with rights and obligations that are, in all material respects, the same rights and obligations of the Limited Partners hereunder and (D) the organizational documents of the new entity and of the new entitys general partner, manager, board of directors or other Person exercising management and decision-making control over the new entity recognize and provide for, respectively, the establishment of an Audit and Conflicts Committee and the other matters described in Section 4.6(c)(iv). (e)   Additionally, notwithstanding anything else contained in this Agreement, the General Partner is permitted, without Limited Partner approval or Special Approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability of any Limited Partner or cause the Partnership, the MLP General Partner, the MLP or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (B) the merger or consolidation would not result in an amendment to the Partnership Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (C)
the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Partnership Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Partnership Unit of the Partnership after the effective date of the merger or consolidation, (E) the number of Partnership Securities to be issued by the Partnership in such merger or consolidation do not exceed 20% of the Partnership Securities Outstanding immediately prior to the effective date of such merger or consolidation, and (F) Section 4.6(c)(iv) is not affected thereby. 14.4        Certificate
of Merger. Upon the required approval by the General Partner and the Limited
Partners of a Merger Agreement, a certificate of merger shall be executed and filed with
the Secretary of State of the State of Delaware in conformity with the requirements of
the Delaware Act. 45   14.5        Effect
of Merger. (a)   At
the effective time of the certificate of merger: (i)       all
of the rights, privileges and powers of each of the business entities that has merged or
consolidated, and all property, real, personal and mixed, and all debts due to any of
those business entities and all other things and causes of action belonging to each of
those business entities, shall be vested in the Surviving Business Entity and after the
merger or consolidation shall be the property of the Surviving Business Entity to the
extent they were of each constituent business entity; (ii)       the
title to any real property vested by deed or otherwise in any of those constituent
business entities shall not revert and is not in any way impaired because of the merger
or consolidation; (iii)      all
rights of creditors and all liens on or security interests in property of any of those
constituent business entities shall be preserved unimpaired; and (iv)      all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b)  A
merger or consolidation effected pursuant to this Article shall not be deemed to result
in a transfer or assignment of assets or liabilities from one entity to another. 14.6        Amendment
of Partnership Agreement.  Pursuant to Section 17-211(g) of the Delaware Act, an
agreement of merger or consolidation approved in accordance with Section 17-211(b) of the
Delaware Act may (a) effect any amendment to this Agreement or (b) effect the adoption of
a new partnership agreement for a limited partnership if it is the Surviving Business
Entity.  Any such amendment or adoption made pursuant to this Section 14.6 shall be
effective at the effective time or date of the merger or consolidation. ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS 15.1        Right
 to Acquire Limited Partner Interests. (a)   Notwithstanding
any other provision of this Agreement, if at any time less than 10% of the total Limited
Partner Interests of any class then Outstanding is held by Persons other than the General
Partner and its Affiliates, the General Partner shall then have  the right, which right
it may assign and transfer in whole or in part to the Partnership or any Affiliate of the
General Partner,  exercisable at its option, to purchase all, but not less than all, of
such Limited Partner Interests of such class then Outstanding held by Persons other than
the General Partner and its Affiliates, at the greater of (x) the Current Market Price as
of the date three days prior to the date that the notice described in Section 15.1(b)
is mailed and (y) the highest price paid by the General Partner  or any of its Affiliates
for any such Limited Partner Interest of such class purchased during the 90-day period
preceding the date that the notice described in Section 15.1(b) is mailed. As used in
this  Agreement, (i) Current Market Price as of any date of any class of
Limited Partner Interests listed or admitted to trading on any National Securities
Exchange means the average of the daily Closing Prices (as hereinafter defined) per
limited partner interest of such class for the 20 consecutive Trading Days (as
hereinafter defined) immediately prior to such date; (ii) Closing Price for
any day means the last sale price on such day, regular way, or in case no such sale takes
place on such day, the average of the closing bid and asked prices on such day, regular
way, in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted for trading on the principal
National Securities Exchange (other than the Nasdaq  Stock Market) on which such Limited
Partner Interests of such class are listed or admitted to trading or, if such Limited
Partner Interests of such class are not listed or admitted to  trading on any National
Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such
day or, if not so  quoted, the average of the high bid and 46   low
asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock
 Market or such other system then in use, or, if on any such day such Limited Partner
Interests of such class are not quoted by any such organization, the average of the
closing bid and asked prices on such day as furnished by a professional market maker
making a  market in such Limited Partner Interests of such class selected by the General
Partner, or if on any such day no market maker is making  a market in such Limited
Partner Interests of such class, the fair value of such Limited Partner Interests on such
day as determined  by the General Partner; and (iii) Trading Day means a day
on which the principal National Securities Exchange on which such Limited Partner
Interests of any class are listed or admitted to trading is open for the transaction of
business or, if Limited Partner Interests of a class are not listed or admitted to
trading on any National Securities Exchange, a day on which banking institutions in New
York City generally are open. (b)  If
the General Partner elects to exercise the right to purchase Limited Partner Interests
granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer
Agent notice of such election to purchase (the Notice of Election to Purchase)
and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase
to the Record Holders of Limited Partner Interests of such class (as of a Record Date
selected by the General Partner) at least 10, but not more than 60, days prior to the
Purchase Date. Such Notice of Election to Purchase shall also be published for a period
of at least three consecutive days in at least two daily newspapers of general
circulation printed in the English language and published in the Borough of Manhattan,
New York. The Notice of Election to Purchase shall specify the Purchase Date and the
price (determined in accordance with Section 15.1(a)) at which Limited Partner
Interests will be purchased and state that the General Partner, its Affiliate or the
Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon
surrender of Certificates representing such Limited Partner Interests in exchange for
payment, at such office or offices of the Transfer Agent as the Transfer Agent may
specify, or as may be required by any National Securities Exchange on which such Limited
Partner Interests are listed or admitted to trading. Any such Notice of Election to
Purchase mailed to a Record Holder of Limited Partner Interests at his address as
reflected in the records of the Transfer Agent shall be conclusively presumed to have
been given regardless of whether the owner receives such notice. On or prior to the
Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be,
shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate
purchase price of all of such Limited Partner Interests to be purchased in accordance
with this Section 15.1. If the Notice of Election to Purchase shall have been duly given
as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the
Purchase Date the deposit described in the preceding sentence has been made for the
benefit of the holders of Limited Partner Interests subject to purchase as provided
herein, then from and after the Purchase Date, notwithstanding that any Certificate shall
not have been surrendered for purchase, all rights of the holders of such Limited Partner
Interests (including any rights pursuant to Articles IV, V, VI, and XII) shall thereupon
cease, except the right to receive the purchase price (determined in accordance with
Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender
to the Transfer Agent of the Certificates representing such Limited Partner Interests,
and such Limited Partner Interests shall thereupon be deemed to be transferred to the
General Partner, its Affiliate or the Partnership, as the case may be, on the record
books of the Transfer Agent and the Partnership, and the General Partner or any Affiliate
of the General Partner, or the Partnership, as the case may be, shall be deemed to be the
owner of all such Limited Partner Interests from and after the Purchase Date and shall
have all rights as the owner of such Limited Partner Interests (including all rights as
owner of such Limited Partner Interests pursuant to Articles IV, V, VI and XII). (c)   At
any time from and after the Purchase Date, a holder of an Outstanding Limited Partner
Interest subject to purchase as provided in this Section 15.1 may surrender his
Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange
for payment of the amount described in Section 15.1(a), therefor, without interest
thereon. ARTICLE XVI GENERAL PROVISIONS 16.1        Addresses
and Notices. Any notice, demand, request, report or proxy materials required or
permitted to be given or made to a Partner under this Agreement shall be in writing and
shall be deemed given or made when 47   delivered
in person or when sent by first class United States mail or by other means of written
communication to the Partner at the address described below.  Any notice, payment or
report to be given or made to a Partner hereunder shall be deemed conclusively to have
been given or made,  and the obligation to give such notice or report or to make such
payment shall be deemed conclusively to have been fully satisfied, upon sending of such
notice, payment or report to the Record Holder of such Partnership Securities at his
address as shown on the records of the Transfer Agent or as otherwise shown on the
records of the Partnership, regardless of any claim of any Person who may have an
interest in such Partnership Securities by reason of any assignment or otherwise. An
affidavit or certificate of making of any notice, payment or report in accordance with
the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent
or the mailing organization shall be prima facie evidence of the giving or making of such
notice, payment or report.  If any notice, payment or report addressed to a Record Holder
at the address of such Record Holder appearing on the books and records of the Transfer
Agent or the Partnership is returned by the United States Post Office marked to indicate
that the United States Postal Service is unable to deliver it, such notice, payment or
report and any subsequent notices, payments and reports shall be deemed to have  been
duly given or made without further mailing (until such time as such Record Holder or
another Person notifies the Transfer Agent or  the Partnership of a change in his
address) if they are available for the Partner at the principal office of the Partnership
for a period of one year from the date of the giving or making of  such notice, payment
or report to the other Partners. Any notice to the Partnership shall be deemed given if
received by the General Partner at the principal office of the Partnership designated
pursuant to Section 2.3. The General Partner may rely and shall be protected in relying
on any notice or other document from a Partner or other Person if believed by it to be
genuine. 16.2        Further
Action. The parties shall execute and deliver all documents, provide all information
and take or refrain from taking action as may be necessary or appropriate to achieve the
purposes of this Agreement. 16.3        Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal representatives and
permitted assigns. 16.4        Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining
to the subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto. 16.5        Creditors.  None
of the provisions of this Agreement shall be for the benefit of, or shall be enforceable
by, any creditor of the Partnership. 16.6        Waiver. No failure by any party to insist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or to exercise any right or remedy consequent
upon a breach thereof shall constitute waiver of any such breach of any other covenant,
duty, agreement or condition. 16.7        Counterparts. This Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that all such
parties are not signatories to the original or the same counterpart. Each party shall
become bound by this Agreement immediately upon affixing its signature hereto or, in the
case of a Person acquiring a Limited Partner Interest pursuant to Section 10.1(a)
without execution hereof. 16.8        Applicable
Law.  This Agreement shall be construed in accordance with and governed by the laws
of the State of Delaware, without regard to the principles of conflicts of law. 16.9        Invalidity
of Provisions.  If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. 16.10    Consent
of Partners. Each Partner hereby expressly consents and agrees that, whenever in
this Agreement it is specified that an action may be taken upon the affirmative vote or
consent of less than all of the Partners, such action may be so taken upon the
concurrence of less than all of the Partners and each Partner shall be bound by the
results of such action. 48   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. GENERAL PARTNER:EPE HOLDINGS, LLC By:
/s/ Michael A CreelMichael A. CreelPresident and Chief Executive OfficerLIMITED PARTNERS:All Limited Partners now and
hereafter admitted as Limited Partners of the Partnership, pursuant to Powers of Attorney now and hereafter
 executed in favor of, and granted and delivered to the General Partner or without execution pursuant to
Section 10.1(a) hereof.By:
     EPE Holdings, LLCGeneral Partner, as attorney-in-fact
 for the Limited Partners pursuant to the Powers of Attorney granted pursuant to Section 2.6.   By:
/s/ Michael A CreelMichael A. CreelPresident and Chief Executive Officer         49   Attachment I DEFINED TERMS Adjusted
Capital Account means the Capital Account maintained for each Partner as of the
end of each fiscal year of the Partnership, (a) increased by any amounts that such
Partner is obligated to restore under the standards set by Treasury Regulation Section
1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g)
and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that,
as of the end of such fiscal year, are reasonably expected to be allocated to such
Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and
Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions
that, as of the end of such fiscal year, are reasonably expected to be made to such
Partner in subsequent years in accordance with the terms of this Agreement or otherwise
to the extent they exceed offsetting increases to such Partners Capital Account
that are reasonably expected to occur during (or prior to) the year in which such
distributions are reasonably expected to be made (other than increases as a result of a
minimum gain chargeback pursuant to Section 6.1(b)(i) or 6.1(b)(ii)). The foregoing
definition of Adjusted Capital Account is intended to comply with the provisions of
Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith. The Adjusted Capital Account of a Partner in respect of a General
Partner Interest, a Unit or any other specified interest in the Partnership shall be the
amount which such Adjusted Capital Account would be if such General Partner Interest,
Unit or other interest in the Partnership were the only interest in the Partnership held
by a Partner from and after the date on which such General Partner Interest, Unit or
other interest was first issued. Adjusted
Property means any property the Carrying Value of which has been adjusted
pursuant to Section 5.5(d)(i) or 5.5(d)(ii). Once an Adjusted Property is deemed
contributed to a new partnership in exchange for an interest in the new partnership,
followed by the deemed liquidation of the Partnership for federal income tax purposes
upon a termination of the Partnership pursuant to Treasury Regulation Section
1.708-(b)(1)(iv), such property shall thereafter constitute a Contributed Property until
the Carrying Value of such property is subsequently adjusted pursuant to Section 5.5(d)(i)
or 5.5(d)(ii). Administrative
Services Agreement means the Third Amended and Restated Administrative Services
Agreement, dated as of August 15, 2005, but effective as of February 24, 2005, by and
among EPCO, the Partnership, the MLP, the Operating Partnership, the General Partner, the
MLP General Partner, the Operating General Partner, Teppco MLP, Teppco MLP General
Partner and certain other parties thereto, as it may be amended or restated from time to
time. Affiliate means,
with respect to any Person, any other Person that directly or indirectly through one or
more intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term control means the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by contract or
otherwise.  Notwithstanding the foregoing, a Person shall only be considered an Affiliate of
the General Partner if such Person owns, directly or indirectly, 50% or more of the
voting securities of the General Partner or otherwise possesses the sole power to direct
or cause the direction of the management and policies of the General Partner. Affiliate
Units means a total of 535,714 Partnership Units to be purchased by the
Underwriters at the Offering Price per Initial Unit pursuant to the Underwriting
Agreement for resale at the same price to (i) Duncan Family Interests, Inc. (178,572
Units), (ii) the Duncan Family 2000 Trust (178,571 Units), and (iii) O. S. Andras
(178,571 Units). Agreed
Allocation means any allocation, other than a Required Allocation, of an item
of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a
Curative Allocation (if appropriate to the context in which the term Agreed
Allocation is used). Agreed
Value of any Contributed Property means the fair market value of such property
or other consideration at the time of contribution as determined by the General Partner.
The General Partner shall use such method as it determines to be appropriate to allocate
the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a
single or integrated transaction among each separate property on a basis proportional to
the fair market value of each Contributed Property. A-1   Agreement means
this First Amended and Restated Agreement of Limited Partnership of Enterprise GP
Holdings L.P., as it may be amended, supplemented or restated from time to time. Associate means,
when used to indicate a relationship with any Person, (a) any corporation or organization
of which such Person is a director, officer or partner or is, directly or indirectly, the
owner of 20% or more of any class of voting stock or other voting interest; (b) any trust
or other estate in which such Person has at least a 20% beneficial interest or as to
which such Person serves as trustee or in a similar fiduciary capacity; and (c) any
relative or spouse of such Person, or any relative of such spouse, who has the same
principal residence as such Person. Audit
and Conflicts Committee means a committee of the Board of Directors of the
General Partner composed entirely of three or more directors who meet the independence,
qualification and experience requirements established by the Securities Exchange Act and
the rules and regulations of the Commission thereunder and by the New York Stock
Exchange. Available
Cash means, with respect to any Quarter ending prior to the Liquidation Date, (a)the
sum of all cash and cash equivalents of the Partnership on hand at the end of such
Quarter, less (b)  the
amount of any cash reserves that is established by the General Partner to (i) satisfy
general, administrative and other expenses and debt service requirements, (ii) permit the
MLP General Partner to make capital contributions to the MLP to maintain its 2% general
partner interest upon the issuance of partnership securities by the MLP (subject to the
provisions of Section 2.9(e)), (iii) comply with applicable law or any loan agreement,
security agreement, mortgage, debt instrument or other agreement or obligation to which
the Partnership is a party or by which it is bound or its assets are subject, (iv)
provide funds for distributions under Section 6.4 or 6.5 in respect of any one or more of
the next four Quarters; provided, however, that disbursements made by the MLP or
the MLP General Partner or cash reserves established, increased or reduced after the end
of such Quarter, but on or before the date of determination of Available Cash with
respect to such Quarter, shall be deemed to have been made, established, increased or
reduced, for purposes of determining Available Cash, within such Quarter if the General
Partner so determines or (v) otherwise provide for the proper conduct of the business of
the Partnership subsequent to such Quarter. Notwithstanding
the foregoing, Available Cash with respect to the Quarter in which the
Liquidation Date occurs and any subsequent Quarter shall equal zero. Board
of Directors means, with respect to the Board of Directors of the General
Partner, its board of directors or managers, as applicable, if a corporation or limited
liability company, or if a limited partnership, the board of directors or board of
managers of the general partner of the General Partner. Book-Tax
Disparity means with respect to any item of Contributed Property or Adjusted
Property, as of the date of any determination, the difference between the Carrying Value
of such Contributed Property or Adjusted Property and the adjusted basis thereof for
federal income tax purposes as of such date. A Partners share of the Partnerships
Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be
reflected by the difference between such Partners Capital Account balance as
maintained pursuant to Section 5.5 and the hypothetical balance of such Partners
Capital Account computed as if it had been maintained strictly in accordance with federal
income tax accounting principles. Business
Day means Monday through Friday of each week, except that a legal holiday
recognized as such by the government of the United States of America or the states of New
York or Texas shall not be regarded as a Business Day. Capital
Account means the capital account maintained for a Partner pursuant to Section
5.5. The Capital Account of a Partner in respect of a General Partner
Interest, a Unit or any other Partnership Interest shall be the amount which such Capital
Account would be if such General Partner Interest, Unit or other Partnership Interest
were the only interest in the Partnership held by a Partner from and after the date on
which such General Partner Interest, Unit or other Partnership Interest was first issued. A-2   Capital
Contribution means any cash, cash equivalents or the Net Agreed Value of
Contributed Property that a Partner contributes to the Partnership. Carrying
Value means (a) with respect to a Contributed Property, the Agreed Value of
such property reduced (but not below zero) by all depreciation, amortization and cost
recovery deductions charged to the Partners Capital Accounts in respect of such
Contributed Property, and (b) with respect to any other Partnership property, the
adjusted basis of such property for federal income tax purposes, all as of the time of
determination. The Carrying Value of any property shall be adjusted from time to time in
accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or
other adjustments to the Carrying Value for dispositions and acquisitions of Partnership
properties, as deemed appropriate by the General Partner. Cause means
a court of competent jurisdiction has entered a final, non-appealable judgment finding
the General Partner liable for actual fraud or willful misconduct in its capacity as
general partner of the Partnership. Certificate means
(a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii)
issued in global form in accordance with the rules and regulations of the Depositary or
(iii) in such other form as may be adopted by the General Partner, issued by the
Partnership evidencing ownership of one or more Units, or (b) a certificate, in such form
as may be adopted by the General Partner, issued by the Partnership evidencing ownership
of one or more other Partnership Securities. Certificate
of Limited Partnership means the Certificate of Limited Partnership of the
Partnership filed with the Secretary of State of the State of Delaware as referenced in
Section 2.1, as such Certificate of Limited Partnership may be amended, supplemented or
restated from time to time. Citizenship
Certification means a properly completed certificate in such form as may be
specified by the General Partner by which a Limited Partner certifies that he (and if he
is a nominee holding for the account of another Person, that to the best of his knowledge
such other Person) is an Eligible Citizen. Claim has
the meaning assigned to such term in Section 7.12(c). Closing
Date means the first date on which the Units are sold by the Partnership to the
Underwriters pursuant to the provisions of the Underwriting Agreement. Closing
Price has the meaning assigned to such term in Section 15.1(a). Code means
the Internal Revenue Code of 1986, as amended and in effect from time to time and as
interpreted by the applicable regulations thereunder. Any reference herein to a specific
section or sections of the Code shall be deemed to include a reference to any
corresponding provision of successor law. Commission means
the United States Securities and Exchange Commission. Contributed
Property means each property or other asset, in such form as may be permitted
by the Delaware Act, but excluding cash, contributed to the Partnership (or deemed
contributed to a new partnership on termination of the Partnership pursuant to Section
708 of the Code). Once the Carrying Value of a Contributed Property is adjusted pursuant
to Section 5.5(d), such property shall no longer constitute a Contributed Property, but
shall be deemed an Adjusted Property. Contribution
Agreement means the Contribution, Conveyance and Assignment Agreement by and
among the Partnership, the General Partner, Dan Duncan LLC, Duncan Family Interests,
Inc., DFI GP Holdings L.P. and DFI Holdings, LLC, dated as of the date of this Agreement. Curative
Allocation means any allocation of an item of income, gain, deduction, loss or
credit pursuant to the provisions of Section 6.1(b)(ix). Current Market Price has the meaning assigned to such term in Section 15.1(a). A-3   Dan
Duncan LLC means Dan Duncan LLC, a Delaware limited liability company. Delaware
Act means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. §17-101,
et seq., as amended, supplemented or restated from time to time, and any successor to
such statute. Departing
General Partner means a former General Partner from and after the effective
date of any withdrawal or removal of such former General Partner pursuant to Section 11.1
or 11.2. Depositary means,
with respect to any Partnership Units issued in global form, The Depository Trust Company
and its successors and permitted assigns. DFI means
Duncan Family Interests, Inc. (formerly, EPC Partners II, Inc.), a Delaware corporation. Duncan means,
collectively, individually or in any combination, Dan L. Duncan, his wife, descendants,
heirs and/or legatees and/or distributees of Dan L. Duncans estate, and/or trusts
established for the benefit of his wife, descendants, such legatees and/or distributees
and/or their respective descendants, heirs, legatees and distributees. Economic
Risk of Loss has the meaning set forth in Treasury Regulation Section
1.752-2(a). Eligible
Citizen means a Person qualified to own interests in real property in
jurisdictions in which the Partnership or the MLP General Partner does business or
proposes to do business from time to time, and whose status as a Limited Partner does not
or would not subject the Partnership or theMLPGeneral Partner to a
significant risk of cancellation or forfeiture of any of its properties or any interest
therein, as determined by the General Partner. Employee
Partnership means EPE Unit L.P., a Delaware limited partnership, of which EPCO
is the general partner. EPCO means
EPCO, Inc. (formerly, Enterprise Products Company), a Texas Subchapter S corporation. Event
of Withdrawal has the meaning assigned to such term in Section 11.1(a). General
Partner means EPE Holdings, LLC, a Delaware limited liability company, and its
successors and permitted assigns that are admitted to the Partnership as general partner
of the Partnership, in its capacity as general partner of the Partnership (except as the
context otherwise requires). General
Partner Interest means the management and ownership interest, if any, of the
General Partner in the Partnership (in its capacity as a general partner without
reference to any Limited Partner Interest held by it) which may be evidenced by
Partnership Securities or a combination thereof or interest therein, and includes any and
all benefits to which the General Partner is entitled as provided in this Agreement,
together with all obligations of the General Partner to comply with the terms and
provisions of this Agreement. Group means
a Person that with or through any of its Affiliates or Associates has any contract,
arrangement, understanding or relationship for the purpose of acquiring, holding, voting
(except voting pursuant to a revocable proxy or consent given to such Person in response
to a proxy or consent solicitation made to 10 or more Persons), exercising investment
power or disposing of any Partnership Securities with any other Person that beneficially
owns, or whose Affiliates or Associates beneficially own, directly or indirectly,
Partnership Interests. Holder as
used in Section 7.12, has the meaning assigned to such term in Section 7.12(a). Indemnified
Persons has the meaning assigned to such term in Section 7.12(c). Indemnitee means
(a)  the General Partner, any Departing General Partner and any Person who is or was an
Affiliate of the General Partner or any Departing General Partner, (b) any Person who is
or was a member, director, officer, fiduciary or trustee of the Partnership, (c) any
Person who  is or was an officer, member, partner, director, employee, agent or trustee
of the General Partner or any Departing General Partner or  any Affiliate of the General
Partner or any Departing General Partner, or any Affiliate of any such Person and (d) any
Person who is or  was serving at the A-4   request
of the General Partner or any Departing General Partner or any such Affiliate as a
director, officer, employee,  member, partner, agent, fiduciary or trustee of another
Person; provided, that a Person shall not be an Indemnitee by reason of providing,  on a
fee-for- services basis, trustee, fiduciary or custodial services and (e) any Person the
General Partner designates as  an Indemnitee for purposes of this Agreement. Initial
Limited Partners means DFI, Dan Duncan LLC and the Underwriters, in each case
upon being admitted to the Partnership in accordance with Section 10.1. Initial
Offering means the initial offering and sale of Units to the public, as
described in the Registration Statement. Initial
Units means the Units sold in the Initial Offering. Issue
Price means the price at which a Partnership Unit other than an Affiliate Unit
is purchased from the Partnership, after taking into account any sales commission or
underwriting discount charged to the Partnership. Limited
Partner means, unless the context otherwise requires, each Initial Limited
Partner, each additional Person that becomes a Limited Partner pursuant to the terms of
this Agreement, each additional Limited Partner and any Departing General Partner upon
the change of its status from General Partner to Limited Partner pursuant to Section
11.3, in each case, in such Persons capacity as a limited partner of the
Partnership. Limited
Partner Interest means the ownership interest of a Limited Partner in the
Partnership, which may be evidenced by Units or other Partnership Securities or a
combination thereof or interest therein, and includes any and all benefits to which such
Limited Partner is entitled as provided in this Agreement, together with all obligations
of such Limited Partner to comply with the terms and provisions of this Agreement. Liquidation
Date means (a) in the case of an event giving rise to the dissolution of the
Partnership of the type described in clauses (a) and (b) of the first sentence of Section
12.2, the date on which the applicable time period during which the holders of
Outstanding Partnership Units have the right to elect to continue the business of the
Partnership has expired without such an election being made, and (b) in the case of any
other event giving rise to the dissolution of the Partnership, the date on which such
event occurs. Liquidator means
one or more Persons selected by the General Partner to perform the functions described in
Section 12.3 as liquidating trustee of the Partnership within the meaning of the
Delaware Act. Merger
Agreement has the meaning assigned to such term in Section 14.1. MLP means
Enterprise Products Partners L.P., a Delaware limited partnership, and any successors
thereto. MLP
General Partner means Enterprise Products GP, LLC, a Delaware limited liability
company, and its successors and permitted assigns as general partner of the MLP. MLP
Partnership Agreement means the Fifth Amended and Restated Agreement of Limited
Partnership of the MLP, as it may be amended or restated from time to time. National
Securities Exchange means an exchange registered with the Commission under
Section 6(a) of the Securities Exchange Act or The Nasdaq Stock Market or any successor
thereto. Net Agreed Value means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property distributed to a Partner by the Partnership, the Partnerships Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution, in either case, as determined under Section 752 of the Code. A-5    Net
Income means, for any taxable year, the excess, if any, of the Partnerships
items of income and gain (other than those items taken into account in the computation of
Net Termination Gain or Net Termination Loss) for such taxable year over the Partnerships
items of loss and deduction (other than those items taken into account in the computation
of Net Termination Gain or Net Termination Loss) for such taxable year. The items
included in the calculation of Net Income shall be determined in accordance with Section
5.5(b) and shall not include any items specially allocated under Section 6.1(b). Net
Loss means, for any taxable year, the excess, if any, of the Partnerships
items of loss and deduction (other than those items taken into account in the computation
of Net Termination Gain or Net Termination Loss) for such taxable year over the
Partnerships items of income and gain (other than those items taken into account in
the computation of Net Termination Gain or Net Termination Loss) for such taxable year.
The items included in the calculation of Net Loss shall be determined in accordance with
Section 5.5(b) and shall not include any items specially allocated under Section 6.1(b). Net
Termination Gain means, for any taxable year, the sum, if positive, of all
items of income, gain, loss or deduction recognized by the Partnership after the
Liquidation Date. The items included in the determination of Net Termination Gain shall
be determined in accordance with Section 5.5(b) and shall not include any items of
income, gain or loss specially allocated under Section 6.1(b). Net
Termination Loss means, for any taxable year, the sum, if negative, of all
items of income, gain, loss or deduction recognized by the Partnership after the
Liquidation Date. The items included in the determination of Net Termination Loss shall
be determined in accordance with Section 5.5(b) and shall not include any items of
income, gain or loss specially allocated under Section 6.1(b). Non-citizen
Assignee means a Person whom the General Partner has determined does not
constitute an Eligible Citizen and as to whose Partnership Interest the General Partner
has become substituted as the limited partner, pursuant to Section 4.8. Nonrecourse
Built-in Gain means with respect to any Contributed Properties or Adjusted
Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the
amount of any taxable gain that would be allocated to the Partners pursuant to Sections
6.2(b)(i)(A), 6.2(b)(ii)(A) and 6.2(b)(iii) if such properties were disposed of in a
taxable transaction in full satisfaction of such liabilities and for no other
consideration. Nonrecourse
Deductions means any and all items of loss, deduction or expenditures
(described in Section 705(a)(2)(B) of the Code) that, in accordance with the
principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse
Liability. Nonrecourse
Liability has the meaning set forth in Treasury Regulation Section
1.752-1(a)(2). Non-Voting
Units has the meaning assigned to such term in Section 5.12. Notice
of Election to Purchase has the meaning assigned to such term in Section
15.1(b) hereof. Offering
Price means the price at which an Affiliate Unit is purchased from the
Partnership, with no sales commission or underwriting discount being charged to the
Partnership. Operating
General Partner means Enterprise Products OLPGP, Inc., a Delaware corporation
and wholly owned subsidiary of the MLP, and any successors and permitted assigns as the
General Partner of the Operating Partnership. Operating
Partnership means Enterprise Products Operating L.P., a Delaware limited
partnership, and any successors thereto. Opinion
of Counsel means a written opinion of counsel (who may be regular counsel to
the Partnership or the General Partner or any of its Affiliates) acceptable to the
General Partner. Option Closing Date has the meaning assigned to such term in the Underwriting Agreement. A-6   Outstanding means,
with respect to Partnership Securities, all Partnership Securities that are issued by the
Partnership and reflected as outstanding on the Partnerships books and records as
of the date of determination; provided, however, that, with respect to Partnership
Securities, if at any time any Person or Group (other than the General Partner or its
Affiliates) beneficially owns 20% or more of any Outstanding Partnership Securities of
any class then Outstanding, all Partnership Securities owned by such Person or Group
shall not be voted on any matter and shall not be considered to be Outstanding when
sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise
required by law), calculating required votes, determining the presence of a quorum or for
other similar purposes under this Agreement, except that Units so owned shall be
considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Units shall not,
however, be treated as a separate class of Partnership Securities for purposes of this
Agreement); provided, further, that the foregoing limitation shall not apply to
(i) any Person or Group who acquired 20% or more of any Outstanding Partnership
Securities of any class then Outstanding directly from the General Partner or its
Affiliates, (ii) to any Person or Group who acquired 20% or more of any Outstanding
Partnership Securities of any class then Outstanding directly or indirectly from a Person
or Group described in clause (i) provided that the General Partner shall have notified
such Person or Group in writing that such limitation shall not apply or (iii) to any
Person or Group who acquired 20% or more of any Partnership Securities issued by the
Partnership with the approval of the prior Board of Directors of the General Partner.  In
addition, Non-Voting Units shall not be voted on any matter (unless otherwise required by
law) and shall not be considered to be Outstanding when sending notices of a meeting of
Limited Partners to vote on any matter (unless otherwise required by law), calculating
required votes, determining the presence of a quorum or for other similar purposes under
this Agreement. Over-Allotment
Option means the over-allotment option granted to the Underwriters by the
Partnership pursuant to the Underwriting Agreement. Partner
Nonrecourse Debt has the meaning set forth in Treasury Regulation Section
1.704-2(b)(4). Partner
Nonrecourse Debt Minimum Gain has the meaning set forth in Treasury Regulation
Section 1.704-2(i)(2). Partner
Nonrecourse Deductions means any and all items of loss, deduction or
expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code)
that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are
attributable to a Partner Nonrecourse Debt. Partners means
the General Partner and the Limited Partners. Partnership means
Enterprise GP Holdings L.P., a Delaware limited partnership, and any successors thereto. Partnership
Interest means an ownership interest in the Partnership, which shall include
General Partner Interests and Limited Partner Interests. Partnership
Minimum Gain means that amount determined in accordance with the principles of
Treasury Regulation Section 1.704-2(d). Partnership
Security means any class or series of equity interest in the Partnership (but
excluding any options, rights, warrants and appreciation rights relating to any equity
interest in the Partnership), including Units. Partnership
Unit means a Partnership Security that is designated as a Partnership Unit and
shall include Units but shall not include a General Partner Interest; provided, that each
Unit at any time Outstanding shall represent the same fractional part of the Partnership
Interests of all Limited Partners holding Units as each other Unit. Percentage
Interest means as of the date of such determination (a) as to the General
Partner, 0.01%; (b) as to any Partner holding Units, the product obtained by multiplying
(i) 99.99% less the percentage applicable to clause (c) below, multiplied by the quotient
obtained by dividing (A) the number of Units held by such Partner by (B) the total number
of all Outstanding Units; and (c) as to the holders of additional Partnership Securities
issued by the Partnership in accordance with Section 5.6, the percentage established as a
part of such issuance. Person means
an individual or a corporation, limited liability company, partnership, joint venture,
trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity. A-7   Pro
Rata means (a) when modifying Partnership Units or any class thereof,
apportioned equally among all designated Partnership Units in accordance with their
relative Percentage Interests and (b) when modifying Partners or Record Holders,
apportioned among all Partners or Record Holders, as the case may be, in accordance with
their respective Percentage Interests. Purchase
Date means the date determined by the General Partner as the date for purchase
of all Outstanding Partnership Units (other than Partnership Units owned by the General
Partner and its Affiliates) pursuant to Article XV. Purchased
Interest has the meaning assigned to such term in Section 11.3(a). Quarter means,
unless the context requires otherwise, a fiscal quarter of the Partnership, or with
respect to the first fiscal quarter of the Partnership after the Closing Date, the
portion of such fiscal quarter after the Closing Date. Recapture
Income means any gain recognized by the Partnership (computed without regard to
any adjustment required by Sections 734 or 743 of the Code) upon the disposition of any
property or asset of the Partnership, which gain is characterized as ordinary income
because it represents the recapture of deductions previously taken with respect to such
property or asset. Record
Date means the date established by the General Partner for determining (a) the
identity of the Record Holders entitled to notice of, or to vote at, any meeting of
Limited Partners or entitled to vote by ballot or give approval of Partnership action in
writing without a meeting or entitled to exercise rights in respect of any lawful action
of Limited Partners or (b) the identity of Record Holders entitled to receive any report
or distribution or to participate in any offer. Record
Holder means the Person in whose name a Unit is registered on the books of the
Transfer Agent as of the opening of business on a particular Business Day, or with
respect to other Partnership Interests, the Person in whose name any such other
Partnership Interest is registered on the books that the General Partner has caused to be
kept as of the opening of business on such Business Day. Redeemable
Interests means any Partnership Interests for which a redemption notice has
been given, and has not been withdrawn, pursuant to Section 4.10. Registration
Statement means the Registration Statement on Form S-1 (Registration No.
333-124320) as it has been or as it may be amended or supplemented from time to time,
filed by the Partnership with the Commission under the Securities Act to register the
offering and sale of the Units in the Initial Offering. Required
Allocations means (a) any limitation imposed on any allocation of Net Losses
under Section 6.1(a) and (b) any allocation of an item of income, gain, loss or deduction
pursuant to Section 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iii), 6.1(b)(v), 6.1(b)(vi) or
6.1(b)(viii). Residual
Gain or Residual Loss means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes resulting from
a sale, exchange or other disposition of a Contributed Property or Adjusted Property, to
the extent such item of gain or loss is not allocated pursuant to Section 6.2(b)(i)(A) or
6.2(b)(ii)(A), respectively, to eliminate Book-Tax Disparities. Securities
Act means the Securities Act of 1933, as amended, supplemented or restated from
time to time, and any successor to such statute. Securities
Exchange Act means the Securities Exchange Act of 1934, as amended,
supplemented or restated from time to time, and any successor to such statute. Special
Approval means approval by a majority of the members of the Audit and Conflicts
Committee. Subsidiary means,
 with respect to any Person, (a) a corporation of which more than 50% of the voting power
of shares entitled (without regard to the occurrence of any contingency) to vote in the
election of directors or other governing body of such corporation is owned, directly or
 indirectly, at the date of determination, by such Person, by one or more Subsidiaries of
such Person or a combination thereof, (b) a partnership (whether general or limited) in
which A-8   such
Person or a Subsidiary of such Person is, at the date of determination, a general  or
limited partner of such partnership, but only if more than 50% of the partnership
interests of such partnership (considering all of the partnership interests of the
partnership as a single class) is owned, directly or indirectly, at the date of
determination, by such  Person, by one or more Subsidiaries of such Person, or a
combination thereof, or (c) any other Person (other than a corporation or a partnership)
in  which such Person, one or more Subsidiaries of such Person, or a combination thereof,
directly or indirectly, at the date of determination,  has (i) at least a majority
ownership interest or (ii) the power to elect or direct the election of a majority of the
directors or other  governing body of such Person. Surviving
Business Entity has the meaning assigned to such term in Section 14.2(b). Teppco
MLP means TEPPCO Partners, L.P., a Delaware limited partnership, and any
successors thereto. Teppco
MLP General Partner means Texas Eastern Products Pipeline Company, LLC, a
Delaware limited liability company, and any successors thereto. Trading
Day has the meaning assigned to such term in Section 15.1(a). transfer has
the meaning assigned to such term in Section 4.4(a). Transfer
Agent means such bank, trust company or other Person (including the General
Partner or one of its Affiliates) as shall be appointed from time to time by the
Partnership to act as registrar and transfer agent for the Units and as may be appointed
from time to time by the Partnership to act as registrar and transfer agent for any other
Partnership Securities; provided that if no Transfer Agent is specifically designated for
any such other Partnership Securities, the General Partner shall act in such capacity. Underwriter means
each Person named as an underwriter in Schedule 1 to the Underwriting Agreement who
purchases Units pursuant thereto. Underwriting
Agreement means the Underwriting Agreement dated August 23, 2005, among the
Underwriters, the Partnership and certain other parties, providing for the purchase of
Units by such Underwriters. Unit means
a Partnership Security representing a fractional part of the Partnership Interests of all
Limited Partners and of the General Partner (exclusive of its interest as a holder of a
General Partner Interest) and having the rights and obligations specified with respect to
Units in this Agreement. Unit
Purchase Agreement means the Unit Purchase Agreement dated August 23, 2005,
between the Employee Partnership, the Partnership and the General Partner, providing for
the purchase of Units by the Employee Partnership directly from the Partnership. Unitholders means
the holders of Partnership Units. Unrealized
Gain attributable to any item of Partnership property means, as of any date of
determination, the excess, if any, of (a) the fair market value of such property as of
such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such
property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d)
as of such date). Unrealized
Loss attributable to any item of Partnership property means, as of any date of
determination, the excess, if any, of (a) the Carrying Value of such property as of such
date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over
(b) the fair market value of such property as of such date (as determined under Section
5.5(d)). U.S.
GAAP means United States generally accepted accounting principles consistently
applied. Withdrawal
Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).  A-9