exhibit10_1.htm


    
      
        
          Exhibit
10.1  

        

      

      
 


       

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      AGREEMENT
OF LIMITED PARTNERSHIP

       

      OF

       

      TEPPCO
UNIT II L.P.

       

      


       

      


       

      


       

      


       

      Dated
as of

       

      November
13, 2008

       


      
        
          
             

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

       

      ARTICLE I

      DEFINITIONS

       

      
        
          	
                  1.01

                	
                  Certain
      Definitions 

                	
                  1

                
	
                  1.02

                	
                  Other
      Definitions 

                	
                  5

                


        

         

        ARTICLE II

        ORGANIZATIONAL
MATTERS

         

        
          	
                  2.01

                	
                  Formation 

                	
                  5

                
	
                  2.02

                	
                  Name 

                	
                  5

                
	
                  2.03

                	
                  Registered
      Office; Registered Agent; Other Offices 

                	
                  5

                
	
                  2.04

                	
                  Purposes 

                	
                  6

                
	
                  2.05

                	
                  Certificate;
      Foreign Qualification 

                	
                  6

                
	
                  2.06

                	
                  Term 

                	
                  6

                
	
                  2.07

                	
                  Merger
      or Consolidation 

                	
                  6

                


        

         

        ARTICLE III

        PARTNERS;
DISPOSITIONS OF INTERESTS

         

        
          	
                  3.01

                	
                  Partners 

                	
                  6

                
	
                  3.02

                	
                  Representations
      and Warranties 

                	
                  7

                
	
                  3.03

                	
                  Restrictions
      on the Disposition of an Interest 

                	
                  7

                
	
                  3.04

                	
                  Additional
      Partners 

                	
                  9

                
	
                  3.05

                	
                  Interests
      in a Partner 

                	
                  9

                
	
                  3.06

                	
                  Spouses
      of Partners 

                	
                  9

                
	
                  3.07

                	
                  Vesting
      of Limited Partner 

                	
                  9

                
	
                  3.08

                	
                  Services
      Provided by the Partners 

                	
                  10

                


        

         

        ARTICLE IV 

        CAPITAL
CONTRIBUTIONS

         

        
          	
                  4.01

                	
                  Initial
      and Additional Capital Contributions 

                	
                  10

                
	
                  4.02

                	
                  Return
      of Contributions 

                	
                  10

                
	
                  4.03

                	
                  Advances
      by General Partner 

                	
                  10

                
	
                  4.04

                	
                  Capital
      Accounts 

                	
                  11

                


        

         

        ARTICLE V

        ALLOCATIONS
AND DISTRIBUTIONS

         

        
          	
                  5.01

                	
                  Allocations 

                	
                  11

                
	
                  5.02

                	
                  Income
      Tax Allocations 

                	
                  14

                
	
                  5.03

                	
                  Distributions
      of Cash flow from TPP Units 

                	
                  14

                
	
                  5.04

                	
                  Distributions
      of Proceeds from Sales of TPP Units 

                	
                  15

                
	
                  5.05

                	
                  Restrictions
      on Distributions of TPP Units 

                	
                  15

                


        

        



      
        
          
             

             

          

          i 


        

        
           


          
            

          

        

        
           


        

      


      
        ARTICLE VI

        MANAGEMENT
AND OPERATION

        


        
          	
                  6.01

                	
                  Management
      of Partnership Affairs 

                	
                  15

                
	
                  6.02

                	
                  Duties
      and Obligations of General Partner 

                	
                  16

                
	
                  6.03

                	
                  Release
      and Indemnification 

                	
                  16

                
	
                  6.04

                	
                  Power
      of Attorney 

                	
                  17

                


        

         

         

        ARTICLE VII 

        RIGHTS
OF OTHER PARTNERS

         

        
          	
                  7.01

                	
                  Information 

                	
                  18

                
	
                  7.02

                	
                  Limitations 

                	
                  18

                
	
                  7.03

                	
                  Limited
      Liability 

                	
                  19

                


        

         

        ARTICLE VIII 

        TAXES

         

        
          	
                  8.01

                	
                  Tax
      Returns 

                	
                  19

                
	
                  8.02

                	
                  Tax
      Elections 

                	
                  19

                
	
                  8.03

                	
                  Tax
      Matters Partner 

                	
                  19

                


        

         

        ARTICLE IX 

        BOOKS,
RECORDS, REPORTS, AND BANK ACCOUNTS

         

        
          	
                  9.01

                	
                  Maintenance
      of Books 

                	
                  20

                
	
                  9.02

                	
                  Financial
      Statements 

                	
                  20

                
	
                  9.03

                	
                  Bank
      Accounts 

                	
                  20

                


        

         

        ARTICLE X 

        WITHDRAWAL,
BANKRUPTCY, REMOVAL, ETC.

         

        
          	
                  10.01

                	
                  Withdrawal, Bankruptcy, Etc. of
      the General Partner

                	
                  20

                
	
                  10.02

                	
                  Conversion
      of Interest

                	
                  21

                


        

         

        ARTICLE XI 

        DISSOLUTION,
LIQUIDATION, AND TERMINATION

         

        
          	
                  11.01

                	
                  Dissolution

                	
                  21

                
	
                  11.02

                	
                  Liquidation
      and Termination

                	
                  22

                
	
                  11.03

                	
                  Cancellation
      of Certificate

                	
                  23

                


        

         

        ARTICLE XII 

        GENERAL
PROVISIONS

         

        
          	
                  12.01

                	
                  Offset

                	
                  23

                
	
                  12.02 

                	
                  Notices

                	
                  24

                
	
                  12.03

                	
                  Entire
      Agreement; Supersedure

                	
                  24

                


        

      


      
        
          
             

             

          

          ii 


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                  12.04

                	
                  Effect
      of Waiver or Consent

                	
                  24

                
	
                  12.05

                	
                  Amendment
      or Modification

                	
                  24

                
	
                  12.06

                	
                  Binding
      Effect; Joinder of Additional Parties

                	
                  24

                
	
                  12.07

                	
                  Construction

                	
                  24

                
	
                  12.08

                	
                  Further
      Assurances

                	
                  25

                
	
                  12.09

                	
                  Indemnification

                	
                  25

                
	
                  12.10

                	
                  Waiver
      of Certain Rights

                	
                  25

                
	
                  12.11

                	
                  Counterparts

                	
                  25

                
	
                  12.12

                	
                  Dispute
      Resolution

                	
                  25

                
	
                  12.13

                	
                  No
      Effect on Employment Relationship

                	
                  28

                
	
                  12.14

                	
                  Legal
      Representation

                	
                  28

                


        

        




       


      
        
          
             

             

          

          iii 


        

        
           


          
            

          

        

        
           


        

      


      AGREEMENT
OF LIMITED PARTNERSHIP

       

      OF

       

      TEPPCO
UNIT II L.P.

       

      This
Agreement of Limited Partnership (this “Agreement”) of TEPPCO
Unit II L.P., a Delaware limited partnership (the “Partnership”), is
made and entered into effective as of November 13, 2008 by and among the
Partners (as defined below).

       

      RECITALS

       

      FOR AND
IN CONSIDERATION OF the mutual covenants, rights, and obligations set forth
herein, the benefits to be derived therefrom, and other good and valuable
consideration, the receipt and sufficiency of which each Partner acknowledges
and confesses, the Partners hereby agree as follows:

       

      ARTICLE I  

                                    

      DEFINITIONS

       

      1.01 Certain
Definitions.  As used in this Agreement, the
following terms have the following respective meanings:

       

      “Act” means the
Delaware Revised Uniform Limited Partnership Act and any successor statute, as
amended from time to time.

       

      “Adjusted Capital
Account” means, with respect to any Partner, the balance in such
Partner’s Capital Account after giving effect to the following
adjustments:

       

      (a)           Credit
to such Capital Account of any amounts that such Partner is obligated or deemed
obligated to contribute pursuant to the penultimate sentences of Sections
1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

       

      (b)           Debit
to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the
Regulations.

       

      The
foregoing definition of Adjusted Capital Account is intended to comply with the
provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be
interpreted consistently therewith.

       

      “Adjustment
Date” means (i) the date on
which any distributions are made pursuant to Section
5.03, but no later than the
fifth Business Day following the payment date for each distribution made by TPP
with respect to the TPP Units, and (ii) as soon as practicable following the
receipt of proceeds by the Partnership from the disposition of TPP Units, but no
later than the fifth Business Day following the receipt of any proceeds by the
Partnership from the disposition of TPP Units.

       

      “Affiliate”
means with respect to any Person any other Person that directly or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the Person specified.  For the purpose of this
definition, “control”
shall mean the 


      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
 

      “Agreement” has the
meaning given it in the introductory paragraph hereof.

       

      “Applicable
Percentage” means with respect to a disposition of less than all the TPP
Units owned by the Partnership, the quotient (expressed as a percentage) of the
number of TPP Units held by the Partnership immediately after such disposition
divided by the number of TPP Units held by the Partnership immediately before
such disposition.

       

      “Bankrupt Partner”
means any Partner (whether a General Partner or a Limited Partner) with respect
to which an event of the type described in Section 17-402(a)(4) or (5) of the
Act (or any equivalent successor provision) shall have occurred, subject to the
lapsing of any period of time therein specified.

       

      “Business Day” means
any day other than a Saturday, Sunday, or day on which commercial banks in the
State of Texas are authorized or required to be closed for
business.

       

      “Capital Account”
means the account maintained for each Partner pursuant to Section 4.04.

       

      “Capital Contribution”
means any contribution by a Partner to the capital of the
Partnership.

       

      “Certificate” means
the Certificate of Limited Partnership of the Partnership referred to in Section 2.05, as
it may be amended or restated from time to time.

       

      “Change of Control”
means Duncan shall (i) cease to own, directly or indirectly, at least a majority
of the equity interests in the General Partner or the general partners of TPP or
(ii) shall cease to have the ability to elect, directly or indirectly, at least
a majority of the directors of the general partners of TPP.

       

      “Class A Capital Base”
means the amount of any contributions of cash or cash equivalents made by the
Class A Limited Partner to the Partnership, adjusted on each Adjustment Date as
follows:

       

      (a)           increased
by the Class A Preference Return that has accrued since the previous Adjustment
Date (or in the case of the first Adjustment Date, since the Closing Date);
and

       

      (b)           decreased
by all distributions made to the Class A Limited Partner since the previous
Adjustment Date (or in the case of the first Adjustment Date, since the Closing
Date).

       

      “Class A Limited
Partner” means Duncan Family Interests, Inc., a Delaware corporation, and
its successors and assigns.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Class A Preference
Return” means the sum of the amounts determined for each day, equal to
(i) the Class A Preference Return Rate multiplied by (ii) the Class A Capital
Base plus the amount, if any, of guarantees issued by the Class A Limited
Partner or its affiliate in lieu of collateral that would otherwise be required
pursuant to margin loans or other loans made to the Partnership.

       

      “Class A Preference Return
Amount” means the aggregate Class A Preference Return minus all prior
distributions to the Class A Limited Partner pursuant to Sections 5.03(a)
and 5.04(a).

       

      “Class A Preference Return
Rate” means a percent per annum equal to 6.31%, divided by 365 or
366 days, as the case may be during such calendar year.

       

      “Class B Limited
Partner” means the Person executing (by power of attorney or otherwise)
this Agreement as of the date hereof as the Class B Limited Partner or any
Person hereafter admitted to the Partnership as a Class B Limited Partner as
herein provided, but shall not include any Person who has ceased to be a Class B
Limited Partner in the Partnership.

       

      “Class B Percentage
Interest” means with respect to any Class B Limited Partner the quotient
(expressed as a percentage) of (i) such Class B Limited Partner’s Sharing
Points, divided by (ii) the Sharing Points of all Class B Limited
Partners.  For purposes of calculating the Class B Percentage
Interest, Sharing Points attributable to interests in the Partnership that are
forfeited pursuant to Section 3.07
shall be ignored.

       

      “Closing Date” means
the date on which the Class A Limited Partner first contributes the Initial
Contribution to the Partnership.

       

      “Code” means the
Internal Revenue Code of 1986, and any successor statute, as amended from time
to time.

       

      “Default Interest
Rate” means a varying per annum rate equal at any given time to the
lesser of (a) four percentage points in excess of the General Interest Rate and
(b) the maximum rate permitted by applicable law.

       

      “Disability” means the
event whereby a Limited Partner becomes entitled to receive long-term disability
benefits under the long-term disability plan of the General Partner or any of
its Affiliates.

       

      “Dispose,” “Disposing,” or “Disposition” means a
sale, assignment, transfer, exchange, mortgage, pledge, grant of a security
interest, or other disposition or encumbrance, or the acts thereof, other than
by divorce, legal separation or other dissolution of a Partner’s
marriage.

       

      “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.

       

      “EPCO” means EPCO,
Inc., a Texas corporation.

       

      
        
          
            
               

               

            

             


          

          
            3

            
              

            

          

          
             


          

        

      

       

      “General Interest
Rate” means a varying per annum rate equal at any given time to the
lesser of (a) the interest rate publicly quoted by J.P. Morgan Chase from time
to time as its prime commercial or similar reference interest rate, and (b) the
maximum rate permitted by applicable law.

       

      “General Partner”
means EPCO or any Person hereafter admitted to the Partnership as a general
partner as herein provided, but shall not include any Person who has ceased to
be a general partner in the Partnership.

       

      “Initial Contribution”
has the meaning set forth in Section 4.01 hereof.

       

      “Limited Partner”
means the Class A Limited Partner and the Class B Limited Partner.

       

      “Net Income” and
“Net Loss”
mean, respectively, subject to Section 4.04, an
amount equal to the Partnership’s taxable income or loss determined in
accordance with Code Section 703(a) (for this purpose, all items of income,
gain, loss, or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:

       

      (a)           Any
income of the Partnership that is exempt from federal income tax and not
otherwise taken into account in computing Net Income or Net Loss pursuant to
this definition of Net Income and Net Loss shall be added to such taxable income
or loss;

       

      (b)           Any
expenditures of the Partnership described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Section
1.704-1(b)(2)(iv)(i) of the Regulations, and not otherwise taken into account in
computing Net Income or Net Loss pursuant to this definition of Net Income and
Net Loss, shall be subtracted from such taxable income or loss;

       

      (c)           In
the event the value of any Partnership property is adjusted pursuant to Section 4.04 (i)
such adjustment shall be taken into account as gain or loss from the disposition
of such Partnership property for purposes of computing Net Income or Net Loss,
(ii) if such property is subject to depreciation, cost recovery, depletion or
amortization, any further deductions for such depreciation, cost recovery,
depletion or amortization attributable to such property shall be determined
taking into account such adjustment, and (iii) in determining the amount of any
income, gain or loss attributable to the taxable disposition of such property
such adjustment (and the related adjustments for depreciation, cost recovery,
depletion or amortization) shall be taken into account;

       

      (d)           To
the extent an adjustment to the adjusted tax basis of any Partnership Property
pursuant to Code Section 734(b) is required, pursuant to Section
1.704-1(b)(2)(iv)(m)(4) of the Regulations, to be taken into account in
determining Capital Accounts as a result of a Distribution other than in
liquidation of a Partner’s interest in the Partnership, the amount of such
adjustment 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) from the
disposition of such Partnership Property and shall be taken into account for
purposes of computing Net Income or Net Loss; and

       


      
        
          
             

             

          

           


        

        
          4

          
            

          

        

        
           


        

      

       

      (e)           Any
items that are allocated pursuant to Section 5.01(b)
shall not be taken into account in computing Net Income or Net
Loss.

       

      “Partner” means the
General Partner, the Class A Limited Partner or the Class B Limited
Partner.

       

      “Partnership” has the
meaning given it in the introductory paragraph.

       

      “Person” has the
meaning given it in the Act.

       

      “Qualifying
Termination” means the termination of the Class B Limited Partner’s
employment with the General Partner and its Affiliates due to (i) death, (ii)
receiving long-term disability benefits under the long-term disability plan of
the General Partner or any of its Affiliates or (iii) retirement with the
approval of the General Partner on or after reaching age 60.

       

      “Regulations” means
the regulations promulgated under Section 704 of the Code.

       

      “Sharing Points”
means, with respect to the Class B Limited Partner, the number of Sharing Points
granted by the General Partner to such Class B Limited Partner (which number is
set forth on the Power of Attorney executed by the Class B Limited Partner and
delivered to the General Partner), as the same may be amended from time to time
pursuant to the terms of this Agreement.

       

      “TPP”
means TEPPCO Partners, L.P., a Delaware limited
partnership, and its successors.

       

      “TPP
Units”
means partnership units representing limited partner interests in
TPP.

       

      “Vesting Date” means
the earliest of (i) the fifth anniversary of the date of this Agreement, (ii) a
Change of Control or (iii) dissolution of the Partnership.

       

      1.02 Other
Definitions.  Other terms
defined herein have the meanings so given them.

       

      ARTICLE II 

                                     

      ORGANIZATIONAL
MATTERS

       

      2.01 Formation.  The Partnership has been
previously formed as a Delaware limited partnership for the purposes hereinafter
set forth under and pursuant to the provisions of the Act.

       

      
        2.02 Name.  The name of the
Partnership is “TEPPCO Unit II L.P.” and all Partnership business shall be
conducted in such name or such other name or names that comply with applicable
law as the General Partner may designate from time to time.

         

        2.03 Registered
Office; Registered Agent; Other Offices.  The registered
office of the Partnership in the State of Delaware shall be at such place as the
General Partner may designate from time to time.  The registered agent
for service of process on the Partnership in the State of Delaware or any other
jurisdiction shall be such Person or Persons as the General Partner


      


      
        
          
             

             

          

           


        

        
          5

          
            

          

        

        
           


        

      

       

      may designate
from time to time.  The Partnership may have such other offices as the
General Partner may designate from time to time.

       

      2.04 Purposes.  The purposes of
the Partnership are to acquire, own, sell, exchange or otherwise dispose of TPP
Units, and to enter into, make and perform all contracts and other undertakings
and to engage in any other business, activity or transaction that now or
hereafter may be necessary, incidental, proper, advisable, or convenient, as
determined by the General Partner, to accomplish the foregoing
purposes.  For purposes of clarification and without limiting the
foregoing, the General Partner may acquire any TPP Units and make any allocation
in acquiring TPP Units in its sole discretion, and may incur indebtedness in
connection with the acquisition of TPP Units in its sole
discretion.

       

      2.05 Certificate;
Foreign Qualification.  The General
Partner has previously executed and caused to be filed with the Secretary of
State of the State of Delaware a Certificate of Limited Partnership, effective
as of October 29, 2008, containing information required by the Act and such
other information as the General Partner deemed appropriate.  Prior to
conducting business in any jurisdiction other than Delaware, the General Partner
shall cause the Partnership to comply, to the extent such matters are reasonably
within the control of the General Partner, with all requirements necessary to
qualify the Partnership as a foreign limited partnership (or a partnership in
which the Limited Partners have limited liability) in such
jurisdiction.  Upon the request of the General Partner, each Partner
shall execute, acknowledge, swear to, and deliver all certificates and other
instruments conforming with this Agreement that are necessary or appropriate as
determined by the General Partner to qualify, continue, and terminate the
Partnership as a limited partnership under the laws of the State of Delaware and
to qualify, continue, and terminate the Partnership as a foreign limited
partnership (or a partnership in which the Limited Partners have limited
liability) in all other jurisdictions in which the Partnership may conduct
business, and to this end the General Partner may use the power of attorney
described in Section 6.04.

       

      2.06 Term.  The term of this
Partnership shall continue in existence until the close of Partnership business
on the earliest to occur of (i) the fiftieth anniversary of the date of this
Agreement, and (ii) such earlier time as this Agreement may
specify.

       

      
        2.07 Merger or
Consolidation.  The Partnership
may merge or consolidate with or into another business entity, or enter into an
agreement to do so, with the consent of the General Partner and the Class B
Limited Partner.

         

        ARTICLE III

                                        

        PARTNERS; DISPOSITIONS OF
INTERESTS

         

        3.01 Partners.  The General
Partner, the Class A Limited Partner and the Class B Limited Partner of the
Partnership are the Persons executing (by power of attorney or otherwise) this
Agreement as of the date hereof as the General Partner, the Class A Limited
Partner and the Class B Limited Partner, respectively, each of which is admitted
to the Partnership as the General Partner, Class A Limited Partner or a Class B
Limited Partner, as the case may be, effective as of the date
hereof.

      

       


      
        
          
             

             

          

           


        

        
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      3.02 Representations
and Warranties.  Each Partner
hereby represents and warrants to the Partnership and each other Partner that
(a) if such Partner is a corporation, it is duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its incorporation and
is duly qualified and in good standing as a foreign corporation in the
jurisdiction of its principal place of business (if not incorporated therein),
(b) if such Partner is a trust, estate or other entity, it is duly formed,
validly existing, and (if applicable) in good standing under the laws of the
jurisdiction of its formation, and if required by law is duly qualified to do
business and (if applicable) in good standing in the jurisdiction of its
principal place of business (if not formed therein), (c) such Partner has full
corporate, trust, or other applicable right, power and authority to enter into
this Agreement and to perform its obligations hereunder and all necessary
actions by the board of directors, trustees, beneficiaries, or other Persons
necessary for the due authorization, execution, delivery, and performance of
this Agreement by such Partner have been duly taken, and such authorization,
execution, delivery, and performance do not conflict with any other agreement or
arrangement to which such Partner is a party or by which it is bound, and (d)
such Partner is acquiring its interest in the Partnership for investment
purposes and not with a view to distribution thereof.

       

      3.03 Restrictions
on the Disposition of an Interest. 

       

      
        (a)
The Class
B Limited Partner may not Dispose of all or part of its interest in the
Partnership without the prior written consent (which may be given or withheld in
its sole discretion) of the General Partner, and then only after
Sections 3.03(c), (d) and (e) have been complied with, except that the
Class B Limited Partner may Dispose of all of its interest upon the death of the
Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case
only after compliance with Sections 3.03(c), (d) and
(e).  Neither the General Partner nor the Class A Limited Partner may
Dispose of all or a part of its interest in the Partnership to a Person who is
not an Affiliate of Duncan without the prior written consent of the Class B
Limited Partner, and then only after Sections 3.03(c),
(d) and (e) have been
complied with.

         

        
          (b) Subject
to the provisions of Sections 3.03(c),
(d) and (e), a permitted
transferee of all or a part of a Partner’s interest in the Partnership shall be
admitted to the Partnership as a General Partner or a Limited Partner (as
applicable) with, in the case of the Class B Limited Partner, such Sharing
Points (no greater than the Sharing Points of the Class B Limited Partner
effecting such Disposition immediately prior thereto) as the Partner effecting
such Disposition and such permitted transferee may agree.

           

          (c) The
Partnership shall not recognize for any purpose any purported Disposition of an
interest in the Partnership or distributions therefrom unless and until the
provisions of this Section 3.03
shall have been satisfied and there shall have been delivered to the General
Partner a document (i) executed by both the Partner effecting such Disposition
and the Person to which such interest or interest in distributions are to be
Disposed, (ii) including the written acceptance by any Person to be admitted to
the Partnership of all the terms and provisions of this Agreement, such Person’s
notice address, and an agreement by such Person to perform and discharge timely
all of the obligations and liabilities in respect of the interest being
obtained, (iii) setting forth, in the case of the Class B Limited Partner, the
Sharing Points of the Class B Limited Partner effecting such Disposition and the
Person to which such interest is Disposed after such Disposition (which together
shall total the Sharing Points of the Class B 

        

      

       


      
        
          
             

             

          

           


        

        
          7

          
            

          

        

        
           


        

      

       

      Limited
Partner effecting such Disposition prior thereto), (iv) containing a
representation and warranty that such Disposition complied with all applicable
laws and regulations (including securities laws) and a representation and
warranty by such Person that the representations and warranties in Section 3.02 are
true and correct with respect to such Person.  Each such Disposition
and, if applicable, admission shall be effective as of the first day of the
calendar month immediately succeeding the month in which the General Partner
shall receive such notification of Disposition and the other requirements of
this Section 3.03
shall have been met unless the General Partner and the Partner affecting such
Disposition agree to a different effective date; provided, however, that if there shall
be only one General Partner and such Disposition or admission and, as a result
of such Disposition such General Partner would cease to be a General Partner,
such permitted transferee shall be deemed admitted as a General Partner
immediately prior to such cessation.

       

      (d) Notwithstanding
any provision of this Agreement to the contrary, the right of any Partner to
Dispose of an interest in the Partnership or distributions therefrom or of any
Person to be admitted to the Partnership in connection therewith shall not exist
or be exercised (i) unless and until the Partnership shall have received a
favorable opinion of the Partnership’s legal counsel or of other legal counsel
acceptable to the General Partner to the effect that such Disposition or
admission is not required to be registered under the Securities Act of 1933 or
any other applicable securities laws, and such Disposition or admission would
not cause the Partnership to become an “investment company” required to register
under the Investment Company Act of 1940, and (ii) unless such Disposition or
admission would not result in the Partnership being treated as an association
taxable as a corporation for federal income tax purposes or as a publicly traded
partnership as defined in Section 7704 of the Code.  The General
Partner, however, may waive the requirements of Section
3.03(d)(i).

       

      
        (e) All costs
(including, without limitation, the legal fees incurred in connection with the
obtaining of the legal opinions referred to in Section 3.03(d))
incurred by the Partnership in connection with any Disposition or admission of a
Person to the Partnership pursuant to this Section 3.03
shall be borne and paid by the Partner effecting such Disposition within 10 days
after the receipt by such Person of the Partnership’s invoice for the amount
due.

         

        (f) In the
event of a Disposition of an interest in the Partnership pursuant to the death
of a Limited Partner that would, in the opinion of the Partnership’s legal
counsel, result in the Partnership becoming an “investment company” required to
register under the Investment Company Act of 1940, the General Partner shall
have the right to purchase such interest from the estate (or beneficiaries) of
such deceased Partner for a price equal to the amount that the deceased
Partner’s estate (or beneficiaries) would receive if all of the TPP Units held
by the Partnership were sold at a price equal to the closing sale price per TPP
Unit as reported by the New York Stock Exchange (or such other applicable
trading market) on the day prior to the exercise of such right by the General
Partner and the proceeds from such sale were distributed to the Partners in
accordance with the provisions of Section 5.04.  The
determination by the General Partner of the foregoing purchase price of such
deceased Partner’s interest in the Partnership shall be conclusive and binding
on the deceased Partner’s estate and beneficiaries.

      

       


      
        
          
             

             

          

           


        

        
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      (g) Any
attempted Disposition by a Person of an interest or right, or any part thereof,
in or in respect of the Partnership other than in accordance with this Section 3.03
shall be, and is hereby declared, null and void ab initio.

       

      3.04 Additional
Partners.  Subject to the
provisions of Sections 12.05 and 3.03, additional Persons may be admitted
to the Partnership as General Partners or Limited Partners, only to the extent
that, and on such terms and conditions as, the General Partner shall consent at
the time of such admission or issuance.  Such admission or issuance
shall, in the case of a Class B Limited Partner, specify the Sharing Points
applicable thereto.  Any such admission must comply with the
provisions of Section 3.03(d) and shall not be effective until such new
Partner shall have executed and delivered to the General Partner a document
including such new Partner’s notice address, acceptance of all the terms and
provisions of this Agreement, an agreement to perform and discharge timely all
of its obligations and liabilities hereunder, and a representation and warranty
that the representations and warranties in Section 3.02 are true and
correct with respect to such new Partner.

       

      3.05 Interests
in a Partner.  No Partner that
is not a natural person shall cause or permit an interest, direct or indirect,
in itself to be Disposed of such that, on account of such Disposition, the
Partnership would become an association taxable as a corporation for federal
income tax purposes.

       

      3.06 Spouses
of Partners.  A spouse of a
Partner does not become a Partner as a result of such marital relationship or by
reason of a divorce, legal separation or other dissolution of
marriage.  If, in the event of a divorce, legal separation or other
dissolution of marriage of a Partner, a former spouse of a Partner
is awarded ownership of, or an interest in, all or part of a Partner’s interest
in the Partnership (the “Awarded Interest”),
the Awarded Interest shall automatically and immediately be forfeited and
cancelled without payment on such date.

      
         

        3.07 Vesting
of Limited Partners.  One hundred
percent (100%) of the Class B Limited Partner’s interest in the Partnership
shall vest on the Vesting Date, but only if (i) on such date the Class B Limited
Partner continues to be an active, full-time employee of the General Partner or
any of its Affiliates or (ii) prior to the Vesting Date, a Qualifying
Termination has occurred with respect to the Class B Limited
Partner.  At such time as the Class B Limited Partner ceases, for any
reason other than a Qualifying Termination, to be an active, full-time employee
of the General Partner or any of its Affiliates prior to the Vesting Date, his
unvested interest in the Partnership shall be forfeited.  If the Class
B Limited Partner ceases to be an active, full-time employee prior to the
Vesting Date, as determined by the General Partner in its sole discretion,
without regard as to how his status is treated by the General Partner or any of
its Affiliates for any of its other compensation or benefit plans or programs,
the Class B Limited Partner will be deemed to have terminated employment with
the General Partner and its Affiliates and forfeited his unvested interest in
the Partnership for purposes of this Agreement.  The Capital Account
attributable to the Class B Limited Partner’s interest in the Partnership that
is forfeited pursuant to Section 3.06, this Section 3.07 or otherwise
hereunder shall be allocated to any remaining Class B Limited Partners in
accordance with their respective Class B Participation Interests or, if there
are no remaining Class B Limited Partners, such Capital Account shall be
allocated back to the Partnership.

      


      
        
          
             

             

          

           


        

        
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      3.08 Services
Provided by the Partners.  The interests in
the Partnership held by the Partners are for the benefit of certain employees in
connection with services rendered or to be rendered by the
Partners.  EPCO shall be an express third-party beneficiary of the
services provided by the Partners.

       

      ARTICLE IV

                                      

      CAPITAL
CONTRIBUTIONS

       

      4.01 Initial
and Additional Capital Contributions.  In connection
with the formation of the Partnership, the General Partner contributed $1,000 to
the Partnership on the Closing Date and the Class A Limited Partner has agreed
to contribute to the Partnership 123,185 of TPP Units (with a value of
approximately $3,121,500, based on the closing price of the TPP Units on the New
York Stock Exchange on the day prior to the Closing Date) (the “Initial Contribution”). The Class B Limited Partner
is not obligated to make a contribution to the Partnership.  Subject
to the provisions of applicable law or except as otherwise provided for herein,
no Partner shall be liable for or obligated to make an additional Capital
Contribution to the Partnership, whether for the purpose of enabling the
Partnership to meet its obligations under Section 6.03 or
for any other purpose.  The Class A Limited Partner, in its sole
discretion and without the consent of the Class B Limited Partner or the General
Partner,
may make additional Capital Contributions in excess of the Initial Contribution,
provided that any such voluntary additional Capital Contributions will not have
the effect of changing the Sharing Points of the Class B Limited
Partner.  The initial Capital Account of the General Partner is
$1,000, the initial Capital Account of the Class A Limited Partner as of the
Closing Date is the fair
market value of the Initial Contribution, based upon the closing price of
the
TPP Units on the New York Stock Exchange on the
Closing Date, and the initial Capital Account of the Class B Limited
Partner is zero.

       

      4.02 Return of
Contributions.  No Partner shall
be entitled to the return of any part of its Capital Contributions or to be paid
interest in respect of either its Capital Account or any Capital Contribution
made by it.  No unrepaid Capital Contribution shall be deemed or
considered to be a liability of the Partnership or of any Partner.  No
Partner shall be required to contribute, advance or lend any cash or property to
the Partnership to enable the Partnership to return any Partner’s Capital
Contributions to the Partnership.  To the extent, however, any Partner
(by mistake, overpayment or otherwise) advances funds to the Partnership in
excess of the Capital Contributions called for under Section 4.01, such
excess amounts shall not be Capital Contributions and (other than advances made
by the General Partner pursuant to Section 4.03 below) shall be promptly
returned by the Partnership to the Partner so advancing such funds.

       

      4.03 Advances
by General Partner.  At any time that
the Partnership shall not have sufficient cash to pay its obligations, the
General Partner may, but shall not be obligated to, advance such funds for or on
behalf of the Partnership.  Each such advance shall constitute a loan
from the General Partner to the Partnership and shall bear interest from the
date of the advance until the date of repayment at the General Interest
Rate.  Any advances made by the General Partner pursuant to this
Section 4.03 shall not be considered to be Capital
Contributions.  All advances shall be repaid out of the next available
funds of the Partnership, including Capital Contributions received.

       

       

      
        
          
          

        

        
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      4.04 Capital
Accounts.  A Capital Account
shall be established and maintained for each Partner.  Each Partner’s
Capital Account (a) shall be increased by (i) the amount of money contributed by
that Partner to the Partnership, (ii) the fair market value of property, if any,
contributed by that Partner to the Partnership (net of liabilities secured by
such contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code), and (iii) allocations to that Partner
of Partnership income and gain (or items thereof), including income and gain
exempt from tax and income and gain described in Regulation Section
1.704-1(b)(2)(iv)(g), but excluding income and gain described in Regulation
Section 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money
distributed to that Partner by the Partnership, (ii) the fair market value of
property distributed to that Partner by the Partnership (net of liabilities
secured by such distributed property that such Partner is considered to assume
or take subject to under Section 752 of the Code), (iii) allocations to that
Partner of expenditures of the Partnership described in Section 705(a)(2)(B) of
the Code, and (iv) allocations of Partnership loss and deduction (or items
thereof), including loss and deduction described in Regulation Section
1.704-1(b)(2)(iv)(g),
but excluding items described in clause (b)(iii) above
and loss or deduction described in Regulation Section
1.704-1(b)(4)(i).  The Partners’ Capital Accounts also shall be
maintained and adjusted as permitted by the provisions of Regulation Section
1.704-1(b)(2)(iv)(f) and as required by the other provisions of Regulation
Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect
the allocations to the Partners of depreciation, amortization, and gain or loss
as computed for book purposes rather than the allocation of the corresponding
items as computed for tax purposes, as required by Regulation Section
1.704-1(b)(2)(iv)(g).  A Partner that has more than one interest in
the Partnership shall have a single Capital Account that reflects all such
interests, regardless of the class of interests owned by such Partner and
regardless of the time or manner in which such interests were acquired; provided, that Partners that
are Affiliates but nevertheless separate legal entities shall have separate
Capital Accounts.  Upon the transfer of all or part of an interest in
the Partnership, the Capital Account of the transferor that is attributable to
the transferred interest in the Partnership shall carry over to the transferee
Partner in accordance with the provisions of Regulation Section
1.704-1(b)(2)(iv)(l).

       

      ARTICLE V

                                      

      ALLOCATIONS AND
DISTRIBUTIONS

       

      5.01 Allocations.

       

      (a) Net Income and Net
Loss.  For purposes of maintaining the Capital Accounts, Net
Income or Net Loss (and all items included in the computation thereof) shall be
allocated among the Partners as follows:

       

      (i) Net
Income:

       

      (A) First, to
the Class A Limited Partner until the Class A Limited Partner’s Adjusted Capital
Account equals the Class A Capital Base; and

       

      (B) Thereafter,
to the Class B Limited Partner in accordance with its Class B Percentage
Interest.

       

       

      
        
          
          

        

        
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      (ii) Net
Loss:

       

      (A) First, to
the Class B Limited Partner in accordance with its Class B Percentage Interest
until the Adjusted Capital Accounts of the Class B Limited Partner is reduced to
zero; and

       

      (B) Thereafter,
to the Class A Limited Partner.

       

      (b) Special
Allocations.  Notwithstanding any other provision of this Section 5.01,
the following special allocations shall be made for such taxable
period:

       


          (i) Partnership
Minimum Gain Chargeback.  Notwithstanding any other provision
of this Section 5.01, 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 necessary, subsequent periods) in the manner and
amounts provided in 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 5.01(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 5.01(b)
with respect to such taxable period (other than an allocation pursuant to Sections 5.01(b)(vi)
and 5.01(b)(vii)).  This
Section
5.01(b)(i) is intended to comply with the Partnership Minimum Gain
chargeback requirement in 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 5.01
(other than Section
5.01(b)(i)), except as provided in 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 Regulation Sections 1.704-2(i)(4)
and 1.704-2(j)(2)(ii), or any successor provisions.  For purposes of
this Section 5.01(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 5.01(b),
other than Section
5.01(b)(i) and other than an allocation pursuant to Sections 5.01(b)(vi)
and 5.01(b)(vii), with
respect to such taxable period.  This Section 5.01(b)(ii)
is intended to comply with the chargeback of items of income and gain
requirement in 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 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 Regulations, 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 5.01(b)(i) or
(ii).

       

       

      
        
          
          

        

        
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      (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 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 5.01(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 5.01
have been tentatively made as if this Section 5.01(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 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 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
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 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 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
Regulations.

       

      (c) Allocations
Caused by Transfer of Interest.  All items of income, gain,
loss, deduction, and credit allocable to any interest in the Partnership that
may have been transferred shall be allocated between the transferor and the
transferee based upon that portion of the calendar year during which each was
recognized as owning such interest, without regard to the results of Partnership
operations during any particular portion of such calendar year and 

       

      
        
          
          

        

        
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        without
regard to distributions made to the transferor and the transferee during such
calendar year; provided, however, that such allocation
shall be made in accordance with a method permissible under Section 706 of the
Code and the regulations thereunder.

      

       

      5.02 Income Tax
Allocations.

       

      (a) Except as
provided in this Section 5.02,
each item of income, gain, loss and deduction of the Partnership for federal
income tax purposes shall be allocated among the Partners
in the same manner as such items are allocated for purposes of maintaining
Capital Account under Section 5.01.

       

      (b) For
federal and state income tax purposes, income, gain, loss, and deduction with
respect to property contributed to the Partnership by a Partner or revalued
pursuant to Regulation Section 1.704-1(b)(2)(iv)(f) shall be allocated among the
Partners in a manner that takes into account the variation between the adjusted
tax basis of such property and its book value, as required by Section 704(c) of
the Code and Regulation Section 1.704-1(b)(4)(i), using any allocation method
permitted by Regulation Section 1.704-3.

       

      (c) The
Partnership will follow the proposed Treasury Regulations that were issued on
May 24, 2005, regarding the issuance of partnership equity for services
(including Proposed Treasury Regulation Sections 1.83-3, 1.83-6, 1.704-1,
1.706-3, 1.721-1 and 1.761-1), as such regulations may be subsequently amended,
upon the issuance of equity membership interests or options issued for services
rendered or to be rendered to or for the benefit of the Partnership, until final
Treasury Regulations regarding these matters are issued.  In
furtherance of the foregoing, the definition of Capital Account and the
allocations of Net Income and Net Loss of the Partnership shall be applied in a
manner that is consistent with the proposed Treasury Regulations, including
without limitation, Proposed Treasury Regulation Section
1.704-1(b)(4)(xii).  If the provisions of the proposed Treasury
Regulations and the Proposed Revenue Procedure described in IRS Notice 2005-43,
or provisions similar thereto, are adopted as final (or temporary) rules (the
“New Rules”),
and the General Partner is authorized to make such amendments to this Agreement
(including provision for any safe harbor election authorized by the New Rules)
as the General Partner may determine to be necessary or advisable.

       

      5.03 Distributions of Cash flow
from TPP Units.  Promptly following the receipt of
any distributions with respect to TPP Units, the General Partner shall cause to
be distributed to the Partners such receipts (and any income from the temporary
investment thereof) in the manner set forth below, provided, that the General
Partner may withhold and not distribute such portion of any such receipts that
the General Partner has determined in its sole but good faith discretion should
be withheld to pay indebtedness or expenses of the
Partnership.  Distribution to the Partners pursuant to this Section 5.03
shall be made as follows:

       

      (a) First, to
the Class A Limited Partner until the Class A Limited Partner’s Class A
Preference Return Amount has been reduced to zero; and

       

      (b) Thereafter,
to the Class B Limited Partner in accordance with the Class B Percentage
Interest.

       

       

      
        
          
          

        

        
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      5.04 Distributions of Proceeds
from Sales of TPP Units.  Promptly following the receipt of
any proceeds from the sale of any TPP Units by the Partnership, the General
Partner shall cause to be distributed to the Partners such receipts in the
manner set forth below, provided that the General
Partner may withhold and not distribute such portion of any such receipts that
the General Partner has determined in its sole but good faith discretion
should be withheld to pay expenses of the Partnership.  Distribution
to the Partners pursuant to this Section 5.04
shall be made as follows:

       

      (a) First, to
the Class A Limited Partner until the Class A Preference Return Amount has been
reduced to zero;

       

      (b) Next, to
the Class A Limited Partner until the Class A Capital Base is reduced to zero;
and

       

      (c) Thereafter,
to the Class B Limited Partner in accordance with the Class B Percentage
Interest.

       

      5.05 Restrictions on
Distributions of TPP Units.  The Partners and the Partnership
hereby agree that they shall not cause the Partnership to offer for sale, sell
or otherwise transfer, distribute or dispose of the TPP Units held by the
Partnership prior to the Vesting Date; provided, the Partnership may pledge such
TPP Units as collateral for any bona fide loan to the Partnership.

       

      ARTICLE VI

                                      

      MANAGEMENT AND
OPERATION

       

      6.01 Management of Partnership
Affairs.  Except for situations in which the
approval of the Limited Partners is expressly required by this Agreement or by
non-waivable provisions of applicable law, the General Partner shall have full,
complete, and exclusive authority to manage and control the business, affairs,
and properties of the Partnership, to make all decisions regarding the same, and
to perform any and all other acts or activities customary or incident to the
management of the Partnership’s business.  The General Partner shall
receive no compensation for its services as such.  Subject to the
other express provisions hereof, the General Partner shall make or take all
decisions and actions for the Partnership not otherwise provided for herein,
including, without limitation, the following:

       

      (a) acquiring,
holding, managing, selling, Disposing of, and otherwise dealing with and
investing in (i) the Partnership’s TPP Units, or (ii) temporary investments of
Partnership capital in U.S. government securities, certificates of deposit with
maturities of less than one year, commercial paper (rated or unrated), and other
highly liquid securities;

       

      (b) entering
into, making, and performing all contracts, agreements, and other undertakings
binding the Partnership, as may be necessary, appropriate, or advisable in
furtherance of the purposes of the Partnership, including without limitation the
incurrence of indebtedness to fund the acquisition of any TPP Units, and making
all decisions and waivers thereunder;

       

       

      
        
          
          

        

        
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      (c) opening
and maintaining bank and investment accounts and drawing checks and other orders
for the payment of monies;


      (d) maintaining
the assets of the Partnership in compliance with applicable securities laws and
protecting and preserving the Partnership’s title thereto;

       

      (e) collecting
all sums due the Partnership;

       

      (f) to the
extent that funds of the Partnership are available therefor, paying as they
become due all debts and obligations of the Partnership;

       

      (g) causing
securities owned by the Partnership to be registered in the Partnership’s name
or in the name of a nominee or to be held in street name, as the General Partner
may elect;

       

      (h) selecting,
removing, and changing the authority and responsibility of lawyers, accountants,
brokers, and other advisors and consultants;

       

      (i) obtaining
insurance for the Partnership to the extent the General Partner deems
appropriate; and

       

      (j) determining
distributions of Partnership cash as provided in Sections 5.03
and 5.04.

       

      6.02 Duties and Obligations of
General Partner.  The General Partner shall endeavor
to conduct the affairs of the Partnership in the best interests of the
Partnership and the mutual best interests of the Partners, including, without
limitation, the safekeeping and use of all Partnership funds and assets and the
use thereof for the benefit of the Partnership.  The General Partner
at all times shall act in good faith in all activities relating to the conduct
of the business of the Partnership.  The General Partner shall devote
such time as it deems necessary to conduct the business and affairs of the
Partnership in an appropriate manner.

       

      6.03 Release and
Indemnification.  TO
THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP AND EACH OTHER PARTNER ON
BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS HEREBY RELEASES, ACQUITS, AND
FOREVER DISCHARGES THE GENERAL PARTNER AND THE CLASS A LIMITED PARTNER, THEIR
PARTNERS OR SHAREHOLDERS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,
REPRESENTATIVES, AND AGENTS AND EACH OTHER PERSON, IF ANY, CONTROLLING OR
EMPLOYING SUCH PERSONS OR ENTITIES (COLLECTIVELY, THE “INDEMNITEES”) FROM
ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION OF ANY CHARACTER THAT SUCH PARTY MAY
HAVE, WHETHER KNOWN OR UNKNOWN, AGAINST ANY INDEMNITEE IN CONNECTION WITH THE
PARTNERSHIP AND/OR THE BUSINESS CONDUCTED BY THE PARTNERSHIP; PROVIDED, HOWEVER, THAT SUCH RELEASE
SHALL NOT APPLY TO ACTIONS CONSTITUTING WILLFUL MISCONDUCT OR BAD
FAITH.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP SHALL
INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM AND AGAINST
ALL LOSSES, COSTS, CLAIMS, LIABILITIES, 

       

      
        
          
          

        

        
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        DAMAGES,
EXPENSES (INCLUDING, WITHOUT LIMITATION, COSTS OF SUIT AND ATTORNEYS’ FEES) SUCH
INDEMNITEE MAY INCUR IN CONNECTION WITH THE GENERAL PARTNER’S PERFORMING ITS
OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION LOSSES, COSTS, CLAIMS,
LIABILITIES, DAMAGES AND EXPENSES ARISING FROM, OR ALLEGED TO ARISE FROM, THE
INDEMNITEE’S ACTIVE OR PASSIVE, SOLE OR CONCURRENT, NEGLIGENCE OR GROSS
NEGLIGENCE), AND THE PARTNERSHIP SHALL ADVANCE EXPENSES ASSOCIATED WITH THE
DEFENSE OF ANY ACTION RELATED THERETO; PROVIDED, HOWEVER, THAT SUCH INDEMNITY
SHALL NOT APPLY TO ACTIONS WHICH HAVE BEEN FINALLY, WITHOUT FURTHER RIGHT TO
APPEAL, JUDICIALLY DETERMINED TO CONSTITUTE WILLFUL MISCONDUCT OR BAD
FAITH.  IF THE INDEMNIFICATION PROVIDED FOR ABOVE IS NOT PERMITTED OR
ENFORCEABLE UNDER APPLICABLE LAW OR IS OTHERWISE UNAVAILABLE OR INSUFFICIENT TO
HOLD HARMLESS THE INDEMNITEES AS CONTEMPLATED ABOVE, THEN THE PARTNERSHIP SHALL
CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY THE INDEMNITEES AS A RESULT OF SUCH
LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES REFERRED TO ABOVE IN
SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE BENEFITS CONTEMPLATED
TO BE RECEIVED BY THE PARTNERSHIP AND THE INDEMNITEES, RESPECTIVELY, FROM THE
ACTIONS GIVING RISE TO SUCH LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES OR
EXPENSES.

      

       

      6.04 Power 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 11.02,
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 deems
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 deems 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 deems necessary or appropriate to reflect the dissolution and
liquidation of the Partnership
pursuant to the terms of this Agreement; and (D) all certificates, documents and
other instruments relating to the admission, withdrawal, removal or substitution
of any Partner; and

       

       

      
        
          
          

        

        
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      (ii) execute,
swear to, acknowledge, deliver, file and record all ballots, consents,
approvals, waivers, certificates, documents and other instruments necessary or
appropriate, in the discretion of the General Partner or the liquidator, to
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 is necessary or appropriate, in the
discretion of the General Partner or the liquidator, to effectuate the terms or
intent of this Agreement; provided, that when required
by any provision of this Agreement that establishes a percentage of the Limited
Partners required to take any action, the General Partner and the liquidator may
exercise the power of attorney made in this Section 6.04
only after the necessary vote, consent or approval of the Limited
Partners.

       

      This
Section 6.04
shall be construed as authorizing the General Partner to amend this Agreement in
any manner subject to any provision of this Agreement that establishes a
percentage of the Limited Partners required to take any action.

       

      (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
Percentage 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 deems
necessary to effectuate this Agreement and the purposes of the
Partnership.

       

      ARTICLE VII  

                                    

      RIGHTS OF OTHER
PARTNERS

       

      7.01 Information.  In addition to the other rights
specifically set forth herein, each Partner shall have access to all information
to which such Partner is entitled to have access pursuant to Section 17-305 of
the Act under the circumstances and subject to the conditions therein
stated.  Without limiting the provisions of Section 17-305(b) of the
Act, the Partners agree that if the General Partner from time to time enters
into on behalf of the Partnership or the General Partner contractual obligations
regarding the confidentiality of information received with respect to the
Partnership’s business or assets, it shall not be reasonable for any other
Partner or assignee or representative
thereof to examine or copy such information unless such Partner agrees to comply
with the terms of such contractual obligations including without limitation
executing a counterpart of any applicable confidentiality
agreements.

       

      7.02 Limitations.  No Limited Partner shall have the
authority or power in its capacity as such to act for or on behalf of the
Partnership or any other Partner, to do any act that would be 

       

      
        
          
          

        

        
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        binding
on the Partnership or any other Partner, or to incur any expenditures on behalf
of or with respect to the Partnership.  No Limited Partner shall have
the right or power to withdraw from the Partnership.

      

       

      7.03 Limited
Liability.  No Limited Partner shall be liable
for the losses, debts, liabilities, contracts, or other obligations of the
Partnership except to the extent required by law or otherwise set forth
herein.

       

      ARTICLE VIII 

                                     

      TAXES

       

      8.01 Tax
Returns.  The General Partner shall cause to
be prepared and filed all necessary federal and state income tax returns for the
Partnership, including making the elections described in Section 8.02.  Each
Partner shall furnish to the General Partner all pertinent information in its
possession relating to Partnership operations that is necessary to enable such
income tax returns to be prepared and filed.

       

      8.02 Tax
Elections.  The following elections shall be
made on the appropriate returns of the Partnership:

       

      (a) to adopt
the calendar year as the Partnership’s fiscal year;

       

      (b) unless
the accrual method is required under the applicable sections of the Code, to
adopt the cash method of accounting and to keep the Partnership’s books and
records on the income-tax method;

       

      (c) if there
shall be a distribution of Partnership property as described in Section 734 of
the Code or if there shall be a transfer of a Partnership interest as described
in Section 743 of the Code, upon written request of any Partner, to elect,
pursuant to Section 754 of the Code, to adjust the basis of Partnership
properties;

       

      (d) to elect
to amortize the organizational expenses of the Partnership ratably over a period
of 60 months as permitted by Section 709(b) of the Code; and

       

      (e) any other
election the General Partner may deem appropriate and in the best interests of
the Partners.

       

      No
election shall be made by the Partnership or any Partner to be treated as an
association taxable as a corporation or to be excluded from the application of
the provisions of Subchapter K of Chapter 1 of Subtitle A of the
Code or any similar provisions of applicable state laws.

       

      8.03 Tax Matters
Partner.  The General Partner shall be the
“tax matters partner” of the Partnership pursuant to Section 6231(a)(7) of the
Code.  The General Partner shall take such action as may be necessary
to cause each other Partner to become a “notice partner” within the meaning of
Section 6223 of the Code.  The General Partner shall inform each other
Partner of all significant matters that may come to its attention in its
capacity as tax matters partner by giving notice thereof within ten Business
Days after becoming aware thereof and, within such time, 

       

      
        
          
          

        

        
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        shall
forward to each other Partner copies of all significant written communications
it may receive in such capacity.  The General Partner shall not take
any action contemplated by Sections 6222 through 6232 of the Code without the
consent of the Class B Limited Partner.  This provision is not
intended to authorize the General Partner to take any action left to the
determination of an individual Partner under Sections 6222 through 6232 of the
Code.

      

       

      ARTICLE IX

                                      

      BOOKS, RECORDS, REPORTS, AND
BANK ACCOUNTS

       

      9.01 Maintenance of
Books.  The books of account for the
Partnership shall be maintained on a cash basis in accordance with the terms of
this Agreement except that the Capital Accounts of the Partners shall be
maintained in accordance with Section 4.04.  The
calendar year shall be the accounting year of the Partnership.

       

      9.02 Financial
Statements.  Within 120 days after the end of
each fiscal year during the term of the Partnership, the General Partner shall
cause each other Partner to be furnished with an unaudited balance sheet, an
income statement, and a statement of changes in Partners’ capital of the
Partnership for, or as of the end of, such period.  All financial
statements shall be prepared in accordance with accounting principles generally
employed for cash-basis records consistently applied (except as therein
noted).

       

      9.03 Bank
Accounts.  The General Partner shall
establish and maintain one or more separate accounts for Partnership funds in
the Partnership name at such financial institutions as it may
designate.  The General Partner may not commingle the Partnership’s
funds with other funds of any Partner.

       

      ARTICLE X

       

      WITHDRAWAL,
BANKRUPTCY, REMOVAL, ETC.

       

      10.01 Withdrawal, Bankruptcy, Etc.
of the General Partner.

       

      (a) The
General Partner covenants and agrees that it will not withdraw from the
Partnership as the general partner within the meaning of Section 17-602 of the
Act.  If the General Partner shall so withdraw from the Partnership in
violation of such covenant and agreement, such withdrawal shall be effective
only upon 90 days’ prior notice to all other Partners.

       

      (b) The
General Partner shall not cease to be a general partner on the occurrence of an
event of the type described in Section 17-402(a)(4) through (10) of the Act, but
shall cease to be a general partner 90 days thereafter.  The General
Partner shall notify each other Partner that an event of the type described in
Section 17-402(a)(4) through (10) of the Act has occurred (without regard to the
lapse of any time periods therein) with respect to it within five Business Days
after such occurrence.

       

       

      
        
          
          

        

        
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      (c) Following
any notice pursuant to Section 10.01(a) that
the General Partner shall be withdrawing, or following the occurrence of an
event of the type described in Section 17-402(a)(4) through (10) of the Act with
respect to the General Partner (without regard to the lapse of any time periods
therein), and unless there shall be one other General Partner remaining, the
greater of the Class A Limited Partner plus the Class B Limited Partner or a
majority in interest as defined in Internal Revenue Service Procedure 94-46 (or
any successor thereof) by written consent may select a new General Partner,
which shall be admitted to the Partnership as a general partner effective
immediately prior to the existing General Partner’s ceasing to be a general
partner with such general partner interest as the Limited Partners making such
selection may specify, but only if such new General Partner shall have made such
Capital Contribution as such Limited Partners may specify and shall have
executed and delivered to the Partnership a document including such new General
Partner’s notice address, acceptance of all the terms and provisions of this
Agreement, an agreement to perform and discharge timely all of its obligations
and liabilities hereunder, and a representation and warranty that the
representation and warranties in Section 3.02 are
true and correct with respect to such new General
Partner.  Notwithstanding the foregoing provisions of this Section 10.01(c), the
right to select such new General Partner shall not exist or be exercised unless
the Partnership shall have received the favorable opinion of the Partnership’s
legal counsel or of other legal counsel acceptable to the Limited Partners
making such selection to the effect that such selection and admission will not
result in (i) the loss of limited liability of any Limited Partner (except to
the extent a Limited Partner has consented to become the General Partner) or
(ii) in the Partnership being treated as an association taxable as a corporation
for federal income tax purposes.  Notwithstanding the foregoing
provisions of this Section 10.01(c), no
such new General Partner shall be admitted (and the existing General Partner
shall continue as such) if the event that permitted the selection of a new
General Partner shall have been an event of the type described in Section
17-402(a)(5) of the Act that with the passage of time would cause the existing
General Partner to become a Bankrupt Partner but, due to the failure of such
situation to continue, such General Partner does not become a Bankrupt
Partner.

       

      10.02 Conversion of
Interest.  Immediately upon the General
Partner’s ceasing to be General Partner following the admission of a new General
Partner pursuant to Section 10.01(c), the
former General Partner’s interest in the Partnership as a General Partner shall
be converted into the interest of a Limited Partner in the Partnership having
the same economic rights as specified for the General Partner herein immediately
prior to its ceasing to be a General Partner, and such General Partner shall
automatically and without further action be admitted to the Partnership as a
Limited Partner.

       

      ARTICLE XI

                                      

      DISSOLUTION, LIQUIDATION,
AND TERMINATION

       

      11.01 Dissolution.  The Partnership shall be dissolved
and its affairs shall be wound up upon the first to occur of any of the
following:

       

      (a) the
written consent of the General Partner, the Class A Limited Partner and the
Class B Limited Partner;

       

       

      
        
          
          

        

        
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      (b) unless
otherwise agreed to by the General Partner, the Class A Limited Partner and the
Class B Limited Partner 30 days following the occurrence of the Vesting
Date;

       

      (c) the end
of the term of the Partnership as set forth in Section 2.06;

       

      (d) the
General Partner’s ceasing to be the General Partner as described in Section 10.01(b) with
no new General Partner having been selected and admitted as provided in Section 10.01(c);
or

       

      (e) any other
event causing dissolution as described in Section 17-801 of the Act (other than
an event described in Section 17-402(a)(4) through (10) of the Act, except as
provided in Sections
10.01(b) and 11.01(d));

       

      it being
understood that if an “event of withdrawal of a general partner” (as defined in
Section 17-101(3) of the Act) shall occur with respect to the General Partner
and at least one other General Partner shall have been or is about to be
admitted pursuant to Section 3.03(b),
10.01(c), or
10.02, the
Partnership shall not dissolve but shall continue and the remaining General
Partner shall, and hereby agrees to, carry on the business of the
Partnership.

       

      11.02 Liquidation and
Termination.  Upon dissolution of the
Partnership, unless it is continued as provided in Section 11.01,
the General Partner shall act as liquidator or may appoint one or more other
Persons as liquidator; provided, however, that if the
Partnership shall be dissolved on account of an event of the type described in
Section 17-402(a)(4) through (10) of Act with respect to the General Partner,
the liquidator shall be one or more Persons selected in writing by the Class A
Limited Partner and the Class B Limited Partner.  The liquidator shall
proceed diligently to wind up the affairs of the Partnership and make final
distributions as provided herein, and shall file any amendments to the
Certificate as may be required by applicable law.  The costs of
liquidation shall be borne as a Partnership expense.  Until final
distribution, the liquidator shall continue to manage the Partnership assets
with all of the power and authority of the General Partner.  The steps
to be accomplished by the liquidator are as follows:

       

      (a) as
promptly as possible after dissolution and again after final liquidation, the
liquidator shall cause a proper accounting to be made by a recognized firm of
certified public accountants of the Partnership’s assets, liabilities, and
operations through the last day of the calendar month in which the dissolution
shall have occurred or the final liquidation shall be completed, as
applicable;

       

      (b) the
liquidator shall pay all of the debts and liabilities of the Partnership
(including, without limitation, all expenses incurred in liquidation and any
advances made by the General Partner pursuant to Section 4.03) or
otherwise make adequate provision therefor (including, without limitation, the
establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidator may reasonably determine); and

       

      (c) all
remaining assets of the Partnership shall be distributed to the Partners as
follows:

       

       

      
        
          
          

        

        
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      (i) the fair
market value of the property shall be determined and the capital accounts of the
Partners shall be adjusted to reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in such property (that has not been reflected
in the capital accounts previously) would be allocated among the Partners if
there were a taxable disposition of such property for the fair market value of
such property on the Vesting Date; and

       

      (ii) the
Partnership property shall be distributed among the Partners in accordance with
the positive capital account balances of the Partners, as determined after
taking into account all capital account adjustments for the taxable year of the
Partnership during which the liquidation of the Partnership occurs (other than
those made by reason of this clause); and such distributions shall be made by
the end of the taxable year of the Partnership during which the liquidation of
the Partnership occurs (or, if later, within 90 days after the date of such
liquidation).  While the General Partner has the right to sell TPP
Units as noted in Section 5.04,
and subject to the restrictions set forth in Section 5.05, it
is the intent of the General Partner upon liquidation and termination of the
Partnership to distribute TPP Units to the Partners rather than sell the TPP
Units and distribute the cash proceeds of such sale to the
Partners.

       

      For
purposes of this Section 11.02(c), the
“fair market value” of each TPP Unit held by the Partnership on the Vesting Date
shall be equal to the average of the closing sale prices per applicable TPP
Unit, as the case may be, for the 20 trading days ending on the Vesting Date
(or, if no closing sale price is reported, the average of the bid and asked
prices) as reported in the composite transactions for the principal United
States securities exchange on which the applicable TPP Units are traded or if
the applicable TPP Units, as the case may be, are not listed on a national or
regional stock exchange, as reported by the OTC Bulletin Board or other
applicable quotation service.  All distributions in kind to the
Partners shall be made subject to the liability of each distributee for costs,
expenses, and liabilities theretofore incurred or for which the Partnership
shall have committed prior to the date of termination and such costs, expenses,
and liabilities shall be allocated to such distributee pursuant to this Section 11.02.  The
distribution of property to a Partner in accordance with the provisions of this
Section 11.02
shall constitute a complete return to the Partner of its Capital Contributions
and a complete distribution to the Partner of its interest in the Partnership
and all the Partnership’s property and shall constitute a compromise to which
all Partners have consented within the meaning of Section 17-502(b) of the
Act.

       

      11.03 Cancellation of
Certificate.  Upon completion of the
distribution of Partnership assets as provided herein, the Partnership shall be
terminated, and the General Partner (or, if there shall be no General Partner,
the Limited Partners) shall cause the cancellation of the Certificate and any
other filings made pursuant to Section 2.05 and
shall take such other actions as may be necessary to terminate the
Partnership.

       

      ARTICLE XII

                                                 

      GENERAL
PROVISIONS

       

      12.01 Offset.  In the event that any sum is
payable to any Partner pursuant to this Agreement, any amounts owed by such
Partner to the Partnership shall be deducted from said sum before payment to
said Partner.

       

       

      
        
          
          

        

        
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      12.02 Notices.  All notices or requests or
consents provided for or permitted to be given pursuant to this Agreement must
be in writing and must be given (a) by depositing same in the United States
mail, addressed to the Person to be notified, postpaid, and registered or
certified with return receipt requested or (b) by delivering such notice by
courier or in person to such party.  Notices given or served pursuant
hereto shall be effective two Business Days after such deposit, or upon receipt
if delivered in person to the person to be notified.  All notices to
be sent to a Partner shall be sent to or made at the address given on the Power
of Attorney executed by the Partner and delivered to the General Partner on the
date hereof or in the instrument described in Section 3.03(c),
3.04, or 10.01(c), or such
other address as such Partner may specify by notice to the General
Partner.  Any notice to the Partnership shall be given to the General
Partner.

       

      12.03 Entire Agreement;
Supersede.  This Agreement constitutes the
entire agreement of the Partners relating to the matters contained herein and
supersedes all prior contracts or agreements, whether oral or written, among the
parties hereto with respect to such matters.

       

      12.04 Effect of Waiver or
Consent.  No waiver or consent, express or
implied, by any Person with respect to any breach or default by any other Person
of its obligations hereunder shall be deemed or construed to be a consent or
waiver with respect to any other breach or default by such other Person of the
same or any other obligations of such other Person hereunder.  Failure
on the part of any Person to complain of any act or omission of any other
Person, or to declare any other Person in default, irrespective of how long such
failure continues, shall not constitute a waiver by such Person of its rights
hereunder until the applicable limitation period has run.

       

      12.05 Amendment or
Modification.  This Agreement may be amended or
modified from time to time only by a written instrument executed by the General
Partner; provided,
however, that (a) the
vesting and distribution provisions of this Agreement may be amended or modified
only by a written instrument executed by the General Partner, the Class A
Limited Partner and the Class B Limited Partner, and (b) no amendment or
modification reducing a Partner’s Sharing Points (other than to reflect changes
otherwise provided hereby) or increasing its duties or adversely affecting its
limited liability shall be effective without such Partner’s
consent.

       

      12.06 Binding Effect; Joinder of
Additional Parties.  Subject to the restrictions on
Dispositions set forth herein, this Agreement shall be binding upon and shall
inure to the benefit of the Partners, as well as the respective heirs, legal
representatives, successors, and assigns of such Partners.

       

      12.07 Construction.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
JURISDICTION.  The headings in this Agreement are inserted for
convenience and identification only and are not intended to describe, interpret,
define, or limit the scope, extent, or intent of this Agreement or any provision
hereof.  Whenever the context requires, the gender of all words used
in this Agreement shall include the masculine, feminine, and
neuter.  All references to Articles and Sections refer to articles and
sections of this Agreement.  All sums and 

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

        amounts
payable or to be payable pursuant to the provisions of this Agreement shall be
payable in coin or currency of the United States of America that, at the time of
payment, is legal tender for the payment of public and private debts in the
United States of America.  If any provision of this Agreement or the
application thereof to any Person or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by
law.

      

       

      12.08 Further
Assurances.  In connection with this Agreement,
as well as all transactions contemplated by this Agreement, each Partner agrees
to execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry
out, and perform all of the terms, provisions, and conditions of this Agreement
and all such transactions.

       

      12.09 Indemnification.  To the fullest extent permitted by
law, each Partner shall indemnify the Partnership and each other Partner and
hold them harmless from and against all losses, costs, liabilities, damages, and
expenses (including, without limitation, costs of suit and attorney’s fees) they
may incur on account of any breach by such indemnifying Partner of this
Agreement.

       

      12.10 Waiver of Certain
Rights.  Each Partner irrevocably waives
any right it might have to maintain any action for dissolution of the
Partnership or to maintain any action for partition of the property of the
Partnership.

       

      12.11 Counterparts.  This Agreement may be executed in
any number of counterparts with the same effect as if all signatory parties had
signed the same document.  All counterparts shall be construed
together and shall constitute one and the same instrument.

       

      12.12 Dispute
Resolution.

       

      (a) If the
General Partner and one or more Limited Partners are unable to resolve any
controversy, dispute, claim or other matter in question arising out of, or
relating to, this Agreement, any provision hereof, the alleged breach hereof, or
in any way relating to the subject matter of this Agreement, or the relationship
between the parties created by this Agreement, including questions concerning
the scope and applicability of this Section 12.12,
whether sounding in contract, tort or otherwise, at law or in equity, under
state or federal law, whether provided by statute or common law, for damages or
any other relief (any such controversy, dispute, claim or other matter in
question, a “Dispute”), on or
before the 30th day following the receipt by the General Partner or such Limited
Partners of written notice of such Dispute from the other party, which notice
describes in reasonable detail the nature of the Dispute and the facts and
circumstances relating thereto, the General Partner or such Limited Partners
may, by delivery of written notice to the other party, require that a
representative of the General Partner and of such Limited Partners meet at a
mutually agreeable time and place in an attempt to resolve such
Dispute.  Such meeting shall take place on or before the 15th day
following the date of the notice requiring such meeting, and if the Dispute has
not been resolved within 15 days following such meeting, the General Partner or
such Limited Partners may cause such Dispute to be resolved by binding
arbitration in Houston, Texas, by submitting such Dispute 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

         

        for
arbitration within 30 days following the expiration of such 15-day
period.  This agreement to arbitrate shall be specifically enforceable
against the parties.

      

       

      (b) It is the
intention of the parties that the arbitration shall be governed by and conducted
pursuant to the Federal Arbitration Act, as such Act is modified by this Section 12.12.  If
it is determined the Federal Arbitration Act is not applicable to this Agreement
(e.g., this Agreement does not evidence a transaction involving interstate
commerce), this agreement to arbitrate shall nevertheless be enforceable
pursuant to applicable State law.  While the arbitrators may refer to
the Commercial Arbitration Rules of the American Arbitration Association (the
“Rules”) for
guidance with respect to procedural matters, the arbitration proceeding shall
not be administered by the American Arbitration Association but instead shall be
self-administered by the parties until the arbitrators are selected and then the
proceeding shall be administered by the arbitrators.

       

      (c) The
validity, construction, and interpretation of this agreement to arbitrate, and
all procedural aspects of the arbitration conducted pursuant to this agreement
to arbitrate, including but not limited to, the determination of the issues that
are subject to arbitration (i.e., arbitrability), the scope of the arbitrable
issues, allegations of “fraud in the inducement” to enter into this Agreement or
this arbitration provision, allegations of waiver, laches, delay or other
defenses to arbitrability, and the rules governing the conduct of the
arbitration (including the time for filing an answer, the time for the filing of
counterclaims, the times for amending the pleadings, the specificity of the
pleadings, the extent and scope of discovery, the issuance of subpoenas, the
times for the designation of experts, whether the arbitration is to be stayed
pending resolution of related litigation involving third parties not bound by
this arbitration agreement, the receipt of evidence, and the like), shall be
decided by the arbitrators.

       

      (d) The rules
of arbitration of the Federal Arbitration Act, as modified by this Agreement,
shall govern procedural aspects of the arbitration; to the extent the Federal
Arbitration Act as modified by this Agreement does not address a procedural
issue, the arbitrators may refer for guidance to the Commercial Arbitration
Rules then in effect with the American Arbitration Association.  The
arbitrators may refer for guidance to the Federal Rules of Civil Procedure, the
Federal Rules of Civil Evidence, and the federal law with respect to the
discovery process, applicable legal privileges, and admissible
evidence.  In deciding the substance of the parties’ Dispute, the
arbitrators shall refer to the substantive laws of the State of Delaware for
guidance (excluding Delaware’s conflict-of-law rules or principles that might
call for the application of the law of another jurisdiction); provided, however, IT IS EXPRESSLY
AGREED THAT NOTWITHSTANDING ANY OTHER PROVISION IN THIS SECTION 12.12 TO
THE CONTRARY, THE ARBITRATORS SHALL HAVE ABSOLUTELY NO AUTHORITY TO AWARD
CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF PROFIT), TREBLE, EXEMPLARY OR PUNITIVE
DAMAGES OF ANY TYPE UNDER ANY CIRCUMSTANCES REGARDLESS OF WHETHER SUCH DAMAGES
MAY BE AVAILABLE UNDER DELAWARE LAW, THE LAW OF ANY OTHER STATE, OR FEDERAL LAW,
OR UNDER THE FEDERAL ARBITRATION ACT, OR UNDER THE COMMERCIAL ARBITRATION RULES
OF THE AMERICAN ARBITRATION ASSOCIATION.  The arbitrators shall have
the authority to assess the costs and expenses of the arbitration proceeding
(including the arbitrators’ fees and expenses) against either or both
parties.  

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

        However,
each party shall bear its own attorneys fees and the arbitrators shall have no
authority to award attorneys fees.

      

       

      (e) When a
Dispute has been submitted for arbitration, within 30 days of such submission,
the General Partner will choose an arbitrator, and such Limited Partners will
choose an arbitrator.  The two arbitrators shall select a third
arbitrator, failing agreement on which within 90 days of the original notice,
the General Partner and such Limited Partners (or either of them) shall apply to
any United States District Judge for the Southern District of Texas, who shall
appoint the third arbitrator.  While the third arbitrator shall be
neutral, the two party-appointed arbitrators are not required to be neutral and
it shall not be grounds for removal of either of the two party-appointed
arbitrators or for vacating the arbitrators’ award that either of such
arbitrators has past or present minimal relationships with the party that
appointed such arbitrator.  Evident partiality on the part of an
arbitrator exists only where the circumstances are such that a reasonable person
would have to conclude there in fact existed actual bias and a mere appearance
or impression of bias will not constitute evident partiality or otherwise
disqualify an arbitrator.  Minimal or trivial past or present
relationships between the neutral arbitrator and the party selecting such
arbitrator or any of the other arbitrators, or the failure to disclose such
minimal or trivial past or present relationships, will not by themselves
constitute evident partiality or otherwise disqualify any
arbitrator.  Upon selection of the third arbitrator, each of the three
arbitrators shall agree in writing to abide faithfully by the terms of this
agreement to arbitrate.  The three arbitrators shall make all of their
decisions by majority vote.  If one of the party-appointed arbitrators
refuses to participate in the proceedings or refuses to vote, the decision of
the other two arbitrators shall be binding.  If an arbitrator dies or
becomes physically incapacitated and is unable to fulfill his or her duties as
an arbitrator, the arbitration proceeding shall continue with a substitute
arbitrator selected as follows: if the incapacitated arbitrator is a
party-appointed arbitrator, the party shall promptly select a new arbitrator,
and if the incapacitated arbitrator is the neutral arbitrator, the two-party
appointed arbitrators shall select a substitute neutral arbitrator, failing
agreement on which the General Partner and such Limited Partners (or either of
them) shall apply to any United States District Judge for the Southern District
of Texas, who shall appoint the substitute neutral arbitrator.

       

      (f) The final
hearing shall be conducted within 120 days of the selection of the third
arbitrator.  The final hearing shall not exceed ten working days, with
each party to be granted one-half of the allocated time to present its case to
the arbitrators.  There shall be a transcript of the hearing before
the arbitrators.  The arbitrators shall render their ultimate decision
within 20 days of the completion of the final hearing completely resolving all
of the Disputes between the parties that are the subject of the arbitration
proceeding.  The arbitrators’ ultimate decision after final hearing
shall be in writing, but shall be as brief as possible, and the arbitrators
shall assign their reasons for their ultimate decision.  In the case
the arbitrators award any monetary damages in favor of either party, the
arbitrators shall certify in their award that they have not included any treble,
exemplary or punitive damages.

       

      (g) The
arbitrators’ award shall, as between the parties to this Agreement and those in
privity with them, be final and entitled to all of the protections and benefits
of a final judgment, e.g., res
judicata (claim preclusion) and collateral estoppel (issue preclusion),
as to all Disputes, including compulsory counterclaims, that were or could have
been presented to the

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

        arbitrators.  The
arbitrators’ award shall not be reviewable by or appealable to any court, except
to the extent permitted by the Federal Arbitration Act.

      

       

      (h) It is the
intent of the parties that the arbitration proceeding shall be conducted
expeditiously, without initial recourse to the courts and without interlocutory
appeals of the arbitrators’ decisions to the courts.  However, if a
party refuses to honor its obligations under this agreement to arbitrate, the
other party may obtain appropriate relief compelling arbitration in any court
having jurisdiction over the parties; the order compelling arbitration shall
require that the arbitration proceedings take place in Houston, Texas, as
specified above.  The parties may apply to any court for orders
requiring witnesses to obey subpoenas issued by the
arbitrators.  Moreover, any and all of the arbitrators’ orders and
decisions may be enforced if necessary by any court.  The arbitrators’
award may be confirmed in, and judgment upon the award entered by, any federal
or State court having jurisdiction over the parties.

       

      (i) To the
fullest extent permitted by law, this arbitration proceeding and the arbitrators
award shall be maintained in confidence by the parties.  However, a
violation of this covenant shall not affect the enforceability of this
arbitration agreement or of the arbitrators’ award.

       

      (j) A party’s
breach of this Agreement shall not affect this agreement to
arbitrate.  Moreover, the parties’ obligations under this arbitration
provision are enforceable even after this Agreement has
terminated.  The invalidity or unenforceability of any provision of
this arbitration agreement shall not affect the validity or enforceability of
the parties’ obligation to submit their Disputes to binding arbitration or the
other provisions of this agreement to arbitrate.

       

      12.13 No Effect on Employment
Relationship.  Nothing in this Agreement shall
confer upon any employee of the General Partner or any Affiliate thereof any
right to continued employment nor shall it interfere in any way with the right
of the General Partner or any of its Affiliates to terminate the employment of
any employee at any time.

       

      12.14 Legal
Representation.  This Agreement and related
documents have been prepared by Andrews Kurth LLP, as counsel for the General
Partner, and not as counsel for any other Partner or the
Partnership.  Each party other than the General Partner has been
advised to seek independent counsel in connection with this Agreement and the
related documents.

       

      [Signature
Pages to Follow.]

       


      
        
          
             

             

          

           


        

        
          28

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Partners have executed this Agreement as of the date first
set forth above.

       

      GENERAL
PARTNER:                                                                EPCO, INC.

       

      


             
By: /s/ W.
Randall
Fowler                                                               

            
W. Randall Fowler

            President
and Chief Executive Officer

      


      


      CLASS A LIMITED
PARTNER:                                               
DUNCAN FAMILY INTERESTS,
INC.

       

      


      


             
By:  /s/
Darryl E.
Smith                                                                

             
Darryl E. Smith

                     
Treasurer

      


      
        	
                CLASS B LIMITED
      PARTNER:

              	
                The
      Class B Limited Partner initially admitted as a Class B Limited Partner of
      the Partnership, pursuant to Powers of Attorney executed in favor of, and
      granted and delivered to the General
Partner

              


      

       

      
        	
                 
      

              	
                By: 
      EPCO, INC.

              


      

      
        	
                 
      

              	
                       
      (As attorney-in-fact for the Class B
Limited

              


      

      
        	
                 
      

              	
                       
      Partner pursuant to powers of
attorney)

              


      

      


      
 

      By:    /s/
W. Randall
Fowler                                                                   

      W.
Randall Fowler

      President
and Chief Executive Officer

      


       

      


       


      
        
          
             

            Signature
Page to

            Agreement
of Limited Partnership of TEPPCO Unit II L.P.

          

           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A

       

      FORM
OF POWER OF ATTORNEY

       

      For
Executing Agreement of Limited Partnership of TEPPCO Unit II L.P.

       

      Know all
by these presents, that the undersigned hereby constitutes and appoints EPCO,
Inc. and its authorized representatives the undersigned’s true and lawful
attorney-in-fact to:

       

      
        	
                 
      

              	
                (1)

              	
                execute
      for and on behalf of the undersigned as a limited partner thereunder that
      certain Agreement of Limited Partnership of TEPPCO Unit II L.P. (the
      “Partnership
      Agreement”);

              


      

       

      
        	
                 
      

              	
                (2)

              	
                take
      any other action of any type whatsoever in connection with the foregoing
      that, in the opinion of each such attorney-in-fact, may be of benefit to,
      in the best interest of, or legally required of the undersigned, it being
      understood that the documents executed by the attorney-in-fact on behalf
      of the undersigned pursuant to this Power of Attorney shall be in such
      form and shall contain such terms and conditions as the attorney-in-fact
      may approve in the attorney-in-fact’s
  discretion.

              


      

       

      The
undersigned hereby grants to each attorney-in-fact full power and authority to
do and perform all and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that the attorney-in-fact, or the attorney-in-facts
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.

       

      The
undersigned acknowledges and agrees by execution of this Power of Attorney that
the undersigned’s initial Sharing Points (as defined in the Partnership
Agreement) under the Partnership Agreement equal __________, which represents
___% of the total initial Sharing Points granted by the General Partner pursuant
to the Partnership Agreement.

       

      IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	_______________________________________________ 
      
	
                                            Signature

                                          
	 
      
	_______________________________________________ 
      
	
                                            Type
      or Print Name

                                          
	 
      
	_______________________________________________ 
      
	
                                            Date

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      



      
        
          
             

            Exhibit A
– Page 1