**Exhibit 3.1**

**AMENDEDAND RESTATED**

**AGREEMENTOF LIMITED PARTNERSHIP**

**OF**

**HILAND HOLDINGSGP, LP**

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**TABLE OF CONTENTS**
| ARTICLE I DEFINITIONS                                                                                             |
|-------------------------------------------------------------------------------------------------------------------|
|                                                                                                              |   |   |
| Section 1.1                                                                                                       | * * | *Definitions.* |   | 1 |
| Section 1.2                                                                                                       | * * | *Construction.* |   | 15 |
|                                                                                                              | * * | * * |   |   |
| ARTICLE II  ORGANIZATION                                                                                          |
|                                                                                                              |   |   |
| Section 2.1                                                                                                       | * * | *Formation.* |   | 15 |
| Section 2.2                                                                                                       | * * | *Name.* |   | 15 |
| Section 2.3                                                                                                       | * * | *Registered Office; Registered Agent; Principal  Office; Other Offices.* |   | 16 |
| Section 2.4                                                                                                       | * * | *Purpose and Business.* |   | 16 |
| Section 2.5                                                                                                       | * * | *Powers.* |   | 16 |
| Section 2.6                                                                                                       | * * | *Power of Attorney.* |   | 16 |
| Section 2.7                                                                                                       | * * | *Term.* |   | 18 |
| Section 2.8                                                                                                       | * * | *Title to Partnership Assets.* |   | 18 |
| Section 2.9                                                                                                       | * * | *Certain Undertakings Relating to the Separateness  of the Partnership.* |   | 19 |
|                                                                                                              | * * | * * |   |   |
| ARTICLE III  RIGHTS OF LIMITED PARTNERS                                                                           |
|                                                                                                              |   |   |
| Section 3.1                                                                                                       | * * | *Limitation of Liability.* |   | 20 |
| Section 3.2                                                                                                       | * * | *Management of Business.* |   | 20 |
| Section 3.3                                                                                                       | * * | *Outside Activities of the Limited Partners.* |   | 20 |
| Section 3.4                                                                                                       | * * | *Rights of Limited Partners.* |   | 20 |
|                                                                                                              | * * | * * |   |   |
| ARTICLE IV  CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP  INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS |
|                                                                                                              |   |   |
| Section 4.1                                                                                                       | * * | *Certificates.* |   | 21 |
| Section 4.2                                                                                                       | * * | *Mutilated, Destroyed, Lost or Stolen Certificates.* |   | 22 |
| Section 4.3                                                                                                       | * * | *Record Holders.* |   | 23 |
| Section 4.4                                                                                                       | * * | *Transfer Generally.* |   | 23 |
| Section 4.5                                                                                                       | * * | *Registration and Transfer of Limited Partner  Interests.* |   | 23 |
| Section 4.6                                                                                                       | * * | *Transfer of the General Partner Interest.* |   | 24 |
| Section 4.7                                                                                                       | * * | *Restrictions on Transfers.* |   | 25 |
| Section 4.8                                                                                                       | * * | *Citizenship Certificates; Non-citizen Assignees.* |   | 26 |
| Section 4.9                                                                                                       | * * | *Redemption of Partnership Interests of  Non-citizen Assignees.* |   | 27 |
|                                                                                                              | * * | * * |   |   |
| ARTICLE V  CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP  INTERESTS                                           |
|                                                                                                              |   |   |
| Section 5.1                                                                                                       | * * | *Organizational Contributions.* |   | 28 |
| Section 5.2                                                                                                       | * * | *Contributions by the General Partner and the  Contributing Parties.* |   | 29 |
| Section 5.3                                                                                                       | * * | *Contributions by the Underwriters.* |   | 29 |
| Section 5.4                                                                                                       | * * | *Interest and Withdrawal.* |   | 30 |
| Section 5.5                                                                                                       | * * | *Capital Accounts.* |   | 30 |
| Section 5.6                                                                                                       | * * | *Conversion of the Class B Units.* |   | 32 |
| Section 5.7                                                                                                       | * * | *Issuances of Additional Partnership Securities.* |   | 33 |
| Section 5.8                                                                                                       | * * | *No Preemptive Right.* |   | 34 |
| Section 5.9                                                                                                       | * * | *Splits and Combinations.* |   | 34 |
| Section 5.10                                                                                                      | * * | *Fully Paid and Non-Assessable Nature of Limited  Partner Interests.* |   | 35 |

 

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| ARTICLE VI ALLOCATIONS AND  DISTRIBUTIONS            |
|------------------------------------------------------|
|                                                 |   |   |
| Section 6.1                                          | * * | *Allocations for Capital Account Purposes.* |   | 35 |
| Section 6.2                                          | * * | *Allocations for Tax Purposes.* |   | 40 |
| Section 6.3                                          | * * | *Requirement and Characterization of Distributions;  Distributions to Record Holders.* |   | 42 |
| Section 6.4                                          | * * | *Special Provisions Relating to the Holders of  Class B Units.* |   | 43 |
|                                                 | * * | * * |   |   |
| ARTICLE VII  MANAGEMENT AND OPERATION OF BUSINESS    |
|                                                 |   |   |
| Section 7.1                                          | * * | *Management.* |   | 44 |
| Section 7.2                                          | * * | *Certificate of Limited Partnership.* |   | 46 |
| Section 7.3                                          | * * | *Restrictions on General Partner’s Authority.* |   | 46 |
| Section 7.4                                          | * * | *Reimbursement of the General Partner.* |   | 47 |
| Section 7.5                                          | * * | *Outside Activities.* |   | 48 |
| Section 7.6                                          | * * | *Loans from the General Partner; Loans or  Contributions from the Partnership; Contracts with Affiliates; Certain  Restrictions on the General Partner.* |   | 49 |
| Section 7.7                                          | * * | *Indemnification.* |   | 49 |
| Section 7.8                                          | * * | *Liability of Indemnitees.* |   | 51 |
| Section 7.9                                          | * * | *Resolution of Conflicts of Interest; Standards of  Conduct and Modification of Duties.* |   | 52 |
| Section 7.10                                         | * * | *Other Matters Concerning the General Partner.* |   | 53 |
| Section 7.11                                         | * * | *Purchase or Sale of Partnership Securities.* |   | 54 |
| Section 7.12                                         | * * | *Registration Rights of the General Partner and  its Affiliates.* |   | 54 |
| Section 7.13                                         | * * | *Reliance by Third Parties.* |   | 58 |
|                                                 | * * | * * |   |   |
| ARTICLE VIII  BOOKS, RECORDS, ACCOUNTING AND REPORTS |
|                                                 |   |   |
| Section 8.1                                          | * * | *Records and Accounting.* |   | 58 |
| Section 8.2                                          | * * | *Fiscal Year.* |   | 58 |
| Section 8.3                                          | * * | *Reports.* |   | 59 |
|                                                 | * * | * * |   |   |
| ARTICLE IX TAX  MATTERS                              |
|                                                 |   |   |   |   |
| Section 9.1                                          | * * | *Tax Returns and Information.* |   | 59 |
| Section 9.2                                          | * * | *Tax Elections.* |   | 59 |
| Section 9.3                                          | * * | *Tax Controversies.* |   | 60 |
| Section 9.4                                          | * * | *Withholding.* |   | 60 |
|                                                 | * * | * * |   |   |
| ARTICLE X  ADMISSION OF PARTNERS                     |
|                                                 |   |   |
| Section 10.1                                         | * * | *Admission of Initial Limited Partners.* |   | 60 |
| Section 10.2                                         | * * | *Admission of Successor General Partner.* |   | 61 |
| Section 10.3                                         | * * | *Amendment of Agreement and Certificate of Limited  Partnership.* |   | 61 |
|                                                 | * * | * * |   |   |
| ARTICLE XI  WITHDRAWAL OR REMOVAL OF PARTNERS        |
|                                                 |   |   |
| Section 11.1                                         | * * | *Withdrawal of the General Partner.* |   | 61 |
| Section 11.2                                         | * * | *Removal of the General Partner.* |   | 63 |
| Section 11.3                                         | * * | *Interest of Departing General Partner and  Successor General Partner.* |   | 63 |
| Section 11.4                                         | * * | *Withdrawal of Limited Partners.* |   | 65 |

 

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| ARTICLE XII DISSOLUTION AND  LIQUIDATION                                 |
|--------------------------------------------------------------------------|
|                                                                     |   |   |   |   |
| Section 12.1                                                             | * * | *Dissolution.* |   | 65 |
| Section 12.2                                                             | * * | *Continuation of the Business of the Partnership  After Dissolution.* |   | 65 |
| Section 12.3                                                             | * * | *Liquidator.* |   | 66 |
| Section 12.4                                                             | * * | *Liquidation.* |   | 67 |
| Section 12.5                                                             | * * | *Cancellation of Certificate of Limited  Partnership.* |   | 67 |
| Section 12.6                                                             | * * | *Return of Contributions.* |   | 68 |
| Section 12.7                                                             | * * | *Waiver of Partition.* |   | 68 |
| Section 12.8                                                             | * * | *Capital Account Restoration.* |   | 68 |
|                                                                     | * * | * * |   |   |
| ARTICLE XIII  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD  DATE |
|                                                                     |   |   |
| Section 13.1                                                             | * * | *Amendments to be Adopted Solely by the General  Partner.* |   | 68 |
| Section 13.2                                                             | * * | *Amendment Procedures.* |   | 69 |
| Section 13.3                                                             | * * | *Amendment Requirements.* |   | 70 |
| Section 13.4                                                             | * * | *Special Meetings.* |   | 71 |
| Section 13.5                                                             | * * | *Notice of a Meeting.* |   | 71 |
| Section 13.6                                                             | * * | *Record Date.* |   | 71 |
| Section 13.7                                                             | * * | *Adjournment.* |   | 72 |
| Section 13.8                                                             | * * | *Waiver of Notice; Approval of Meeting; Approval  of Minutes.* |   | 72 |
| Section 13.9                                                             | * * | *Quorum.* |   | 72 |
| Section 13.10                                                            | * * | *Conduct of a Meeting.* |   | 73 |
| Section 13.11                                                            | * * | *Action Without a Meeting.* |   | 73 |
| Section 13.12                                                            | * * | *Voting and Other Rights.* |   | 74 |
|                                                                     | * * | * * |   |   |
| ARTICLE XIV  MERGER, CONSOLIDATION OR CONVERSION                         |
|                                                                     |   |   |
| Section 14.1                                                             | * * | *Authority.* |   | 74 |
| Section 14.2                                                             | * * | *Procedure for Merger, Consolidation or  Conversion.* |   | 74 |
| Section 14.3                                                             | * * | *Approval by Limited Partners.* |   | 76 |
| Section 14.4                                                             | * * | *Certificate of Merger.* |   | 77 |
| Section 14.5                                                             | * * | *Amendment of Partnership Agreement.* |   | 78 |
|                                                                     | * * | * * |   |   |
| ARTICLE XV RIGHT  TO ACQUIRE LIMITED PARTNER INTERESTS                   |
|                                                                     |   |   |
| Section 15.1                                                             | * * | *Right to Acquire Limited Partner Interests.* |   | 78 |
|                                                                     | * * | * * |   |   |
| ARTICLE XVI  GENERAL PROVISIONS                                          |
|                                                                     |   |   |
| Section 16.1                                                             | * * | *Addresses and Notices.* |   | 80 |
| Section 16.2                                                             | * * | *Further Action.* |   | 81 |
| Section 16.3                                                             | * * | *Binding Effect.* |   | 81 |
| Section 16.4                                                             | * * | *Integration.* |   | 81 |
| Section 16.5                                                             | * * | *Creditors.* |   | 81 |
| Section 16.6                                                             | * * | *Waiver.* |   | 81 |
| Section 16.7                                                             | * * | *Counterparts.* |   | 81 |
| Section 16.8                                                             | * * | *Applicable Law.* |   | 81 |
| Section 16.9                                                             | * * | *Invalidity of Provisions.* |   | 82 |
| Section 16.10                                                            | * * | *Consent of Partners.* |   | 82 |
| Section 16.11                                                            | * * | *Facsimile Signatures.* |   | 82 |

 

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**AMENDED ANDRESTATED**

**AGREEMENT OFLIMITED PARTNERSHIP**

**OF**

**HILAND HOLDINGSGP, LP**

THIS AMENDED AND RESTATED AGREEMENT OF LIMITEDPARTNERSHIP OF HILAND HOLDINGS GP, LP dated as of September 25, 2006 is enteredinto by and among Hiland Partners GP Holdings, LLC, a Delaware limitedliability company, as the General Partner, together with any other Persons whobecome Partners in the Partnership or parties hereto as provided herein.  In consideration of the covenants, conditionsand agreements contained herein, the parties hereto hereby agree as follows:

**ARTICLE IDEFINITIONS**

Section 1.1             *Definitions*.

The following definitions shall be for all purposes,unless otherwise clearly indicated to the contrary, applied to the terms usedin this Agreement.

“*Additional Book Basis*”means the portion of any remaining Carrying Value of an Adjusted Property thatis attributable to positive adjustments made to such Carrying Value as a resultof Book-Up Events.  For purposes ofdetermining the extent that Carrying Value constitutes Additional Book Basis:

(i)            Any negative adjustment made to theCarrying Value of an Adjusted Property as a result of either a Book-Down Eventor a Book-Up Event shall first be deemed to offset or decrease that portion ofthe Carrying Value of such Adjusted Property that is attributable to any priorpositive adjustments made thereto pursuant to a Book-Up Event or Book-DownEvent.

(ii)           If Carrying Value that constitutesAdditional Book Basis is reduced as a result of a Book-Down Event and theCarrying Value of other property is increased as a result of such Book-DownEvent, an allocable portion of any such increase in Carrying Value shall betreated as Additional Book Basis; *provided*, thatthe amount treated as Additional Book Basis pursuant hereto as a result of suchBook-Down Event shall not exceed the amount by which the Aggregate RemainingNet Positive Adjustments after such Book-Down Event exceeds the remainingAdditional Book Basis attributable to all of the Partnership’s AdjustedProperty after such Book-Down Event (determined without regard to theapplication of this clause (ii) to such Book-Down Event).

“*Additional Book BasisDerivative Items*” means any Book Basis Derivative Items that arecomputed with reference to Additional Book Basis.  To the extent that the Additional Book Basisattributable to all of the Partnership’s Adjusted Property as of the beginningof any taxable

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period exceeds theAggregate Remaining Net Positive Adjustments as of the beginning of such period(the “*Excess Additional Book Basis*”), theAdditional Book Basis Derivative Items for such period shall be reduced by theamount that bears the same ratio to the amount of Additional Book BasisDerivative Items determined without regard to this sentence as the ExcessAdditional Book Basis bears to the Additional Book Basis as of the beginning ofsuch period.

 “*Adjusted Capital Account*” means the Capital Accountmaintained for each Partner as of the end of each fiscal year of thePartnership, (a) increased by any amounts that such Partner is obligated torestore under the standards set by Treasury Regulation Section1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under TreasuryRegulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) theamount of all losses and deductions that, as of the end of such fiscal year,are reasonably expected to be allocated to such Partner in subsequent yearsunder Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the endof such fiscal year, are reasonably expected to be made to such Partner insubsequent years in accordance with the terms of this Agreement or otherwise tothe extent they exceed offsetting increases to such Partner’s Capital Accountthat are reasonably expected to occur during (or prior to) the year in whichsuch distributions are reasonably expected to be made (other than increases asa result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or6.1(d)(ii)).  The foregoing definition ofAdjusted Capital Account is intended to comply with the provisions of TreasuryRegulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistentlytherewith.  The “*AdjustedCapital Account*” of a Partner in respect of a General PartnerInterest, a Common Unit, a Class B Unit or any other Partnership Interest shallbe the amount that such Adjusted Capital Account would be if such GeneralPartner Interest, Common Unit, Class B Unit or other Partnership Interest werethe only interest in the Partnership held by a Partner from and after the dateon which such General Partner Interest, Common Unit, Class B Unit or otherPartnership Interest was first issued.

“*Adjusted Property*”means any property the Carrying Value of which has been adjusted pursuant toSection 5.5(d)(i) or 5.5(d)(ii).

“*Affiliate*”means, with respect to any Person, any other Person that directly or indirectlythrough one or more intermediaries controls, is controlled by or is undercommon control with, the Person in question. As used herein, the term “*control*” meansthe possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of a Person, whether through ownershipof voting securities, by contract or otherwise.

“*Aggregate Remaining NetPositive Adjustments*” means, as of the end of any taxable period,the sum of the Remaining Net Positive Adjustments of all the Partners.

“*Agreed Allocation*”means any allocation, other than a Required Allocation, of an item of income,gain, loss or deduction pursuant to the provisions of Section 6.1, including,without limitation, a Curative Allocation (if appropriate to the context inwhich the term “Agreed Allocation” is used).

“*Agreed Value*”of any Contributed Property means the fair market value of such property orother consideration at the time of contribution as determined by the GeneralPartner.  The General Partner shall usesuch method as it determines to be appropriate to allocate the

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aggregate Agreed Value ofContributed Properties contributed to the Partnership in a single or integratedtransaction among each separate property on a basis proportional to the fairmarket value of each Contributed Property.

“*Agreement*”means this Amended and Restated Agreement of Limited Partnership of HilandHoldings GP, LP, as it may be amended, supplemented or restated from time totime.

“*Associate*”means, when used to indicate a relationship with any Person, (a) anycorporation or organization of which such Person is a director, officer orpartner or is, directly or indirectly, the owner of 20% or more of any class ofvoting stock or other voting interest; (b) any trust or other estate in whichsuch Person has at least a 20% beneficial interest or as to which such Personserves as trustee or in a similar fiduciary capacity; and (c) any relative orspouse of such Person, or any relative of such spouse, who has the sameprincipal residence as such Person.

“*Available Cash*”means, with respect to any Quarter ending prior to the Liquidation Date,

(a)              the sum of all cash and cashequivalents of the Partnership Group on hand on the date of determination ofAvailable Cash with respect to such Quarter, less

(b)              the amount of any cash reservesestablished by the General Partner to (i) provide for the proper conduct of thebusiness of the Partnership Group (including reserves for future capitalexpenditures and for anticipated future credit needs of the Partnership Group)subsequent to such Quarter, (ii) comply with applicable law or any loanagreement, security agreement, mortgage, debt instrument or other agreement orobligation to which any Group Member is a party or by which it is bound or itsassets are subject, (iii) permit the MLP General Partner to make capitalcontributions to the MLP to maintain its then current general partner interestin the MLP upon the issuance of additional partnership securities by the MLP or(iv) provide funds for distributions under Section 6.3 in respect of any one ormore of the next four Quarters; *provided, however*,that disbursements made by a Group Member or cash reserves established,increased or reduced after the end of such Quarter but on or before the date ofdetermination of Available Cash with respect to such Quarter shall be deemed tohave been made, established, increased or reduced, for purposes of determiningAvailable Cash, within such Quarter if the General Partner so determines.

Notwithstanding theforegoing, “*Available Cash*” with respect to theQuarter in which the Liquidation Date occurs and any subsequent Quarter shallequal zero.

“*Board of Directors*”means, with respect to the Board of Directors of the General Partner, its boardof directors or managers, as applicable, if a corporation or limited liabilitycompany, or if a limited partnership, the board of directors or board ofmanagers of the general partner of the General Partner.

“*Book Basis DerivativeItems*” means any item of income, deduction, gain or loss included inthe determination of Net Income or Net Loss that is computed with reference tothe

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Carrying Value of anAdjusted Property (*e.g.*,depreciation, depletion, or gain or loss with respect to an Adjusted Property).

“*Book-Down Event*”means an event that triggers a negative adjustment to the Capital Accounts ofthe Partners pursuant to Section 5.5(d).

“*Book-Tax Disparity*”means with respect to any item of Contributed Property or Adjusted Property, asof the date of any determination, the difference between the Carrying Value ofsuch Contributed Property or Adjusted Property and the adjusted basis thereoffor federal income tax purposes as of such date.  A Partner’s share of the Partnership’sBook-Tax Disparities in all of its Contributed Property and Adjusted Propertywill be reflected by the difference between such Partner’s Capital Account balanceas maintained pursuant to Section 5.5 and the hypothetical balance of suchPartner’s Capital Account computed as if it had been maintained strictly inaccordance with federal income tax accounting principles.

“*Book-Up Event*”means an event that triggers a positive adjustment to the Capital Accounts ofthe Partners pursuant to Section 5.5(d).

“*Business Day*”means Monday through Friday of each week, except that a legal holidayrecognized as such by the government of the United States of America or the Stateof Oklahoma shall not be regarded as a Business Day.

“*Capital Account*”means the capital account maintained for a Partner pursuant to Section5.5.  The “*CapitalAccount*” of a Partner in respect of a General Partner Interest, aCommon Unit, Class B Unit or any other Partnership Interest shall be the amountthat such Capital Account would be if such General Partner Interest, CommonUnit, Class B Unit or other Partnership Interest were the only interest in thePartnership held by a Partner from and after the date on which such GeneralPartner Interest, Common Unit, Class B Unit or other Partnership Interest wasfirst issued.

“*Capital Contribution*”means any cash, cash equivalents or the Net Agreed Value of ContributedProperty that a Partner contributes to the Partnership.

“*Carrying Value*”means (a) with respect to a Contributed Property, the Agreed Value of suchproperty reduced (but not below zero) by all depreciation, amortization andcost recovery deductions charged to the Partners’ Capital Accounts in respectof such Contributed Property, and (b) with respect to any other Partnershipproperty, the adjusted basis of such property for federal income tax purposes,all as of the time of determination.  TheCarrying Value of any property shall be adjusted from time to time inaccordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes,additions or other adjustments to the Carrying Value for dispositions andacquisitions of Partnership properties, as deemed appropriate by the GeneralPartner.

“*Cause*” means acourt of competent jurisdiction has entered a final, non-appealable judgmentfinding the General Partner liable for actual fraud or willful misconduct inits capacity as a general partner of the Partnership.

“*Certificate*”means a certificate (i) substantially in the form of (A) Exhibit A to thisAgreement with respect to the Common Units, and (B) Exhibit B to this Agreementwith respect

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to the Class B Units,(ii) issued in (A) global form in accordance with the rules and regulations ofthe Depositary or (B) such other form as may be adopted by the General Partner,issued by the Partnership evidencing ownership of one or more Units, or acertificate, in such form as may be adopted by the General Partner, issued bythe Partnership evidencing ownership of one or more other PartnershipSecurities.

“*Certificate of LimitedPartnership*” means the Certificate of Limited Partnership of thePartnership filed with the Secretary of State of the State of Delaware asreferenced in Section 2.1, as such Certificate of Limited Partnership may beamended, supplemented or restated from time to time.

“*Change of Control*”for purposes of Section 5.6 means, and shall be deemed to have occurred uponthe occurrence of one or more of the following events: (i) any sale, lease,exchange or other transfer or disposition (in one transaction or a series ofrelated transactions) of all or substantially all of the assets of thePartnership or the General Partner to any Person and/or its Affiliates, otherthan to the Hamm Parties, the Partnership, the General Partner and/or any oftheir Affiliates; (ii) the consolidation, reorganization, merger or othertransaction involving the General Partner, or a transfer of membershipinterests in the General Partner by the Hamm Parties, in either case pursuantto which (a) less than 35% of the outstanding membership interests in theGeneral Partner, on a fully diluted basis, are beneficially owned (asbeneficial ownership is defined in Rule 13d-3 of the Securities Exchange Act of1934, as amended (the “Exchange Act”)) by the Hamm Parties or any oftheir Affiliates or (b) any “person” or “group,” within the meaning of Section13(d) or 14(d)(2) of the Exchange Act, (other than the Hamm Parties or any oftheir Affiliates) becomes the ultimate beneficial owner (as beneficialownership is defined in Rule 13d 3 under the Exchange Act) of more of theoutstanding membership interests in the General Partner than are beneficiallyowned by the Hamm Parties or any of their Affiliates; or (iii) the GeneralPartner (or an Affiliate thereof) ceases to be the general partner of thePartnership.

“*Citizenship Certification*”means a properly completed certificate in such form as may be specified by theGeneral Partner by which a Limited Partner certifies that he (and if he is anominee holding for the account of another Person, that to the best of hisknowledge such other Person) is an Eligible Citizen.

“*Claim*” has themeaning assigned to such term in Section 7.12(d).

“*Class B Unit*”means a Partnership Interest representing a fractional part of the PartnershipInterests of all Limited Partners, and having the rights and obligationsspecified with respect to Class B Units in this Agreement.

“*Closing Date*”means the first date on which Common Units are sold by the Partnership to theUnderwriters pursuant to the provisions of the Underwriting Agreement.

“*Closing Price*”has the meaning assigned to such term in Section 15.1(a).

“*Code*” means theInternal Revenue Code of 1986, as amended and in effect from time to time.  Any reference herein to a specific section orsections of the Code shall be deemed to include a reference to anycorresponding provision of any successor law.

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“*Combined Interest*”has the meaning assigned to such term in Section 11.3(a).

“*Commission*”means the United States Securities and Exchange Commission.

“*Common Unit*”means a Partnership Interest representing a fractional part of the PartnershipInterests of all Limited Partners, and having the rights and obligationsspecified with respect to Common Units in this Agreement.

“*Conflicts Committee*”means a committee of the Board of Directors of the General Partner composedentirely of two or more directors (a) who are not (1) security holders,officers or employees of the General Partner, (2) officers, directors oremployees of any Affiliate of the General Partner, including the MLP GeneralPartner, or (3) holders of any ownership interest in the Partnership Groupother than Common Units, or holders of any ownership interest in the MLP Group,other than common units representing limited partner interests in the MLP and(b) who also meet the independence standards required of directors who serve onan audit committee of a board of directors established by the SecuritiesExchange Act and the rules and regulations of the Commission thereunder and bythe National Securities Exchange on which the Common Units are listed oradmitted for trading.

“*Contributed Property*”means each property or other asset, in such form as may be permitted by theDelaware Act, but excluding cash, contributed to the Partnership.  Once the Carrying Value of a ContributedProperty is adjusted pursuant to Section 5.5(d), such property shall no longerconstitute a Contributed Property, but shall be deemed an Adjusted Property.

“*Contributing Parties*”means Continental Gas Holdings, Inc., Harold Hamm DST Trust, Harold Hamm HJTrust, Equity Financial Services, Inc., Randy Moeder and Ken Maples and theirrespective successors or assigns.

“*Contribution Agreement*”means the Contribution Agreement by and among the Partnership, the GeneralPartner, Hiland Partners GP, Inc., HH GP Holding, LLC, and the ContributingParties dated as of May 24, 2006, as amended.

“*Conversion Notice*”has the meaning assigned to such term in Section 5.6(a).

“*Curative Allocation*”means any allocation of an item of income, gain, deduction, loss or creditpursuant to the provisions of Section 6.1(d)(x).

“*Current Market Price*”has the meaning assigned to such term in Section 15.1(a).

“*Delaware Act*”means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. § 17-101, *et seq.*, as amended, supplemented or restated from time totime, and any successor to such statute.

“*Departing General Partner*”means a former General Partner from and after the effective date of any withdrawalor removal of such former General Partner pursuant to Section 11.1 or 11.2.

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“*Depositary*”means, with respect to any Units issued in global form, The Depository TrustCompany and its successors and permitted assigns.

“*Economic Risk of Loss*”has the meaning set forth in Treasury Regulation Section 1.752 2(a).

“*Eligible Citizen*”means a Person qualified to own interests in real property in jurisdictions inwhich any Group Member does business or proposes to do business from time totime, and whose status as a Limited Partner does not or would not subject suchGroup Member to a significant risk of cancellation or forfeiture of any of itsproperties or any interest therein.

“*Event of Withdrawal*”has the meaning assigned to such term in Section 11.1(a).

“*General Partner*”means Hiland Partners GP Holdings, LLC, a Delaware limited liability companyand its successors and permitted assigns that are admitted to the Partnershipas general partner of the Partnership.

“*General Partner Interest*”means the management and ownership interest, if any, of the General Partner inthe Partnership (in its capacity as a general partner without reference to anyLimited Partner Interest held by it), and includes any and all benefits towhich a General Partner is entitled as provided in this Agreement, togetherwith all obligations of a General Partner to comply with the terms andprovisions of this Agreement.

“*Group*” means aPerson that, with or through any of its Affiliates or Associates, has anyagreement, arrangement or understanding for the purpose of acquiring, holding,voting (except voting pursuant to a revocable proxy or consent given to suchPerson in response to a proxy or consent solicitation made to 10 or morePersons), exercising investment power or disposing of any PartnershipSecurities with any other Person that beneficially owns, or whose Affiliates orAssociates beneficially own, directly or indirectly, Partnership Securities.

“*Group Member*”means a member of the Partnership Group and, for purposes of Section 7.6 only,has the meaning assigned to such term in Section 7.6(a).

“*Hamm Parties*”means Harold Hamm, Harold Hamm DST Trust, Harold Hamm HJ Trust, HH GP Holding,LLC and Continental Gas Holdings, Inc.

“*Holder*” as usedin Section 7.12 has the meaning assigned to such term in Section 7.12(a).

“*Indemnified Persons*”has the meaning assigned to such term in Section 7.12(c).

“*Indemnitee*”means (a) the General Partner, (b) any Departing General Partner, (c) anyPerson who is or was an Affiliate of the General Partner or any DepartingGeneral Partner, (d) any Person who is or was a member, partner, officer,director, fiduciary or trustee of any Group Member, the General Partner or anyDeparting General Partner or any Affiliate of any Group Member, the GeneralPartner or any Departing General Partner, (e) any Person who is or was servingat the request of the General Partner or any Departing General Partner or anyAffiliate of the General Partner or any Departing General Partner as anofficer, director, member, partner,

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fiduciary or trustee ofanother Person; *provided*, that a Person shall notbe an Indemnitee by reason of providing, on a fee-for-services basis, trustee,fiduciary or custodial services and (f) any Person the General Partnerdesignates as an “*Indemnitee*” for purposes of thisAgreement.

“*Initial Class B Holders*”means Randy Moeder and Ken Maples.

“*Initial Common Unit*”means the Common Units sold in the Initial Offering.

“*Initial Limited Partners*”means the Persons listed on Schedule 1 hereto, in each case upon being admittedto the Partnership in accordance with Section 10.1.

“*Initial Offering*”means the initial offering and sale of Common Units to the public, as describedin the Registration Statement.

“*Issue Price*”means the price at which a Unit is purchased from the Partnership, after takinginto account any sales commission or underwriting discount charged to thePartnership.

“*Limited Partner*”means, unless the context otherwise requires, each Initial Limited Partner,each Initial Class B Holder, each additional Person that becomes a LimitedPartner pursuant to the terms of this Agreement and any Departing GeneralPartner upon the change of its status from General Partner to Limited Partnerpursuant to Section 11.3, in each case, in such Person’s capacity as a limitedpartner of the Partnership.

“*Limited Partner Interest*”means the ownership interest of a Limited Partner in the Partnership, which maybe evidenced by Common Units, Class B Units or other Partnership Securities ora combination thereof or interest therein, and includes any and all benefits towhich such Limited Partner is entitled as provided in this Agreement, togetherwith all obligations of such Limited Partner to comply with the terms andprovisions of this Agreement.

“*Liquidation Date*”means (a) in the case of an event giving rise to the dissolution of thePartnership of the type described in clauses (a) and (b) of the first sentenceof Section 12.2, the date on which the applicable time period during which theholders of Outstanding Units have the right to elect to continue the businessof the Partnership has expired without such an election being made, and (b) inthe case of any other event giving rise to the dissolution of the Partnership,the date on which such event occurs.

“*Liquidator*” meansone or more Persons selected by the General Partner to perform the functionsdescribed in Section 12.3 as liquidating trustee of the Partnership within themeaning of the Delaware Act.

“*Merger Agreement*”has the meaning assigned to such term in Section 14.1.

“*MLP*” meansHiland Partners, LP, a Delaware limited partnership, and any successorsthereto.

“*MLP Agreement*”means the First Amended and Restated Agreement of Limited Partnership of HilandPartners, LP, as it may be amended, supplemented or restated from time to time.

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“*MLP General Partner*”means Hiland Partners GP, LLC, a Delaware limited liability company and thegeneral partner of the MLP, and any successor thereto.

“*MLP Group*”means the MLP and its Subsidiaries.

“*National SecuritiesExchange*” means an exchange registered with the Commission underSection 6(a) of the Securities Exchange Act, and any successor to such statute.

“*Net Agreed Value*”means, (a) in the case of any Contributed Property, the Agreed Value of suchproperty reduced by any liabilities either assumed by the Partnership upon suchcontribution or to which such property is subject when contributed, and (b) inthe case of any property distributed to a Partner by the Partnership, thePartnership’s Carrying Value of such property (as adjusted pursuant to Section5.5(d)(ii)) at the time such property is distributed, reduced by anyindebtedness either assumed by such Partner upon such distribution or to whichsuch property is subject at the time of distribution, in either case, as determinedunder Section 752 of the Code.

“*Net Income*”means, for any taxable year, the excess, if any, of the Partnership’s items ofincome and gain (other than those items taken into account in the computationof Net Termination Gain or Net Termination Loss) for such taxable year over thePartnership’s items of loss and deduction (other than those items taken intoaccount in the computation of Net Termination Gain or Net Termination Loss) forsuch taxable year.  The items included inthe calculation of Net Income shall be determined in accordance with Section5.5(b) and shall not include any items specially allocated under Section6.1(d); *provided*, that the determination of theitems that have been specially allocated under Section 6.1(d) shall be made asif Section 6.1(d)(xi) were not in this Agreement.

“*Net Loss*”means, for any taxable year, the excess, if any, of the Partnership’s items ofloss and deduction (other than those items taken into account in thecomputation of Net Termination Gain or Net Termination Loss) for such taxableyear over the Partnership’s items of income and gain (other than those itemstaken into account in the computation of Net Termination Gain or NetTermination Loss) for such taxable year. The items included in the calculation of Net Loss shall be determined inaccordance with Section 5.5(b) and shall not include any items speciallyallocated under Section 6.1(d); *provided*, thatthe determination of the items that have been specially allocated under Section6.1(d) shall be made as if Section 6.1(d)(xi) were not in this Agreement.

“*Net Positive Adjustments*”means, with respect to any Partner, the excess, if any, of the total positiveadjustments over the total negative adjustments made to the Capital Account ofsuch Partner pursuant to Book-Up Events and Book-Down Events.

“*Net Termination Gain*”means, for any taxable year, the sum, if positive, of all items of income,gain, loss or deduction recognized by the Partnership after the LiquidationDate.  The items included in thedetermination of Net Termination Gain shall be determined in accordance withSection 5.5(b) and shall not include any items of income, gain, loss ordeduction specially allocated under Section 6.1(d).

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“*Net Termination Loss*”means, for any taxable year, the sum, if negative, of all items of income,gain, loss or deduction recognized by the Partnership after the LiquidationDate.  The items included in thedetermination of Net Termination Loss shall be determined in accordance withSection 5.5(b) and shall not include any items of income, gain, loss ordeduction specially allocated under Section 6.1(d).

“*Non-citizen Assignee*”means a Person whom the General Partner has determined does not constitute anEligible Citizen and as to whose Partnership Interest the General Partner hasbecome the Limited Partner, pursuant to Section 4.8.

“*Non-Competition Agreement*”means the Non-Competition Agreement dated the date hereof among thePartnership, the General Partner, the MLP, and the MLP General Partner, as itmay be amended, supplemented or restated from time to time.

“*Nonrecourse Built-in Gain*”means with respect to any Contributed Properties or Adjusted Properties thatare subject to a mortgage or pledge securing a Nonrecourse Liability, theamount of any taxable gain that would be allocated to the Partners pursuant toSections 6.2(b)(i)(A), 6.2(b)(ii)(A) and 6.2(b)(iii) if such propertieswere disposed of in a taxable transaction in full satisfaction of suchliabilities and for no other consideration.

“*Nonrecourse Deductions*”means any and all items of loss, deduction or expenditure (including, withoutlimitation, any expenditure described in Section 705(a)(2)(B) of the Code)that, in accordance with the principles of Treasury Regulation Section1.704-2(b), are attributable to a Nonrecourse Liability.

“*Nonrecourse Liability*”has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“*Notice of Election toPurchase*” has the meaning assigned to such term inSection 15.1(b).

“*Omnibus Agreement*”means that certain Omnibus Agreement dated February 15, 2005, among ContinentalResources, Inc., Hiland Partners, LLC, Harold Hamm, the MLP General Partner andthe MLP.

“*Opinion of Counsel*”means a written opinion of counsel (who may be regular counsel to thePartnership or the General Partner or any of its Affiliates) in a formacceptable to the General Partner.

“*Option Closing Date*”means the date or dates on which any Common Units are sold by the Partnershipto the Underwriters upon exercise of the Over-Allotment Option.

“*Organizational LimitedPartner*” means Continental Gas Holdings, Inc. in its capacity as theorganizational limited partner of the Partnership pursuant to this Agreement.

“*Outstanding*”means, with respect to Partnership Securities, all Partnership Securities thatare issued by the Partnership and reflected as outstanding on the Partnership’sbooks and records as of the date of determination; *provided,however*, that if at any time any Person or

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Group (other than theGeneral Partner, its Affiliates or the Contributing Parties) beneficially owns20% or more of the Outstanding Partnership Securities of any class thenOutstanding, all Partnership Securities owned by such Person or Group shall notbe voted on any matter and shall not be considered to be Outstanding whensending notices of a meeting of Limited Partners to vote on any matter (unlessotherwise required by law), calculating required votes, determining thepresence of a quorum or for other similar purposes under this Agreement, exceptthat Common Units so owned shall be considered to be Outstanding for purposesof Section 11.1(b)(iv) (such Common Units shall not, however, be treatedas a separate class of Partnership Securities for purposes of this Agreement); *provided, further*, that the foregoing limitation shall notapply (i) to any Person or Group who acquired 20% or more of any OutstandingPartnership Securities of any class then Outstanding directly from the GeneralPartner or its Affiliates, (ii) to any Person or Group who acquired 20% or moreof the Outstanding Partnership Securities of any class then Outstandingdirectly or indirectly from a Person or Group described in clause (i) *provided*, that the General Partner shall have notified suchPerson or Group in writing that such limitation shall not apply or (iii) to anyPerson or Group who acquired 20% or more of the Partnership Securities issuedby the Partnership with the prior approval of the Board of Directors.

“*Over-Allotment Option*”means the over-allotment option granted to the Underwriters by the Partnershippursuant to the Underwriting Agreement.

“*Partner Nonrecourse Debt*”has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“*Partner Nonrecourse DebtMinimum Gain*” has the meaning set forth in Treasury RegulationSection 1.704-2(i)(2).

“*Partner NonrecourseDeductions*” means any and all items of loss, deduction orexpenditure (including, without limitation, any expenditure described inSection 705(a)(2)(B) of the Code) that, in accordance with the principles ofTreasury Regulation Section 1.704-2(i), are attributable to a PartnerNonrecourse Debt.

“*Partners*” meansthe General Partner and the Limited Partners.

“*Partnership*”means Hiland Holdings GP, LP, a Delaware limited partnership, and anysuccessors thereto.

“*Partnership Group*”means the Partnership and its Subsidiaries treated as a single consolidatedentity, but excluding the MLP Group.

“*Partnership Interest*”means an interest in the Partnership, which shall include the General PartnerInterest and Limited Partner Interests.

“*Partnership Minimum Gain*”means that amount determined in accordance with the principles of TreasuryRegulation Section 1.704-2(d).

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“*Partnership Security*”means any class or series of equity interest in the Partnership (but excludingany options, rights, warrants and appreciation rights relating to an equityinterest in the Partnership), including without limitation, Common Units andClass B Units.

“*Per Unit Capital Amount*”means, as of any determination, the Capital Account, stated on a per Unitbasis, underlying any Unit held by a Person other than any Affiliate of theGeneral Partner.

“*Percentage Interest*”means, as of any date of determination, (a) as to any Unitholder holding Units,the product obtained by multiplying (i) 100% less the percentage applicable toclause (b) by (ii) the quotient obtained by dividing (A) the number of Unitsheld by such Unitholder by (B) the total number of all Outstanding Units, and(b) as to the holders of additional Partnership Securities issued by thePartnership in accordance with Section 5.7, the percentage established as apart of such issuance.  Except asprovided in Section 5.1, the Percentage Interest of the General Partnershall at all times be zero.

“*Person*” meansan individual or a corporation, limited liability company, partnership, jointventure, trust, unincorporated organization, association, government agency orpolitical subdivision thereof or other entity.

“*Pro Rata*” means(a) when used with respect to Units or any class thereof, apportioned equallyamong all designated Units in accordance with their relative PercentageInterests, and (b) when used with respect to Partners or Record Holders,apportioned among all Partners or Record Holders in accordance with theirrelative Percentage Interests.

“*Purchase Date*”means the date determined by the General Partner as the date for purchase ofall Outstanding Units of a certain class (other than Units owned by the GeneralPartner and its Affiliates) pursuant to Article XV.

“*Quarter*” means,unless the context requires otherwise, a fiscal quarter of the Partnership, orwith respect to the first fiscal quarter of the Partnership after the ClosingDate the portion of such fiscal quarter after the Closing Date.

“*Recapture Income*”means any gain recognized by the Partnership (computed without regard to anyadjustment required by Section 734 or Section 743 of the Code) upon thedisposition of any property or asset of the Partnership, which gain ischaracterized as ordinary income because it represents the recapture of deductionspreviously taken with respect to such property or asset.

“*Record Date*”means the date established by the General Partner or otherwise in accordancewith this Agreement for determining (a) the identity of the Record Holdersentitled to notice of, or to vote at, any meeting of Limited Partners orentitled to vote by ballot or give approval of Partnership action in writingwithout a meeting or entitled to exercise rights in respect of any lawfulaction of Limited Partners or (b) the identity of Record Holders entitled toreceive any report or distribution or to participate in any offer.

“*Record Holder*”means the Person in whose name a Common Unit is registered on the books of theTransfer Agent as of the opening of business on a particular Business Day, or with

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respect to otherPartnership Securities, the Person in whose name any such other PartnershipSecurity is registered on the books that the General Partner has caused to bekept as of the opening of business on such Business Day.

“*Redeemable Interests*”means any Partnership Interests for which a redemption notice has been given,and has not been withdrawn, pursuant to Section 4.9.

“*Registration Statement*”means the Registration Statement on Form S-1 (Registration No. 333-134491) asit has been or as it may be amended or supplemented from time to time, filed bythe Partnership with the Commission under the Securities Act to register theoffering and sale of the Common Units in the Initial Offering.

“*Remaining Net PositiveAdjustments*” means as of the end of any taxable period, with respectto the Unitholders holding Common Units or Class B Units, the excess of (a) theNet Positive Adjustments of the Unitholders holding Common Units or Class BUnits, as of the end of such period over (b) the sum of those Partners’ Shareof Additional Book Basis Derivative Items for each prior taxable period.

“*Required Allocations*”means (a) any limitation imposed on any allocation of Net Losses or NetTermination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation ofan item of income, gain, loss or deduction pursuant to Sections 6.1(d)(i),6.1(d)(ii), 6.1(d)(iii), 6.1(d)(iv), 6.1(d)(v), 6.1(d)(vi) or 6.1(d)(viii).

“*Residual Gain*”or “*Residual Loss*” means any item of gain orloss, as the case may be, of the Partnership recognized for federal income taxpurposes resulting from a sale, exchange or other disposition of a ContributedProperty or Adjusted Property, to the extent such item of gain or loss is notallocated pursuant to Sections 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, toeliminate Book-Tax Disparities.

“*Securities Act*”means the Securities Act of 1933, as amended, supplemented or restated fromtime to time and any successor to such statute.

“*Securities Exchange Act*”means the Securities Exchange Act of 1934, as amended, supplemented or restatedfrom time to time and any successor to such statute.

“*Share of Additional BookBasis Derivative Items*” means in connection with any allocation ofAdditional Book Basis Derivative Items for any taxable period, with respect tothe Unitholders holding Common Units or Class B Units, the amount that bearsthe same ratio to such Additional Book Basis Derivative Items as theUnitholders’ Remaining Net Positive Adjustments as of the end of such periodbears to the Aggregate Remaining Net Positive Adjustments as of that time.

“*Special Approval*”means approval by a majority of the members of the Conflicts Committee actingin good faith.

“*Subsidiary*”means, with respect to any Person, (a) a corporation of which more than 50% ofthe voting power of shares entitled (without regard to the occurrence of anycontingency) to vote in the election of directors or other governing body ofsuch corporation is owned, directly

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or indirectly, at thedate of determination, by such Person, by one or more Subsidiaries of suchPerson or a combination thereof, (b) a partnership (whether general or limited)in which such Person or a Subsidiary of such Person is, at the date ofdetermination, a general or limited partner of such partnership, but only ifmore than 50% of the partnership interests of such partnership (considering allof the partnership interests of the partnership as a single class) is owned,directly or indirectly, at the date of determination, by such Person, by one ormore Subsidiaries of such Person, or a combination thereof, or (c) any otherPerson (other than a corporation or a partnership) in which such Person, one ormore Subsidiaries of such Person, or a combination thereof, directly orindirectly, at the date of determination, has (i) at least a majority ownershipinterest or (ii) the power to elect or direct the election of a majority of thedirectors or other governing body of such Person.

“*Surviving Business Entity*”has the meaning assigned to such term in Section 14.2(b).

“*Termination Event*”means, with respect to any Initial Class B Holder any of the following:  (i) the termination of such Initial Class BHolder’s employment by reason of a disability that entitled such Initial ClassB Holder to benefits under the General Partner’s long-term disability plan;(ii) the death of such Initial Class B Holder while in the employ of theGeneral Partner; or (iii) the termination of such Initial Class B Holder’semployment by the General Partner for any reason other than for cause (asdetermined by the General Partner in accordance with its employment policies).

“*Trading Day*”has the meaning assigned to such term in Section 15.1(a).

“*transfer*” hasthe meaning assigned to such term in Section 4.4(a).

“*Transfer Agent*”means such bank, trust company or other Person (including the General Partneror one of its Affiliates) as shall be appointed from time to time by thePartnership to act as registrar and transfer agent for the Common Units; *provided*, that if no Transfer Agent is specificallydesignated for any other Partnership Securities, the General Partner shall actin such capacity.

“*Underwriter*”means each Person named as an underwriter in Schedule I to the UnderwritingAgreement who purchases Common Units pursuant thereto.

“*Underwriting Agreement*”means the Underwriting Agreement entered into in connection with the InitialOffering dated September 19, 2006 among the Underwriters, the Partnership andthe General Partner, providing for the purchase of Common Units by suchUnderwriters.

“*Unit*” means aPartnership Security that is designated as a “*Unit*”and shall include Common Units and Class B Units.

“*Unit Majority*”means at least a majority of the Outstanding Common Units and Outstanding ClassB Units, if applicable, voting together as a single class.

“*Unitholders*”means the holders of Units.

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“*Unrealized Gain*”attributable to any item of Partnership property means, as of any date ofdetermination, the excess, if any, of (a) the fair market value of suchproperty as of such date (as determined under Section 5.5(d)) over (b) theCarrying Value of such property as of such date (prior to any adjustment to bemade pursuant to Section 5.5(d) as of such date).

“*Unrealized Loss*”attributable to any item of Partnership property means, as of any date ofdetermination, the excess, if any, of (a) the Carrying Value of such propertyas of such date (prior to any adjustment to be made pursuant to Section 5.5(d)as of such date) over (b) the fair market value of such property as of suchdate (as determined under Section 5.5(d)).

“*U.S. GAAP*”means United States generally accepted accounting principles consistentlyapplied.

“*Withdrawal Opinion ofCounsel*” has the meaning assigned to such term in Section 11.1(b).

Section 1.2             *Construction*.

Unless the context requires otherwise:  (a) any pronoun used in this Agreement shallinclude the corresponding masculine, feminine or neuter forms, and the singularform of nouns, pronouns and verbs shall include the plural and vice versa; (b)references to Articles and Sections refer to Articles and Sections of thisAgreement; (c) the terms “*include*,” “*includes*” or “*including*” orwords of like import shall be deemed to be followed by the words “*without limitation*;” and (d) the terms “*hereof*,”“*herein*” or “*hereunder*”refer to this Agreement as a whole and not to any particular provision of thisAgreement.  The table of contents andheadings contained in this Agreement are for reference purposes only, and shallnot affect in any way the meaning or interpretation of this Agreement.

**ARTICLE IIORGANIZATION**

Section 2.1             *Formation*.

The Partnership was formed on May 10, 2006 pursuant tothe Certificate of Limited Partnership as filed with the Secretary of State ofthe State of Delaware pursuant to the provisions of the Delaware Act.  Except as expressly provided to the contraryin this Agreement, the rights, duties (including fiduciary duties), liabilitiesand obligations of the Partners and the administration, dissolution andtermination of the Partnership shall be governed by the Delaware Act.  All Partnership Interests shall constitutepersonal property of the owner thereof for all purposes.

Section 2.2             *Name*.

The name of the Partnership shall be “*Hiland Holdings GP, LP*.” The Partnership’s business may be conducted under any other name ornames as determined by the General Partner, including the name of the GeneralPartner.  The words “*LimitedPartnership*,” “*LP*,” “*Ltd*.” or similar words or letters shall be included in thePartnership’s name where necessary for the purpose of complying with the lawsof any jurisdiction that so requires. The General Partner

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may change the name ofthe Partnership at any time and from time to time and shall notify the LimitedPartners of such change in the next regular communication to the Limited Partners.

Section 2.3             *Registered Office; Registered Agent; Principal Office; Other Offices*.

Unless and until changed by the General Partner, theregistered office of the Partnership in the State of Delaware shall be locatedat 1209 Orange Street, Suite 400, Wilmington, Delaware 19801, and theregistered agent for service of process on the Partnership in the State ofDelaware at such registered office shall be The Corporation Trust Company.  The principal office of the Partnership shallbe located at 205 West Maple, Suite 1100, Enid, Oklahoma 73701 or such otherplace as the General Partner may from time to time designate by notice to theLimited Partners.  The Partnership maymaintain offices at such other place or places within or outside the State ofDelaware as the General Partner deems necessary or appropriate.  The address of the General Partner shall be205 West Maple, Suite 1100, Enid, Oklahoma 73701 or such other place as theGeneral Partner may from time to time designate by notice to the Limited Partners.

Section 2.4             *Purpose and Business*.

The purpose and nature of the business to be conductedby the Partnership shall be to (a) engage directly in, or enter into or formany corporation, partnership, joint venture, limited liability company or otherarrangement to engage indirectly in, any business activity that is approved bythe General Partner and that lawfully may be conducted by a limited partnershiporganized pursuant to the Delaware Act and, in connection therewith, toexercise all of the rights and powers conferred upon the Partnership pursuantto the agreements relating to such business activity; and (b) do anythingnecessary or appropriate to the foregoing, including the making of capitalcontributions or loans to a Group Member or a member of the MLP Group, *provided, however*, that the General Partner shall not causethe Partnership to engage, directly or indirectly, in any business activitythat the General Partner determines would cause the Partnership to be treatedas an association taxable as a corporation or otherwise taxable as an entityfor federal income tax purposes.  TheGeneral Partner shall have no duty or obligation to propose or approve, and maydecline to propose or approve, the conduct by the Partnership of any business,free of any fiduciary duty or obligation whatsoever to the Partnership or anyLimited Partner and, in declining to so propose or approve, shall not berequired to act in good faith or pursuant to any other standard imposed by thisAgreement, any other agreement contemplated hereby or under the Delaware Act orany other law, rule or regulation or at equity.

Section 2.5             *Powers*.

The Partnership shall be empowered to do any and allacts and things necessary, appropriate, proper, advisable, incidental to orconvenient for the furtherance and accomplishment of the purposes and businessdescribed in Section 2.4 and for the protection and benefit of the Partnership.

Section 2.6             *Power of Attorney*.

(a)             EachLimited Partner hereby constitutes and appoints the General Partner and, if aLiquidator (other than the General Partner) shall have been selected pursuantto

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Section 12.3, the Liquidator, severally (and any successor toeither thereof by merger, transfer, assignment, election or otherwise) and eachof their authorized officers and attorneys-in-fact, as the case may be, withfull 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) allcertificates, documents and other instruments (including this Agreement and theCertificate of Limited Partnership and all amendments or restatements hereof orthereof) that the General Partner or the Liquidator determines to be necessaryor appropriate to form, qualify or continue the existence or qualification ofthe Partnership as a limited partnership (or a partnership in which the limitedpartners have limited liability) in the State of Delaware and in all otherjurisdictions in which the Partnership may conduct business or own property;(B) all certificates, documents and other instruments that the General Partneror the Liquidator determines to be necessary or appropriate to reflect, inaccordance with its terms, any amendment, change, modification or restatementof this Agreement; (C) all certificates, documents and other instruments(including conveyances and a certificate of cancellation) that the GeneralPartner or the Liquidator determines to be necessary or appropriate to reflectthe dissolution and liquidation of the Partnership pursuant to the terms ofthis Agreement; (D) all certificates, documents and other instruments relatingto the admission, withdrawal, removal or substitution of any Partner pursuantto, or other events described in, Articles IV, X, XI or XII; (E) allcertificates, documents and other instruments relating to the determination ofthe rights, preferences and privileges of any class or series of PartnershipSecurities issued pursuant to Section 5.7; and (F) all certificates, documentsand other instruments (including agreements and a certificate of merger)relating to a merger, consolidation or conversion of the Partnership pursuantto Article XIV; and

(ii)               execute, swear to, acknowledge,deliver, file and record all ballots, consents, approvals, waivers,certificates, documents and other instruments that the General Partner or theLiquidator determines to be necessary or appropriate to (A) make, evidence,give, confirm or ratify any vote, consent, approval, agreement or other actionthat is made or given by the Partners hereunder or is consistent with the termsof this Agreement or (B) effectuate the terms or intent of this Agreement; *provided*, that when required by Section 13.3 or any otherprovision of this Agreement that establishes a percentage of the LimitedPartners or of the Limited Partners of any class or series required to take anyaction, the General Partner and the Liquidator may exercise the power ofattorney made in this Section 2.6(a)(ii) only after the necessary vote, consentor approval of the Limited Partners or of the Limited Partners of such class orseries, as applicable.

Nothing contained in this Section 2.6(a) shall beconstrued as authorizing the General Partner to amend this Agreement except inaccordance with Article XIII or as may be otherwise expressly provided for inthis Agreement.

(b)             Theforegoing power of attorney is hereby declared to be irrevocable and a powercoupled with an interest, and it shall survive and, to the maximum extentpermitted by law, not be affected by the subsequent death, incompetency,disability, incapacity, dissolution,

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bankruptcy or termination of any Limited Partner and the transfer ofall or any portion of such Limited Partner’s Partnership Interest and shallextend to such Limited Partner’s heirs, successors, assigns and personalrepresentatives.  Each such LimitedPartner hereby agrees to be bound by any representation made by the GeneralPartner or the Liquidator acting in good faith pursuant to such power ofattorney; and each such Limited Partner, to the maximum extent permitted bylaw, hereby waives any and all defenses that may be available to contest,negate or disaffirm the action of the General Partner or the Liquidator takenin good faith under such power of attorney. Each Limited Partner shall execute and deliver to the General Partner orthe Liquidator, within 15 days after receipt of the request therefor, suchfurther designation, powers of attorney and other instruments as the GeneralPartner or the Liquidator may request in order to effectuate this Agreement andthe purposes of the Partnership.

Section 2.7             *Term*.

The term of the Partnership commenced upon the filingof the Certificate of Limited Partnership in accordance with the Delaware Actand shall continue in existence until the dissolution of the Partnership inaccordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continueuntil the cancellation of the Certificate of Limited Partnership as provided inthe Delaware Act.

Section 2.8             *Title to Partnership Assets*.

Title to Partnership assets, whether real, personal ormixed and whether tangible or intangible, shall be deemed to be owned by thePartnership as an entity, and no Partner, individually or collectively, shallhave any ownership interest in such Partnership assets or any portionthereof.  Title to any or all of thePartnership assets may be held in the name of the Partnership, the GeneralPartner, one or more of its Affiliates or one or more nominees, as the GeneralPartner may determine.  The GeneralPartner hereby declares and warrants that any Partnership assets for whichrecord title is held in the name of the General Partner or one or more of itsAffiliates or one or more nominees shall be held by the General Partner or suchAffiliate or nominee for the use and benefit of the Partnership in accordancewith the provisions of this Agreement; *provided, however*,that the General Partner shall use reasonable efforts to cause record title tosuch assets (other than those assets in respect of which the General Partnerdetermines that the expense and difficulty of conveyancing makes transfer ofrecord title to the Partnership impracticable) to be vested in the Partnershipas soon as reasonably practicable; *provided, further*,that, prior to the withdrawal or removal of the General Partner or as soonthereafter as practicable, the General Partner shall use reasonable efforts toeffect the transfer to the Partnership of record title to all Partnershipassets held by the General Partner or its Affiliates and, prior to any suchtransfer, will provide for the use of such assets in a manner satisfactory tothe General Partner.  All Partnershipassets shall be recorded as the property of the Partnership in its books andrecords, irrespective of the name in which record title to such Partnershipassets is held.

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Section 2.9             *Certain Undertakings Relating to the Separateness of the Partnership*.

(a)             *Separateness Generally*. The Partnership shall conduct its business and operations separate andapart from those of any other Person (other than the General Partner) in accordancewith this Section 2.9.

(b)             *Separate Records*.  ThePartnership shall maintain (i) its books and records, (ii) its accounts, and(iii) its financial statements, separate from those of any other Person, exceptits consolidated Subsidiaries.

(c)             *Separate Assets*.  ThePartnership shall not commingle or pool its funds or other assets with those ofany other Person, except its consolidated Subsidiaries, and shall maintain itsassets in a manner that is not costly or difficult to segregate, ascertain or otherwiseidentify as separate from those of any other Person.

(d)             *Separate Name*.  ThePartnership shall (i) conduct its business in its own name, (ii) use separatestationery, invoices, and checks, (iii) correct any known misunderstandingregarding its separate identity, and (iv) generally hold itself out as aseparate entity.

(e)             *Separate Credit*.  ThePartnership shall not (i) pay its own liabilities from a source other than itsown funds, (ii) guarantee or become obligated for the debts of any other Person,except its Subsidiaries or the MLP Group, (iii) hold out its credit as beingavailable to satisfy the obligations of any other Person, except itsSubsidiaries or the MLP Group, (iv) acquire obligations or debt securities ofthe General Partner or its Affiliates (other than the Partnership or itsSubsidiaries or the MLP Group), or (v) pledge its assets for the benefit of anyPerson or make loans or advances to any Person, except its Subsidiaries or theMLP Group; *provided*, that the Partnership mayengage in any transaction described in clauses (ii)—(v) of this Section 2.9(e)if prior Special Approval has been obtained for such transaction and either (A)the Conflicts Committee has determined, or has obtained reasonable writtenassurance from a nationally recognized firm of independent public accountantsor a nationally recognized investment banking or valuation firm, that theborrower or recipient of the credit extension is not then insolvent and willnot be rendered insolvent as a result of such transaction or (B) in the case oftransactions described in clause (iv), such transaction is completed through apublic auction or a National Securities Exchange.

(f)              *Separate Formalities*. The Partnership shall (i) observe all partnership formalities and otherformalities required by its organizational documents, the laws of thejurisdiction of its formation, or other laws, rules, regulations and orders ofgovernmental authorities exercising jurisdiction over it, (ii) engage intransactions with the General Partner and its Affiliates (other than anotherGroup Member) in conformity with the requirements of Section 7.9, and(iii) promptly pay, from its own funds, and on a current basis, its allocableshare of general and administrative expenses, capital expenditures, and costsfor shared services performed by Affiliates of the General Partner (other thananother Group Member).  Each materialcontract between the Partnership or another Group Member, on the one hand, andthe Affiliates of the General Partner (other than a Group Member), on the otherhand, shall be in writing.

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(g)             *No Effect*.  Failure bythe General Partner or the Partnership to comply with any of the obligationsset forth above shall not affect the status of the Partnership as a separatelegal entity, with its separate assets and separate liabilities.

**ARTICLE IIIRIGHTS OF LIMITED PARTNERS**

Section 3.1             *Limitation of Liability*.

The Limited Partners shall have no liability underthis Agreement except as expressly provided in this Agreement or the DelawareAct.

Section 3.2             *Management of Business*.

No Limited Partner, in its capacity as such, shallparticipate in the operation, management or control (within the meaning of theDelaware Act) of the Partnership’s business, transact any business in thePartnership’s name or have the power to sign documents for or otherwise bindthe Partnership.  Any action taken by anyAffiliate of the General Partner or any officer, director, employee, manager,member, general partner, agent or trustee of the General Partner or any of itsAffiliates, or any officer, director, employee, manager, member, generalpartner, agent or trustee of a Group Member or a member of the MLP Group, inits capacity as such, shall not be deemed to be participating in the control ofthe business of the Partnership by a limited partner of the Partnership (withinthe meaning of Section 17-303(a) of the Delaware Act) and shall not affect,impair or eliminate the limitations on the liability of the Limited Partnersunder this Agreement.

Section 3.3             *Outside Activities of the Limited Partners*.

Subject to the provisions of Section 7.5, the OmnibusAgreement and the Non-Competition Agreement, which shall continue to beapplicable to the Persons referred to therein, regardless of whether suchPersons shall also be Limited Partners, any Limited Partner shall be entitledto and may have business interests and engage in business activities inaddition to those relating to the Partnership, including business interests andactivities in direct competition with the Partnership Group or the MLPGroup.  Neither the Partnership nor anyof the other Partners shall have any rights by virtue of this Agreement in anybusiness ventures of any Limited Partner.

Section 3.4             *Rights of Limited Partners*.

(a)             Inaddition to other rights provided by this Agreement or by applicable law, andexcept as limited by Section 3.4(b), each Limited Partner shall have the right,for a purpose reasonably related to such Limited Partner’s interest as aLimited Partner in the Partnership, upon reasonable written demand stating thepurpose of such demand and at such Limited Partner’s own expense:

(i)                to obtain true and fullinformation regarding the status of the business and financial condition of thePartnership;

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(ii)               promptly after its becoming available,to obtain a copy of the Partnership’s federal, state and local income taxreturns for each year;

(iii)              to obtain a current list of thename and last known business, residence or mailing address of each Partner;

(iv)             to obtain a copy of this Agreementand the Certificate of Limited Partnership and all amendments thereto, togetherwith a copy of the executed copies of all powers of attorney pursuant to whichthis Agreement, the Certificate of Limited Partnership and all amendmentsthereto have been executed;

(v)              to obtain true and fullinformation regarding the amount of cash and a description and statement of theNet Agreed Value of any other Capital Contribution by each Partner and thateach Partner has agreed to contribute in the future, and the date on which eachbecame a Partner; and

(vi)             to obtain such other informationregarding the affairs of the Partnership as is just and reasonable.

(b)             Notwithstandingany other provision of this Agreement, the General Partner may keepconfidential from the Limited Partners, for such period of time as the GeneralPartner determines, (i) any information that the General Partner reasonablybelieves to be in the nature of trade secrets or (ii) other information thedisclosure of which the General Partner believes (A) is not in the bestinterests of the Partnership Group, (B) could damage the Partnership Group orits consolidated business or (C) that any Group Member is required by law or byagreement with any third party to keep confidential (other than agreements withAffiliates of the Partnership the primary purpose of which is to circumvent theobligations set forth in this Section 3.4).

**ARTICLE IVCERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;REDEMPTION OF PARTNERSHIP INTERESTS**

Section 4.1             *Certificates*.

Prior to the Closing Date, the Partnership Interestswill not be evidenced by a Certificate. Effective on the Closing Date, upon the Partnership’s issuance of CommonUnits or Class B Units to any Person, the Partnership shall issue, upon the requestof such Person, one or more Certificates in the name of such Person evidencingthe number of such Units being so issued. In addition, upon the request of any Person owning other PartnershipSecurities, the Partnership shall issue to such Person one or more Certificatesevidencing such other Partnership Securities. Certificates shall be executed on behalf of the Partnership by theChairman of the Board, President or any Vice President and the Secretary or anyAssistant Secretary of the General Partner. No Common Unit Certificate shall be valid for any purpose until it hasbeen countersigned by the Transfer Agent; *provided, however*,that if the General Partner elects to issue Common Units in global form, theCommon Unit Certificates shall be valid upon receipt of a certificate from theTransfer Agent certifying that the Common Units have been duly registered inaccordance with the directions of the Partnership.  Subject to the requirements of Section6.4(b),

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the Partners holdingCertificates evidencing Class B Units may exchange such Certificates forCertificates evidencing Common Units on or after the date on which such Class BUnits are converted into Common Units pursuant to the terms of Section 5.6.

Section 4.2             *Mutilated, Destroyed, Lost or Stolen Certificates*.

(a)             IfCertificates are issued and any mutilated Certificate is surrendered to theTransfer Agent (for Common Units) or the General Partner (for PartnershipSecurities other than Common Units), the appropriate officers of the GeneralPartner on behalf of the Partnership shall execute, and the Transfer Agent (forCommon Units) or the General Partner (for Partnership Securities other thanCommon Units) shall countersign and deliver in exchange therefor, a newCertificate evidencing the same number and type of Partnership Securities asthe Certificate so surrendered.

(b)             Theappropriate officers of the General Partner on behalf of the Partnership shallexecute and deliver, and the Transfer Agent (for Common Units) or the GeneralPartner (for Partnership Securities other than Common Units) shall countersigna new Certificate in place of any Certificate previously issued if the RecordHolder of the Certificate:

(i)                makes proof by affidavit, inform and substance satisfactory to the General Partner, that a previouslyissued Certificate has been lost, destroyed or stolen;

(ii)               requests the issuance of a newCertificate before the General Partner has notice that the Certificate has beenacquired by a purchaser for value in good faith and without notice of anadverse claim;

(iii)              if requested by the GeneralPartner, delivers to the General Partner a bond, in form and substancesatisfactory to the General Partner, with surety or sureties and with fixed oropen penalty as the General Partner may direct to indemnify the Partnership,the Partners, the General Partner and the Transfer Agent against any claim thatmay be made on account of the alleged loss, destruction or theft of theCertificate; and

(iv)             satisfies any other reasonablerequirements imposed by the General Partner.

(c)             Ifa Limited Partner fails to notify the General Partner within a reasonableperiod of time after he has notice of the loss, destruction or theft of aCertificate, and a transfer of the Limited Partner Interests represented by theCertificate is registered before the Partnership, the General Partner or theTransfer Agent receives such notification, the Limited Partner shall beprecluded from making any claim against the Partnership, the General Partner orthe Transfer Agent for such transfer or for a new Certificate.

(d)             Asa condition to the issuance of any new Certificate under this Section 4.2, theGeneral Partner may require the payment of a sum sufficient to cover any tax orother governmental charge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Transfer Agent) reasonablyconnected therewith.

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Section 4.3             *Record Holders*.

The Partnership shall be entitled to recognize theRecord Holder as the Limited Partner with respect to any Partnership Interestand, accordingly, shall not be bound to recognize any equitable or other claimto or interest in such Partnership Interest on the part of any other Person,regardless of whether the Partnership shall have actual or other notice thereof,except as otherwise provided by law or any applicable rule, regulation,guideline or requirement of any National Securities Exchange on which suchPartnership Interests are listed or admitted for trading. Without limiting theforegoing, when a Person (such as a broker, dealer, bank, trust company orclearing corporation or an agent of any of the foregoing) is acting as nominee,agent or in some other representative capacity for another Person in acquiringand/or holding Partnership Interests, as between the Partnership on the onehand, and such other Persons on the other, such representative Person shall bethe Record Holder of such Partnership Interest.

Section 4.4             *Transfer Generally*.

(a)             Theterm “*transfer*,” when used in this Agreementwith respect to a Partnership Interest, shall be deemed to refer to atransaction (i) by which the General Partner assigns its General PartnerInterest to another Person who becomes the General Partner, and includes asale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange,or any other disposition by law or otherwise or (ii) by which the holder of aLimited Partner Interest assigns such Limited Partner Interest to anotherPerson who is or becomes a Limited Partner, and includes a sale, assignment,gift, exchange or any other disposition by law or otherwise, including anytransfer upon foreclosure of any pledge, encumbrance, hypothecation ormortgage.

(b)             NoPartnership Interest shall be transferred, in whole or in part, except inaccordance with the terms and conditions set forth in this Article IV.  Any transfer or purported transfer of aPartnership Interest not made in accordance with this Article IV shall be nulland void.

(c)             Nothingcontained in this Agreement shall be construed to prevent a disposition by anystockholder, member, partner or other owner of the General Partner of any orall of the issued and outstanding equity interests or other ownership interestsin the General Partner, including through a merger or consolidation of the GeneralPartner.

Section 4.5             *Registration and Transfer of Limited Partner Interests*.

(a)             TheGeneral Partner shall keep or cause to be kept on behalf of the Partnership aregister in which, subject to such reasonable regulations as it may prescribeand subject to the provisions of Section 4.5(b), the Partnership will providefor the registration and transfer of Limited Partner Interests.  The Transfer Agent is hereby appointedregistrar and transfer agent for the purpose of registering Common Units andtransfers of such Common Units as herein provided.  The Partnership shall not recognize transfersof Certificates evidencing Limited Partner Interests unless such transfers areeffected in the manner described in this Section 4.5. Upon surrender of aCertificate for registration of transfer of any Limited Partner Interestsevidenced by a Certificate, and subject to the provisions of Section 4.5(b),the appropriate officers of the General Partner on behalf of the Partnershipshall execute and deliver,

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and in the case of Common Units, the Transfer Agent shall countersignand deliver, in the name of the holder or the designated transferee ortransferees, as required pursuant to the holder’s instructions, one or more newCertificates evidencing the same aggregate number and type of Limited PartnerInterests as was evidenced by the Certificate so surrendered.

(b)             Exceptas otherwise provided in Section 4.8, the Partnership shall not recognize anytransfer of Limited Partner Interests until the Certificates evidencing suchLimited Partner Interests are surrendered for registration of transfer.  No charge shall be imposed by the GeneralPartner for such transfer; *provided*, thatas a condition to the issuance of any new Certificate under this Section 4.5,the General Partner may require the payment of a sum sufficient to cover anytax or other governmental charge that may be imposed with respect thereto.

(c)             Byacceptance of the transfer of any Limited Partner Interests in accordance withthis Section 4.5 and except as provided in Section 4.9, each transferee of aLimited Partner Interest (including any nominee holder or an agent orrepresentative acquiring such Limited Partner Interests for the account ofanother Person) (i) shall be admitted to the Partnership as a Limited Partnerwith respect to the Limited Partner Interests so transferred to such Personwhen any such transfer or admission is reflected in the books and records ofthe Partnership, with or without execution of this Agreement, (ii) shall bedeemed to agree to be bound by the terms of, and shall be deemed to haveexecuted, this Agreement, (iii) shall become the Record Holder of the LimitedPartner Interests so transferred, (iv) represents that the transferee has thecapacity, power and authority to enter into this Agreement, (v) grants thepowers of attorney set forth in this Agreement and (vi) makes the consents andwaivers contained in this Agreement.  Thetransfer of any Limited Partner interests and the admission of any new LimitedPartner shall not constitute an amendment to this Agreement.

(d)             Priorto the conversion of Class B Units into Common Units pursuant to the terms ofSection 5.6, Limited Partners owning Class B Units may only transfer such ClassB Units in accordance with the repurchase provisions of Section 5.3(b) inconnection with the exercise of the Over-Allotment Option, upon the death ofsuch Limited Partner to one or more Persons in accordance with state intestacylaws or as otherwise approved by the General Partner.

(e)             Subjectto (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii)Section 4.7, (iv) with respect to any series of Limited Partner Interests, theprovisions of any statement of designations or amendment to this Agreementestablishing such series, (v) any contractual provisions binding on any LimitedPartner and (vi) provisions of applicable law including the Securities Act,Limited Partnership Interests shall be freely transferable.

Section 4.6             *Transfer of the General Partner Interest*.

(a)             Subjectto Section 4.6(c) below, prior to September 30, 2016, the General Partnershall not transfer all or any part of its General Partner Interest to a Personunless such transfer (i) has been approved by the prior written consent or voteof the holders of at least a majority of the Outstanding Common Units(excluding Common Units held by the General Partner and its Affiliates) or (ii)is of all, but not less than all, of its General Partner Interest to (A) anAffiliate of the General Partner (other than an individual) or (B) anotherPerson (other

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than an individual) in connection with the merger or consolidation ofthe General Partner with or into another Person (other than an individual) orthe transfer by the General Partner of all or substantially all of its assetsto another Person (other than an individual).

(b)             Subjectto Section 4.6(c) below, on or after September 30, 2016, the GeneralPartner may transfer all or any of its General Partner Interest withoutUnitholder approval.

(c)             Notwithstandinganything herein to the contrary, no transfer by the General Partner of all orany part of its General Partner Interest to another Person shall be permittedunless (i) the transferee agrees to assume the rights and duties of the GeneralPartner under this Agreement and to be bound by the provisions of thisAgreement and (ii) the Partnership receives an Opinion of Counsel that suchtransfer would not result in the loss of limited liability of any LimitedPartner or cause the Partnership to be treated as an association taxable as a corporationor otherwise to be taxed as an entity for federal income tax purposes (to theextent not already so treated or taxed). In the case of a transfer pursuant to and in compliance with thisSection 4.6, the transferee or successor (as the case may be) shall, subject tocompliance with the terms of Section 10.2, be admitted to the Partnership asthe General Partner immediately prior to the transfer of the General PartnerInterest, and the business of the Partnership shall continue without dissolution.

Section 4.7             *Restrictions on Transfers*.

(a)             Exceptas provided in Section 4.7(b) below, but notwithstanding the other provisionsof this Article IV, no transfer of any Partnership Interests shall be made ifsuch transfer would (i) violate the then applicable federal or state securitieslaws or rules and regulations of the Commission, any state securitiescommission or any other governmental authority with jurisdiction over suchtransfer, (ii) terminate the existence or qualification of the Partnership underthe laws of the jurisdiction of its formation, or (iii) cause the Partnershipto be treated as an association taxable as a corporation or otherwise to betaxed as an entity for federal income tax purposes (to the extent not alreadyso treated or taxed).

(b)             TheGeneral Partner may impose restrictions on the transfer of PartnershipInterests if it receives an Opinion of Counsel that such restrictions arenecessary to avoid a significant risk of the Partnership becoming taxable as acorporation or otherwise becoming taxable as an entity for federal income taxpurposes.  The General Partner may imposesuch restrictions by amending this Agreement; *provided,however*, that any amendment that would result in the delisting orsuspension of trading of any class of Limited Partner Interests on theprincipal National Securities Exchange on which such class of Limited PartnerInterests is then listed or admitted for trading must be approved, prior tosuch amendment being effected, by the holders of at least a majority of theOutstanding Limited Partner Interests of such class.

(c)             Thetransfer of a Class B Unit that has converted into a Common Unit shall besubject to the restrictions imposed by Sections 4.5(d) and 6.4(b).

(d)             Nothingcontained in this Article IV, or elsewhere in this Agreement, shall precludethe settlement of any transactions involving Partnership Interests entered intothrough

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the facilities of any National Securities Exchange on which suchPartnership Interests are listed or admitted for trading.

(e)             Inthe event any Partnership Interest is evidenced in certificated form, eachcertificate evidencing Partnership Interests shall bear a conspicuous legend insubstantially the following form:

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THEBENEFIT OF HILAND HOLDINGS GP, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED,RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) TERMINATETHE EXISTENCE OR QUALIFICATION OF HILAND HOLDINGS GP, LP UNDER THE LAWS OF THESTATE OF DELAWARE, OR (B) CAUSE HILAND HOLDINGS GP, LP TO BE TREATED AS ANASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FORFEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED ORTAXED).  HILAND PARTNERS GP HOLDINGS,LLC, THE GENERAL PARTNER OF HILAND HOLDINGS GP, LP, MAY IMPOSE ADDITIONALRESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OFCOUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OFHILAND HOLDINGS GP, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMINGTAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SETFORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVINGTHIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIESEXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Section 4.8             *Citizenship Certificates; Non-citizen Assignees*.

(a)             Ifany Group Member is or becomes subject to any federal, state or local law orregulation that the General Partner determines would create a substantial riskof cancellation or forfeiture of any property in which the Group Member has aninterest based on the nationality, citizenship or other related status of aLimited Partner, the General Partner may request any Limited Partner to furnishto the General Partner, within 30 days after receipt of such request, anexecuted Citizenship Certification or such other information concerning hisnationality, citizenship or other related status (or, if the Limited Partner isa nominee holding for the account of another Person, the nationality,citizenship or other related status of such Person) as the General Partner mayrequest. If a Limited Partner fails to furnish to the General Partner withinthe aforementioned 30-day period such Citizenship Certification or otherrequested information or if upon receipt of such Citizenship Certification orother requested information the General Partner determines that a LimitedPartner is not an Eligible Citizen, the Partnership Interests owned by suchLimited Partner shall be subject to redemption in accordance with theprovisions of Section 4.9.  In addition,the General Partner may require that the status of any such Limited Partner bechanged to that of a Non-citizen Assignee and, thereupon, the General Partnershall be substituted for such Non-citizen Assignee as the Limited Partner inrespect of his Limited Partner Interests.

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(b)             TheGeneral Partner shall, in exercising voting rights in respect of LimitedPartner Interests held by it on behalf of Non-citizen Assignees, distribute thevotes in the same ratios as the votes of Partners (including the GeneralPartner) in respect of Limited Partner Interests other than those ofNon-citizen Assignees are cast, either for, against or abstaining as to thematter.

(c)             Upondissolution of the Partnership, a Non-citizen Assignee shall have no right toreceive a distribution in kind pursuant to Section 12.4 but shall be entitledto the cash equivalent thereof, and the Partnership shall provide cash inexchange for an assignment of the Non-citizen Assignee’s share of anydistribution in kind.  Such payment andassignment shall be treated for Partnership purposes as a purchase by thePartnership from the Non-citizen Assignee of his Limited Partner Interest(representing his right to receive his share of such distribution in kind).

(d)             Atany time after he can and does certify that he has become an Eligible Citizen,a Non-citizen Assignee may, upon application to the General Partner, requestthat with respect to any Limited Partner Interests of such Non-citizen Assigneenot redeemed pursuant to Section 4.9, such Non-citizen Assignee be admitted asa Limited Partner, and upon approval of the General Partner, such Non-citizenAssignee shall be admitted as a Limited Partner and shall no longer constitutea Non-citizen Assignee and the General Partner shall cease to be deemed to bethe Limited Partner in respect of the Non-citizen Assignee’s Limited PartnerInterests.

Section 4.9             *Redemption of Partnership Interests of Non-citizen Assignees*.

(a)             Ifat any time a Limited Partner fails to furnish a Citizenship Certification orother information requested within the 30-day period specified in Section4.8(a), or if upon receipt of such Citizenship Certification or otherinformation the General Partner determines, with the advice of counsel, that aLimited Partner is not an Eligible Citizen, the Partnership may, unless theLimited Partner establishes to the satisfaction of the General Partner thatsuch Limited Partner is an Eligible Citizen or has transferred his PartnershipInterests to a Person who is an Eligible Citizen and who furnishes aCitizenship Certification to the General Partner prior to the date fixed forredemption as provided below, redeem the Limited Partner Interest of suchLimited Partner as follows:

(i)                The General Partner shall, notlater than the 30th day before the date fixed for redemption, give notice ofredemption to the Limited Partner, at his last address designated on therecords of the Partnership or the Transfer Agent, by registered or certifiedmail, postage prepaid.  The notice shallbe deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed forredemption, the place of payment, that payment of the redemption price will bemade upon surrender of the Certificate evidencing the Redeemable Interests andthat on and after the date fixed for redemption no further allocations ordistributions to which the Limited Partner would otherwise be entitled inrespect of the Redeemable Interests will accrue or be made.

(ii)               The aggregate redemption pricefor Redeemable Interests shall be an amount equal to the Current Market Price(the date of determination of which shall be the date fixed for redemption) ofLimited Partner Interests of the class to be so redeemed

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multiplied by the number of Limited Partner Interestsof each such class included among the Redeemable Interests.  The redemption price shall be paid asdetermined by the General Partner, in cash or by delivery of a promissory noteof the Partnership in the principal amount of the redemption price, bearinginterest at the rate of 5% annually and payable in three equal annualinstallments of principal together with accrued interest, commencing one yearafter the redemption date.

(iii)              Upon surrender by or on behalf ofthe Limited Partner, at the place specified in the notice of redemption, of theCertificate evidencing the Redeemable Interests, duly endorsed in blank oraccompanied by an assignment duly executed in blank, the Limited Partner or hisduly authorized representative shall be entitled to receive the paymenttherefor.

(iv)             After the redemption date,Redeemable Interests shall no longer constitute issued and Outstanding LimitedPartner Interests.

(b)             Theprovisions of this Section 4.9 shall also be applicable to Limited PartnerInterests held by a Limited Partner as nominee of a Person determined to beother than an Eligible Citizen.

(c)             Nothingin this Section 4.9 shall prevent the recipient of a notice of redemption fromtransferring his Limited Partner Interest before the redemption date if suchtransfer is otherwise permitted under this Agreement.  Upon receipt of notice of such a transfer,the General Partner shall withdraw the notice of redemption, provided thetransferee of such Limited Partner Interest certifies to the satisfaction ofthe General Partner in a Citizenship Certification that he is an EligibleCitizen. If the transferee fails to make such certification, such redemptionshall be effected from the transferee on the original redemption date.

**ARTICLE VCAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS**

Section 5.1             *Organizational Contributions.*

In connection with the formation of the Partnershipunder the Delaware Act, the General Partner made an initial CapitalContribution to the Partnership in the amount of $0.01, for a 0.001% GeneralPartner Interest in the Partnership and has been admitted as the GeneralPartner of the Partnership, and the Organizational Limited Partner made an initialCapital Contribution to the Partnership in the amount of $999.99 for a 99.999%Limited Partner Interest in the Partnership and has been admitted as a LimitedPartner of the Partnership. As of the Closing Date, the interest of theOrganizational Limited Partner shall be redeemed and the Percentage Interest ofthe General Partner shall be reduced to zero; and the initial CapitalContribution of the Organizational Limited Partner shall thereupon be refunded.99.999% of any interest or other profit that may have resulted from theinvestment or other use of such initial Capital Contributions shall beallocated and distributed to the Organizational Limited Partner, and thebalance thereof shall be allocated and distributed to the General Partner.

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Section 5.2             *Contributions by the General Partner and the Contributing Parties.*

On the Closing Date and pursuant to the ContributionAgreement: (i) the Contributing Parties shall contribute to the Partnership, asa Capital Contribution, (A) the Class B limited liability company interests inthe MLP General Partner, (B) common units representing limited partnerinterests in the MLP, (C) subordinated units representing limited partnerinterests in the MLP, and (D) all of the capital stock of Hiland Partners,Inc., as applicable, to the Partnership in exchange for the right to receive atClosing a distribution from the Partnership of an amount of $85,400,925 lessthe expenses of the Initial Public Offering and related transactions and anaggregate of 14,349,968 Common Units (and, in the case of the Initial Class BHolders, an aggregate of 250,032 Class B Units); and (ii) the General Partnershall contribute to the Partnership, as a Capital Contribution, all of theClass A limited liability company interests in the MLP General Partner.

Section 5.3             *Contributions by the Underwriters*.

(a)             Onthe Closing Date and pursuant to the Underwriting Agreement, each Underwritershall contribute to the Partnership cash in an amount equal to the Issue Priceper Initial Common Unit multiplied by the number of Common Units specified inthe Underwriting Agreement to be purchased by such Underwriter at the ClosingDate.  In exchange for such CapitalContributions by the Underwriters, the Partnership shall issue Common Units toeach Underwriter on whose behalf such Capital Contribution is made in an amountequal to the quotient obtained by dividing (i) the cash contribution to thePartnership by or on behalf of such Underwriter by (ii) the Issue Price perInitial Common Unit.

(b)             Uponthe exercise of the Over-Allotment Option, each Underwriter shall contribute tothe Partnership cash in an amount equal to the Issue Price per Initial CommonUnit, multiplied by the number of Common Units to be purchased by suchUnderwriter at the Option Closing Date. In exchange for such Capital Contributions by the Underwriters, thePartnership shall issue Common Units to each Underwriter on whose behalf suchCapital Contribution is made in an amount equal to the quotient obtained bydividing (i) the cash contributions to the Partnership by or on behalf of suchUnderwriter by (ii) the Issue Price per Initial Common Unit.  The Partnership shall use the proceeds fromsuch Capital Contributions to repurchase pro rata based on their ownership ofCommon Units and Class B Units from the Initial Limited Partners that number ofCommon Units and Class B Units equal to the number of Common Units sold to theUnderwriters in connection with the exercise of the Over-Allotment Option.

(c)             Subjectto Section 5.1, no Limited Partner Interests will be issued or issuable as ofor at the Closing Date other than (i) the Common Units issuable pursuant tosubparagraph (a) hereof in aggregate number equal to 7,000,000 Units, (ii)the “*Option Units*” as such term is used inthe Underwriting Agreement issuable upon exercise of the Over-Allotment Optionpursuant to subparagraph (b) hereof in an aggregate number of up to1,050,000 additional Units, (iii) the 14,349,968 Common Units issued tothe Initial Limited Partners pursuant to Section 2.1(e) of the ContributionAgreement, (iv) the 250,032 Class B Units issued to the Initial Class B Holderspursuant to Section 2.1(e) of the Contribution Agreement and (v) the 12,000Common Units issued to non-employee directors of the General Partner pursuantto the Long-Term Incentive Plan of the Partnership.

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Section 5.4             *Interest and Withdrawal*.

No interest on Capital Contributions shall be paid bythe Partnership.  No Partner shall beentitled to the withdrawal or return of its Capital Contribution, except to theextent, if any, that distributions made pursuant to this Agreement or upontermination of the Partnership may be considered as such by law and then onlyto the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partnershall have priority over any other Partner either as to the return of CapitalContributions or as to profits, losses or distributions.  Any such return shall be a compromise towhich all Partners agree within the meaning of Section 17-502(b) of theDelaware Act.

Section 5.5             *Capital Accounts*.

(a)             ThePartnership shall maintain for each Partner (or a beneficial owner ofPartnership Interests held by a nominee in any case in which the nominee hasfurnished the identity of such owner to the Partnership in accordance withSection 6031(c) of the Code or any other method acceptable to the GeneralPartner) owning a Partnership Interest a separate Capital Account with respectto such Partnership Interest in accordance with the rules of Treasury RegulationSection 1.704-1(b)(2)(iv).  Such CapitalAccount shall be increased by (i) the amount of all Capital Contributions madeto the Partnership with respect to such Partnership Interest pursuant to thisAgreement and (ii) all items of Partnership income and gain (including incomeand gain exempt from tax) computed in accordance with Section 5.5(b) andallocated with respect to such Partnership Interest pursuant to Section 6.1,and decreased by (x) the amount of cash or Net Agreed Value of all actual anddeemed distributions of cash or property made with respect to such PartnershipInterest pursuant to this Agreement and (y) all items of Partnership deductionand loss computed in accordance with Section 5.5(b) and allocated with respectto such Partnership Interest pursuant to Section 6.1.

(b)             Forpurposes of computing the amount of any item of income, gain, loss or deductionwhich is to be allocated pursuant to Article VI and is to be reflected in thePartners’ Capital Accounts, the determination, recognition and classificationof any such item shall be the same as its determination, recognition andclassification for federal income tax purposes (including any method ofdepreciation, cost recovery or amortization used for that purpose), *provided*, that:

(i)                Solely for purposes of thisSection 5.5, the Partnership shall be treated as owning directly itsproportionate share (as determined by the General Partner based upon theprovisions of the MLP Agreement) of all property owned by the MLP or any otherSubsidiary that is classified as a partnership for federal income tax purposes.

(ii)               All fees and other expensesincurred by the Partnership to promote the sale of (or to sell) a PartnershipInterest that can neither be deducted nor amortized under Section 709 of theCode, if any, shall, for purposes of Capital Account maintenance, be treated asan item of deduction at the time such fees and other expenses are incurred andshall be allocated among the Partners pursuant to Section 6.1.

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(iii)              Except as otherwise provided inTreasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all itemsof income, gain, loss and deduction shall be made without regard to anyelection under Section 754 of the Code which may be made by the Partnershipand, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of theCode, without regard to the fact that such items are not includable in grossincome or are neither currently deductible nor capitalized for federal incometax purposes.  To the extent an adjustmentto the adjusted tax basis of any Partnership asset pursuant to Section 734(b)or 743(b) of the Code is required, pursuant to Treasury Regulation Section1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,the amount of such adjustment in the Capital Accounts shall be treated as anitem of gain or loss.

(iv)             Any income, gain, loss or deductionattributable to the taxable disposition of any Partnership property shall bedetermined as if the adjusted basis of such property as of such date ofdisposition were equal in amount to the Partnership’s Carrying Value withrespect to such property as of such date.

(v)              In accordance with therequirements of Section 704(b) of the Code, any deductions for depreciation,cost recovery or amortization attributable to any Contributed Property shall bedetermined as if the adjusted basis of such property on the date it wasacquired by the Partnership were equal to the Agreed Value of suchproperty.  Upon an adjustment pursuant toSection 5.5(d) to the Carrying Value of any Partnership property subject todepreciation, cost recovery or amortization, any further deductions for suchdepreciation, cost recovery or amortization attributable to such property shallbe determined (A) as if the adjusted basis of such property were equal to theCarrying Value of such property immediately following such adjustment and (B)using a method of depreciation, cost recovery or amortization that the GeneralPartner may adopt.

(vi)             If the Partnership’s adjusted basisin a depreciable or cost recovery property is reduced for federal income taxpurposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount ofsuch reduction shall, solely for purposes hereof, be deemed to be an additionaldepreciation or cost recovery deduction in the year such property is placed inservice and shall be allocated among the Partners pursuant to Section 6.1.  Any restoration of such basis pursuant toSection 48(q)(2) of the Code shall, to the extent possible, be allocated in thesame manner to the Partners to whom such deemed deduction was allocated.

(c)             Atransferee of a Partnership Interest shall succeed to a pro rata portion of theCapital Account of the transferor relating to the Partnership Interest sotransferred.

(d)

(i)                In accordance with TreasuryRegulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additionalPartnership Interests for cash or Contributed Property, the issuance ofPartnership Interests as consideration for the provision of services, or theconversion of the General Partner’s Combined Interest to Common Units pursuantto Section 11.3(b), the Capital Account of all Partners and the Carrying Valueof

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each Partnership property immediately prior to suchissuance shall be adjusted upward or downward to reflect any Unrealized Gain orUnrealized Loss attributable to such Partnership property, as if suchUnrealized Gain or Unrealized Loss had been recognized on an actual sale ofeach such property immediately prior to such issuance and had been allocated tothe Partners at such time pursuant to Section 6.1 in the same manner as anyitem of gain or loss actually recognized during such period would have beenallocated.  In determining suchUnrealized Gain or Unrealized Loss, the aggregate cash amount and fair marketvalue of all Partnership assets (including cash or cash equivalents)immediately prior to the issuance of additional Partnership Interests shall bedetermined by the General Partner using such method of valuation as it mayadopt; *provided, however*, that the GeneralPartner, in arriving at such valuation, must take fully into account the fairmarket value of the Partnership Interests of all Partners at such time.  The General Partner shall allocate suchaggregate value among the assets of the Partnership (in such manner as itdetermines) to arrive at a fair market value for individual properties.

(ii)               In accordance with TreasuryRegulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual ordeemed distribution to a Partner of any Partnership property (other than adistribution of cash that is not in redemption or retirement of a PartnershipInterest), the Capital Accounts of all Partners and the Carrying Value of allPartnership property shall be adjusted upward or downward to reflect any UnrealizedGain or Unrealized Loss attributable to such Partnership property, as if suchUnrealized Gain or Unrealized Loss had been recognized in a sale of suchproperty immediately prior to such distribution for an amount equal to its fairmarket value, and had been allocated to the Partners, at such time, pursuant toSection 6.1 in the same manner as any item of gain or loss actually recognizedduring such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregatecash amount and fair market value of all Partnership assets (including, withoutlimitation, cash or cash equivalents) immediately prior to a distribution shall(A) in the case of an actual distribution that is not made pursuant to Section12.4 or in the case of a deemed distribution, be determined and allocated inthe same manner as that provided in Section 5.5(d)(i) or (B) in the case of aliquidating distribution pursuant to Section 12.4, be determined and allocatedby the Liquidator using such method of valuation as it may adopt.

Section 5.6             *Conversion of the Class B Units.*

(a)             Uponwritten notice to the General Partner (a “*Conversion Notice*”),the Initial Class B Holders will have the right to require the Partnership toconvert:

(i)                up to one-half of the Class BUnits held by each such Initial Class B Holder on or after February 15, 2007;

(ii)               all or any portion of the Class BUnits held by each such Initial Class B Holder on or after February 15, 2008;

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(iii)              upon the occurrence of aTermination Event in respect of any Initial Class B Holder, all or any portionof the Class B Units held by such Initial Class B Holder; and

(iv)             upon a Change of Control, all orany portion of the Class B Units held by any Initial Class B Holder who hasremained continuously employed by the General Partner or its Affiliates,

into Common Units on a one-for-one basis.

(b)             Uponelection by any Initial Class B Holder to cause the conversion of Class B Unitsin accordance with this Section 5.6, each converting holder shall deliver theConversion Notice and the Certificates representing such Class B Units to theGeneral Partner in proper transfer form. Upon receipt of such Conversion Notice and Certificate, the GeneralPartner shall issue a Certificate representing the Common Units issuable uponconversion.  Each Class B Unit shall becancelled by the General Partner upon its conversion.

(c)             AClass B Unit that has converted into a Common Unit pursuant to this Section 5.6shall be subject to the provisions of Section 6.4(b).

(d)             Theissuance or delivery of Certificates for Common Units upon the conversion ofClass B Units will be made without charge to the converting holder of Class BUnits for such Certificates and such Certificates shall be issued or deliveredin the respective names of, or in such names as may be directed by, the holdersof the Class B Units converted; *provided, however*,that the Partnership shall not be required to pay any tax which may be payablein respect of any transfer involved in the issuance and delivery of any suchCertificate in a name other than that of the holder of the Class B Unitsconverted, and the Partnership shall not be required to issue or deliver suchCertificates unless or until the Persons requesting the issuance or deliverythereof shall have paid to the Partnership the amount of such tax or shall haveestablished to the reasonable satisfaction of the Partnership that such tax hasbeen paid.

(e)             Ifan Initial Class B Holder’s employment with the General Partner or itsAffiliate is terminated for any reason other than a Termination Event prior tothe vesting of all or a portion of the Class B Units held by such Initial ClassB Holder, the unvested Class B Units shall be forfeited and distributed prorata to the Contributing Parties based on their respective ownership of Class Bmembership interests (other than any unvested Class B membership interests) inthe MLP General Partner immediately prior to the Closing Date.  Any Class B Units distributed to anyContributing Party pursuant to this Section 5.6(e) shall no longer be subjectto the vesting provisions contained in this Section 5.6(a) and shall beconvertible into Common Units on a one-for-one basis at the election of suchholder.

Section 5.7             *Issuances of Additional Partnership Securities*.

(a)             ThePartnership may issue additional Partnership Securities and options, rights,warrants and appreciation rights relating to the Partnership Securities for anyPartnership purpose at any time and from time to time to such Persons for suchconsideration and on such terms and conditions as the General Partner shalldetermine, all without the approval of any Limited Partners.

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(b)             Eachadditional Partnership Security authorized to be issued by the Partnershippursuant to Section 5.7(a) may be issued in one or more classes, or one or moreseries of any such classes, with such designations, preferences, rights, powersand duties (which may be senior to existing classes and series of PartnershipSecurities), as shall be fixed by the General Partner, including (i) the rightto share in Partnership profits and losses or items thereof; (ii) the right toshare in Partnership distributions; (iii) the rights upon dissolution andliquidation of the Partnership; (iv) whether, and the terms and conditions uponwhich the Partnership may or shall be required to redeem the PartnershipSecurity (including sinking fund provisions); (v) whether such PartnershipSecurity is issued with the privilege of conversion or exchange and, if so, theterms and conditions of such conversion or exchange; (vi) the terms andconditions upon which each Partnership Security will be issued, evidenced bycertificates and assigned or transferred; (vii) the method for determining thePercentage Interest as to such Partnership Security; and (viii) the right, ifany, of each such Partnership Security to vote on Partnership matters,including matters relating to the relative designations, preferences, rights,powers and duties of such Partnership Security.

(c)             TheGeneral Partner is hereby authorized and directed to take all actions that itdetermines to be necessary or appropriate in connection with (i) each issuanceof Partnership Securities and options, rights, warrants and appreciation rightsrelating to Partnership Securities pursuant to this Section 5.7, (ii)  the admission of additional Limited Partnersand (iii) all additional issuances of Partnership Securities.  The General Partner shall determine therelative rights, powers and duties of the holders of the Units or otherPartnership Securities being so issued. The General Partner shall do all things necessary to comply with theDelaware Act and is authorized and directed to do all things that it determinesto be necessary or appropriate in connection with any future issuance ofPartnership Securities, including compliance with any statute, rule, regulationor guideline of any federal, state or other governmental agency or any NationalSecurities Exchange on which the Units or other Partnership Securities arelisted or admitted for trading.

(d)             Nofractional Partnership Securities shall be issued by the Partnership.  If a distribution, subdivision or combinationof Units pursuant to Section 5.7 would result in the issuance of fractionalUnits, each fractional Unit shall be rounded to the nearest whole Unit (and a0.5 Unit shall be rounded to the next higher Unit).

Section 5.8             *No Preemptive Right*.

No Person shall have any preemptive, preferential orother similar right with respect to the issuance of any Partnership Interest,whether unissued, held in the treasury or hereafter created.

Section 5.9             *Splits and Combinations*.

(a)             Subjectto Section 5.7(d), the Partnership may make a Pro Rata distribution ofPartnership Securities to all Record Holders or may effect a subdivision orcombination of Partnership Securities so long as, after any such event, eachPartner shall have the same Percentage Interest in the Partnership as beforesuch event, and any amounts calculated

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on a per Unit basis or stated as a number of Units (including thenumber of Common Units into which Class B Units are convertible) areproportionately adjusted.

(b)             Wheneversuch a distribution, subdivision or combination of Partnership Securities isdeclared, the General Partner shall select a Record Date as of which thedistribution, subdivision or combination shall be effective and shall sendnotice thereof at least 20 days prior to such Record Date to each Record Holderas of a date not less than 10 days prior to the date of such notice.  The General Partner also may cause a firm ofindependent public accountants selected by it to calculate the number ofPartnership Securities to be held by each Record Holder after giving effect tosuch distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificateprovided by such firm as conclusive evidence of the accuracy of suchcalculation.

(c)             Promptlyfollowing any such distribution, subdivision or combination, the Partnershipmay issue Certificates to the Record Holders of Partnership Securities as ofthe applicable Record Date representing the new number of PartnershipSecurities held by such Record Holders, or the General Partner may adopt suchother procedures that it determines to be necessary or appropriate to reflectsuch changes.  If any such combinationresults in a smaller total number of Partnership Securities Outstanding, thePartnership shall require, as a condition to the delivery to a Record Holder ofsuch new Certificate, the surrender of any Certificate held by such RecordHolder immediately prior to such Record Date.

Section 5.10           *Fully Paid and Non-Assessable Nature of Limited Partner Interests*.

All Limited Partner Interests issued pursuant to, andin accordance with the requirements of, this Article V shall be fully paid andnon-assessable Limited Partner Interests in the Partnership, except as suchnonassessability may be affected by Section 17-607 of the Delaware Act.

**ARTICLE VIALLOCATIONS AND DISTRIBUTIONS**

Section 6.1             *Allocations for Capital Account Purposes*.

For purposes of maintaining the Capital Accounts andin determining the rights of the Partners among themselves, the Partnership’sitems of income, gain, loss and deduction (computed in accordance with Section5.5(b)) shall be allocated among the Partners in each taxable year (or portionthereof) as provided herein below.

(a)             *Net Income*.  Aftergiving effect to the special allocations set forth in Section 6.1(d), and anyallocations to other Partnership Securities, Net Income for each taxable yearand all items of income, gain, loss and deduction taken into account incomputing Net Income for such taxable year shall be allocated to the Partnersin accordance with their respective Percentage Interests.

(b)             *Net Losses*.  Aftergiving effect to the special allocations set forth in Section 6.1(d), and anyallocations to other Partnership Securities, Net Losses for each taxable periodand all items of income, gain, loss and deduction taken into account incomputing Net Losses for such taxable period shall be allocated to the Partnersin accordance with their

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respective Percentage Interests; *provided*, thatNet Losses shall not be allocated pursuant to this Section 6.1(b) to the extentthat such allocation would cause any Unitholder to have a deficit balance inits Adjusted Capital Account at the end of such taxable year (or increase anyexisting deficit balance in its Adjusted Capital Account), instead any such NetLosses shall be allocated to Partners with positive Adjusted Capital Accountbalances in accordance with their Percentage Interests until such positiveAdjusted Capital Accounts are reduced to zero, and thereafter to the GeneralPartner.

(c)             *Net Termination Gains and Losses*.  After giving effect to the specialallocations set forth in Section 6.1(d), all items of income, gain, loss anddeduction taken into account in computing Net Termination Gain or NetTermination Loss for such taxable period shall be allocated in the same manneras such Net Termination Gain or Net Termination Loss is allocated hereunder.  All allocations under this Section 6.1(c)shall be made after Capital Account balances have been adjusted by all otherallocations provided under this Section 6.1 and after all distributions ofAvailable Cash provided under Section 6.3 have been made; *provided,however*, that solely for purposes of this Section 6.1(c), CapitalAccounts shall not be adjusted for distributions made pursuant to Section 12.4.

(i)                If a Net Termination Gain isrecognized (or deemed recognized pursuant to Section 5.5(d)), such NetTermination Gain shall be allocated among the Partners in the following manner(and the Capital Accounts of the Partners shall be increased by the amount soallocated in each of the following subclauses, in the order listed, before anallocation is made pursuant to the next succeeding subclause):

A.                                   First,to each Partner having a deficit balance in its Capital Account, in theproportion that such deficit balance bears to the total deficit balances in theCapital Accounts of all Partners, until each such Partner has been allocatedNet Termination Gain equal to any such deficit balance in its Capital Account;and

B.                                     Second,100% to all Partners in accordance with their Percentage Interests;

(ii)               If a Net Termination Loss isrecognized (or deemed recognized pursuant to Section 5.5(d)), such NetTermination Loss shall be allocated among the Partners in the following manner:

A.                                   First,100% to all Partners, Pro Rata, until the Capital Account in respect of eachUnit then Outstanding has been reduced to zero; and

B.                                     Second,the balance, if any, to the General Partner.

(d)             *Special Allocations*. Notwithstanding any other provision of this Section 6.1, the followingspecial allocations shall be made for such taxable period:

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(i)                *PartnershipMinimum Gain Chargeback*. Notwithstanding any other provision of this Section 6.1, if there is anet decrease in Partnership Minimum Gain during any Partnership taxable period,each Partner shall be allocated items of Partnership income and gain for suchperiod (and, if necessary, subsequent periods) in the manner and amountsprovided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted CapitalAccount balance shall be determined, and the allocation of income or gainrequired hereunder shall be effected, prior to the application of any otherallocations pursuant to this Section 6.1(d) with respect to such taxable period(other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). ThisSection 6.1(d)(i) is intended to comply with the Partnership Minimum Gainchargeback requirement in Treasury Regulation Section 1.704-2(f) and shall beinterpreted consistently therewith.

(ii)               *Chargebackof Partner Nonrecourse Debt Minimum Gain*. Notwithstanding the otherprovisions of this Section 6.1 (other than Section 6.1(d)(i)), except asprovided in Treasury Regulation Section 1.704-2(i)(4), if there is a netdecrease in Partner Nonrecourse Debt Minimum Gain during any Partnershiptaxable period, any Partner with a share of Partner Nonrecourse Debt MinimumGain at the beginning of such taxable period shall be allocated items ofPartnership income and gain for such period (and, if necessary, subsequentperiods) in the manner and amounts provided in Treasury Regulation Sections1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions.  For purposes of this Section 6.1(d), eachPartner’s Adjusted Capital Account balance shall be determined, and theallocation of income or gain required hereunder shall be effected, prior to theapplication of any other allocations pursuant to this Section 6.1(d), otherthan Section 6.1(d)(i) and other than an allocation pursuant to Sections 6.1(d)(v)and 6.1(d)(vi), with respect to such taxable period.  This Section 6.1(d)(ii) is intended to complywith the chargeback of items of income and gain requirement in TreasuryRegulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii)              *QualifiedIncome Offset*.  In the eventany Partner unexpectedly receives any adjustments, allocations or distributionsdescribed in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnershipincome and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate, to the extent required by the TreasuryRegulations promulgated under Section 704(b) of the Code, the deficit balance,if any, in its Adjusted Capital Account created by such adjustments,allocations or distributions as quickly as possible unless such deficit balanceis otherwise eliminated pursuant to Section 6.1(d)(i) or (ii).

(iv)             *Gross Income Allocations*.In the event any Partner has a deficit balance in its Capital Account at theend of any Partnership taxable period in excess of the sum of (A) the amountsuch Partner is required to restore pursuant to the provisions of thisAgreement and (B) the amount such Partner is deemed obligated to restorepursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), suchPartner shall be specially allocated items of Partnership gross income and gainin the amount of such excess as quickly as possible; *provided*,that an allocation pursuant to this Section 6.1(d)(iv) shall be made only ifand to the extent that such Partner would have a deficit balance in its Capital

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Account as adjusted after all other allocationsprovided for in this Section 6.1 have been tentatively made as if this Section6.1(d)(iv) were not in this Agreement.

(v)              *NonrecourseDeductions*.  NonrecourseDeductions for any taxable period shall be allocated to the Partners inaccordance with their respective Percentage Interests.  If the General Partner determines that thePartnership’s Nonrecourse Deductions should be allocated in a different ratioto satisfy the safe harbor requirements of the Treasury Regulations promulgatedunder Section 704(b) of the Code, the General Partner is authorized, uponnotice to the other Partners, to revise the prescribed ratio to the numericallyclosest ratio that does satisfy such requirements.

(vi)             *Partner NonrecourseDeductions*. Partner Nonrecourse Deductions for any taxable periodshall be allocated 100% to the Partner that bears the Economic Risk of Losswith respect to the Partner Nonrecourse Debt to which such Partner NonrecourseDeductions are attributable in accordance with Treasury Regulation Section1.704-2(i).  If more than one Partner bearsthe Economic Risk of Loss with respect to a Partner Nonrecourse Debt, suchPartner Nonrecourse Deductions attributable thereto shall be allocated betweenor among such Partners in accordance with the ratios in which they share suchEconomic Risk of Loss.

(vii)            *Nonrecourse Liabilities*.For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agreethat Nonrecourse Liabilities of the Partnership in excess of the sum of (A) theamount of Partnership Minimum Gain and (B) the total amount of NonrecourseBuilt-in Gain shall be allocated among the Partners in accordance with theirrespective Percentage Interests.

(viii)           *Code Section 754Adjustments*.  To the extent anadjustment to the adjusted tax basis of any Partnership asset pursuant toSection 734(b) or 743(b) of the Code is required, pursuant to TreasuryRegulation Section 1.704-1(b)(2)(iv)(m), to be taken into account indetermining Capital Accounts, the amount of such adjustment to the CapitalAccounts shall be treated as an item of gain (if the adjustment increases thebasis of the asset) or loss (if the adjustment decreases such basis), and suchitem of gain or loss shall be specially allocated to the Partners in a mannerconsistent with the manner in which their Capital Accounts are required to beadjusted pursuant to such Section of the Treasury Regulations.

(ix)              *EconomicUniformity*.  With respect toany taxable period ending upon, or after, the date a Conversion Notice is givenby a holder of Class B Units pursuant to Section 5.6, items of Partnershipincome and gain shall be allocated 100% to each Partner holding such Class BUnits until each such Limited Partner has been allocated an amount ofPartnership income or gain that increases the Capital Account maintained withrespect to each converted Class B Unit to an amount equal to the product of (A)the number of converted Class B Units and (B) the Per Unit Capital Amount for aCommon Unit.  The purpose for thisallocation is to establish uniformity between the Capital Accounts underlyingconverted Class B Units and the Capital Accounts underlying Common Units heldby Persons other than the General Partner and its Affiliates immediately priorto the conversion of Class B Units into Common Units.

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(x)               *CurativeAllocation*.

A.                                   Notwithstandingany other provision of this Section 6.1, other than the Required Allocations,the Required Allocations shall be taken into account in making the AgreedAllocations so that, to the extent possible, the net amount of items of income,gain, loss and deduction allocated to each Partner pursuant to the RequiredAllocations and the Agreed Allocations, together, shall be equal to the netamount of such items that would have been allocated to each such Partner underthe Agreed Allocations had the Required Allocations and the related CurativeAllocation not otherwise been provided in this Section 6.1.  Notwithstanding the preceding sentence,Required Allocations relating to (1) Nonrecourse Deductions shall not be takeninto account except to the extent that there has been a decrease in PartnershipMinimum Gain and (2) Partner Nonrecourse Deductions shall not be taken intoaccount except to the extent that there has been a decrease in PartnerNonrecourse Debt Minimum Gain. Allocations pursuant to this Section6.1(d)(x)(A) shall only be made with respect to Required Allocations to theextent the General Partner determines that such allocations will otherwise beinconsistent with the economic agreement among the Partners.  Further, allocations pursuant to this Section6.1(d)(x)(A) shall be deferred with respect to allocations pursuant to clauses(1) and (2) hereof to the extent the General Partner determines that suchallocations are likely to be offset by subsequent Required Allocations.

B.                                     TheGeneral Partner shall, with respect to each taxable period, (1) apply theprovisions of Section 6.1(d)(x)(A) in whatever order is most likely to minimizethe economic distortions that might otherwise result from the RequiredAllocations, and (2) divide all allocations pursuant to Section 6.1(d)(x)(A)among the Partners in a manner that is likely to minimize such economicdistortions.

(xi)              *CorrectiveAllocations*.  In the event ofany allocation of Additional Book Basis Derivative Items or any Book-Down Eventor any recognition of a Net Termination *Loss*, thefollowing rules shall apply:

A.                                   Inthe case of any negative adjustments to the Capital Accounts of the Partnersresulting from a Book-Down Event or from the recognition of a Net TerminationLoss, such negative adjustment (1) shall first be allocated, to the extent of theAggregate Remaining Net Positive Adjustments, in

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such a manner, as determined by the General Partner,that to the extent possible the aggregate Capital Accounts of the Partners willequal the amount that would have been the Capital Account balance of thePartners if no prior Book-Up Events had occurred, and (2) any negativeadjustment in excess of the Aggregate Remaining Net Positive Adjustments shallbe allocated pursuant to Section 6.1(c) hereof.

B.                                     Inmaking the allocations required under this Section 6.1(d)(xi), the GeneralPartner may apply whatever conventions or other methodology it determines willsatisfy the purpose of this Section 6.1(d)(xi).

(xii)             *Priority Allocation*.  Each of the Contributing Parties shall beallocated items of income and gain in an amount equal to the amount distributedto each of the Contributing Parties pursuant to the last sentence ofSection 6.3(b).

Section 6.2             *Allocations for Tax Purposes*.

(a)             Exceptas otherwise provided herein, for federal income tax purposes, each item ofincome, gain, loss and deduction shall be allocated among the Partners in thesame manner as its correlative item of “*book*” income,gain, loss or deduction is allocated pursuant to Section 6.1.

(b)             Inan attempt to eliminate Book-Tax Disparities attributable to a ContributedProperty or Adjusted Property, items of income, gain, loss, depreciation,amortization and cost recovery deductions shall be allocated for federal incometax purposes among the Partners as follows:

(i)                (A)          In the case of a Contributed Property, such itemsattributable thereto shall be allocated among the Partners in the mannerprovided under Section 704(c) of the Code that takes into account the variationbetween the Agreed Value of such property and its adjusted basis at the time ofcontribution; and (B) any item of Residual Gain or Residual Loss attributableto a Contributed Property shall be allocated among the Partners in the samemanner as its correlative item of “*book*” gain orloss is allocated pursuant to Section 6.1.

(ii)               (A)          In the case of an Adjusted Property, such items shall (1)first, be allocated among the Partners in a manner consistent with theprinciples of Section 704(c) of the Code to take into account the UnrealizedGain or Unrealized Loss attributable to such property and the allocationsthereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in theevent such property was originally a Contributed Property, be allocated amongthe Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any itemof Residual Gain or Residual Loss attributable to an Adjusted Property shall beallocated among the Partners in the same manner as its correlative item of “*book*” gain or loss is allocated pursuant to Section 6.1.

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(iii)              The General Partner shall applythe principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-TaxDisparities, except as otherwise determined by the General Partner with respectto any goodwill in the Partnership.

(c)             Forthe proper administration of the Partnership and for the preservation ofuniformity of the Limited Partner Interests (or any class or classes thereof),the General Partner shall (i) adopt such conventions as it deems appropriate indetermining the amount of depreciation, amortization and cost recovery deductions;(ii) make special allocations for federal income tax purposes of income(including, without limitation, gross income) or deductions; and (iii) amendthe provisions of this Agreement as appropriate (x) to reflect the proposal orpromulgation of Treasury Regulations under Section 704(b) or Section 704(c) ofthe Code or (y) otherwise to preserve or achieve uniformity of the LimitedPartner Interests (or any class or classes thereof).  The General Partner may adopt suchconventions, make such allocations and make such amendments to this Agreementas provided in this Section 6.2(c) only if such conventions, allocationsor amendments would not have a material adverse effect on the Partners, theholders of any class or classes of Limited Partner Interests issued andOutstanding or the Partnership, and if such allocations are consistent with theprinciples of Section 704 of the Code.

(d)             TheGeneral Partner may determine to depreciate or amortize the portion of anadjustment under Section 743(b) of the Code attributable to unrealizedappreciation in any Adjusted Property (to the extent of the unamortizedBook-Tax Disparity) using a predetermined rate derived from the depreciation oramortization method and useful life applied to the Partnership’s common basis ofsuch property, despite any inconsistency of such approach with TreasuryRegulation Section 1.167(c)-1(a)(6) or any successor regulations thereto.  If the General Partner determines that suchreporting position cannot reasonably be taken, the General Partner may adoptdepreciation and amortization conventions under which all purchasers acquiringLimited Partner Interests in the same month would receive depreciation andamortization deductions, based upon the same applicable rate as if they hadpurchased a direct interest in the Partnership’s property.  If the General Partner chooses not to utilizesuch aggregate method, the General Partner may use any other depreciation andamortization conventions to preserve the uniformity of the intrinsic tax characteristicsof any Limited Partner Interests, so long as such conventions would not have amaterial adverse effect on the Limited Partners or the Record Holders of anyclass or classes of Limited Partner Interests.

(e)             Anygain allocated to the Partners upon the sale or other taxable disposition ofany Partnership asset shall, to the extent possible, after taking into accountother required allocations of gain pursuant to this Section 6.2, becharacterized as Recapture Income in the same proportions and to the sameextent as such Partners (or their predecessors in interest) have been allocatedany deductions directly or indirectly giving rise to the treatment of suchgains as Recapture Income.

(f)              Allitems of income, gain, loss, deduction and credit recognized by the Partnershipfor federal income tax purposes and allocated to the Partners in accordancewith the provisions hereof shall be determined without regard to any electionunder Section 754 of the Code that may be made by the Partnership; *provided, however*, that such allocations, once made,

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shall be adjusted (in the manner determined by the General Partner) totake into account those adjustments permitted or required by Sections 734 and743 of the Code.

(g)             Eachitem of Partnership income, gain, loss and deduction, shall for federal incometax purposes, be determined on an annual basis and prorated on a monthly basisand shall be allocated to the Partners as of the opening of the NationalSecurities Exchange on which the Common Units are then traded on the firstBusiness Day of each month; *provided, however*,that (i) such items for the period beginning on the Closing Date and ending onthe last day of the month in which the Option Closing Date or the expiration ofthe Over-Allotment Option occurs shall be allocated to the Partners as of theopening of the National Securities Exchange on which the Common Units are thentraded on the first Business Day of the next succeeding month; and *provided, further*, that gain or loss on a sale or otherdisposition of any assets of the Partnership or any other extraordinary item ofincome or loss realized and recognized other than in the ordinary course ofbusiness, as determined by the General Partner, shall be allocated to thePartners as of the opening of the National Securities Exchange on which theCommon Units are then traded on the first Business Day of the month in whichsuch gain or loss is recognized for federal income tax purposes.  The General Partner may revise, alter or otherwisemodify such methods of allocation to the extent permitted or required bySection 706 of the Code and the regulations or rulings promulgated thereunder.

(h)             Allocationsthat would otherwise be made to a Limited Partner under the provisions of thisArticle VI shall instead be made to the beneficial owner of Limited PartnerInterests held by a nominee in any case in which the nominee has furnished theidentity of such owner to the Partnership in accordance with Section 6031(c) ofthe Code or any other method determined by the General Partner.

Section 6.3             *Requirement and Characterization of Distributions; Distributions toRecord Holders*.

(a)             Exceptas described in Section 6.3(b), within 50 days following the end of eachQuarter commencing with the Quarter ending on December 31, 2006, an amountequal to 100% of Available Cash with respect to such Quarter shall, subject toSection 17-607 of the Delaware Act, be distributed in accordance with thisArticle VI by the Partnership to the Partners in accordance with theirrespective Percentage Interests as of the Record Date selected by the GeneralPartner.  All distributions required tobe made under this Agreement shall be made subject to Section 17-607 of theDelaware Act.

(b)             Withrespect to the distribution for the Quarter ending on December 31, 2006,the amount of Available Cash distributed to the Limited Partners pursuant toSection 6.3(a) shall equal (i) 100% of Available Cash with respect to suchQuarter (excluding any Available Cash described in clause (ii)) plus(ii) 100% of the Available Cash with respect to the Quarter endingSeptember 30, 2006 multiplied by a fraction of which the numerator is thenumber of days in the period commencing on the Closing Date and ending onSeptember 30, 2006 and of which the denominator is 92.  Of the remaining Available Cash with respectto the Quarter ending September 30, 2006, such amount shall be distributedto the Contributing Parties pro rata in accordance with the number of CommonUnits and Class B Units issued pursuant to the Contribution Agreement within50 days of the Quarter ending September 30, 2006.

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(c)             NotwithstandingSection 6.3(a), in the event of the dissolution and liquidation of thePartnership, all receipts received during or after the Quarter in which theLiquidation Date occurs shall be applied and distributed solely in accordancewith, and subject to the terms and conditions of, Section 12.4.

(d)             TheGeneral Partner may treat taxes paid by the Partnership on behalf of, oramounts withheld with respect to, all or less than all of the Partners, as adistribution of Available Cash to such Partners.

(e)             Eachdistribution in respect of a Partnership Interest shall be paid by thePartnership, directly or through the Transfer Agent or through any other Personor agent, only to the Record Holder of such Partnership Interest as of theRecord Date set for such distribution. Such payment shall constitute fullpayment and satisfaction of the Partnership’s liability in respect of suchpayment, regardless of any claim of any Person who may have an interest in suchpayment by reason of an assignment or otherwise.

Section 6.4             *Special Provisions Relating to the Holders of Class B Units.*

(a)             Exceptas otherwise provided in the Agreement, the holder of a Class B Unit shall haveall of the rights and obligations of a Limited Partner holding Common Unitshereunder, including voting rights that are identical to the voting rights ofCommon Units, and the Class B Units will vote with the Common Units as a singleclass, so that each Class B Unit will be entitled to one vote on each matterwith respect to which each Common Unit is entitled to vote.  Immediately upon the conversion of a Class BUnit into a Common Unit pursuant to Section 5.6, the holder of a Class B Unitthat has converted into a Common Unit shall possess all of the rights andobligations of a Unitholder holding a Common Unit hereunder; *provided, however*, that a converted Class B Unit shallremain subject to the provisions of Section 6.1(d)(ix) and Section 6.4(b).

(b)             Theholder of a Class B Unit that has converted into a Common Unit pursuant toSection 5.6 shall not be issued a Common Unit Certificate pursuant to Section4.1 and shall not be permitted to transfer its converted Class B Units to aPerson that is not an Affiliate of the holder until such time as the GeneralPartner determines, based on advice of counsel, that a converted Class B Unitshould have, as a substantive matter, like intrinsic economic and United Statesfederal income tax characteristics, in all material respects, to the intrinsiceconomic and United States federal income tax characteristics of a Common Unitthen Outstanding.  In connection with thecondition imposed by this Section 6.4(b), the General Partner shall takewhatever steps are required to provide economic uniformity to the convertedClass B Units in preparation for a transfer of such converted Class B Units,including the application of Section 6.1(d)(ix); *provided,however*, that no such steps may be taken that would have a materialadverse effect on the Unitholders holding Common Units represented by CommonUnit Certificates.

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**ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESS**

Section 7.1             *Management*.

(a)             TheGeneral Partner shall conduct, direct and manage all activities of thePartnership.  Except as otherwiseexpressly provided in this Agreement, all management powers over the businessand affairs of the Partnership shall be exclusively vested in the GeneralPartner, and no Limited Partner shall have any management power over thebusiness and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner ofa limited partnership under applicable law or that are granted to the GeneralPartner under any other provision of this Agreement, the General Partner,subject to Section 7.3, shall have full power and authority to do all thingsand on such terms as it determines to be necessary or appropriate to conductthe business of the Partnership, to exercise all powers set forth in Section2.5 and to effectuate the purposes set forth in Section 2.4, including thefollowing:

(i)                the making of any expenditures,the lending or borrowing of money, the assumption or guarantee of, or othercontracting for, indebtedness and other liabilities, the issuance of evidencesof indebtedness, including indebtedness that is convertible into PartnershipSecurities, and the incurring of any other obligations;

(ii)               the making of tax, regulatory andother filings, or rendering of periodic or other reports to governmental orother agencies having jurisdiction over the business or assets of thePartnership;

(iii)              the acquisition, disposition,mortgage, pledge, encumbrance, hypothecation or exchange of any or all of theassets of the Partnership or the merger or other combination of the Partnershipwith or into another Person (the matters described in this clause (iii) beingsubject, however, to any prior approval that may be required by Section 7.3 andArticle XIV);

(iv)             the use of the assets of thePartnership (including cash on hand) for any purpose consistent with the termsof this Agreement, including the financing of the conduct of the operations ofthe Partnership Group and the MLP Group; subject to Section 7.6(a), the lendingof funds to other Persons (including other Group Members and members of the MLPGroup); the repayment or guarantee of obligations of the Partnership Group andthe MLP Group and the making of capital contributions to any member of thePartnership Group and the MLP Group;

(v)              the negotiation, execution andperformance of any contracts, conveyances or other instruments (includinginstruments that limit the liability of the Partnership under contractualarrangements to all or particular assets of the Partnership, with the otherparty to the contract to have no recourse against the General Partner or itsassets other than its interest in the Partnership, even if same results in theterms of the transaction being less favorable to the Partnership than wouldotherwise be the case);

(vi)             the distribution of Partnershipcash;

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(vii)            the selection and dismissal ofemployees (including employees having titles such as “*president*,”“*vice president*,” “*secretary*”and “*treasurer*”) and agents, outsideattorneys, accountants, consultants and contractors and the determination oftheir compensation and other terms of employment or hiring;

(viii)           the maintenance of insurance for thebenefit of the Partnership Group and the MLP Group, the Partners andIndemnitees;

(ix)              the formation of, or acquisitionof an interest in, and the contribution of property and the making of loans to,any further limited or general partnerships, joint ventures, limited liabilitycompanies, corporations or other relationships (including the acquisition ofinterests in, and the contributions of property to, any Group Member andmembers of the MLP Group from time to time) subject to the restrictions setforth in Section 2.4;

(x)               the control of any mattersaffecting the rights and obligations of the Partnership, including the bringingand defending of actions at law or in equity and otherwise engaging in theconduct of litigation, arbitration or mediation and the incurring of legalexpense and the settlement of claims and litigation;

(xi)              the indemnification of any Personagainst liabilities and contingencies to the extent permitted by law;

(xii)             the entering into of listingagreements with any National Securities Exchange and the delisting of some orall of the Limited Partner Interests from, or requesting that trading besuspended on, any such exchange (subject to any prior approval that may be requiredunder Section 4.7);

(xiii)            the purchase, sale or otheracquisition or disposition of Partnership Securities, or the issuance ofoptions, rights, warrants and appreciation rights relating to PartnershipSecurities;

(xiv)            the undertaking of any action inconnection with the Partnership’s participation in the management of the MLPthrough its ownership of the MLP General Partner;

(xv)             the entering into of agreementswith any of its Affiliates to render services to a Group Member or a member ofthe MLP Group or to itself in discharge of its duties as General Partner of thePartnership;

(xvi)            the registering for resale under theSecurities Act and applicable state securities laws, the Partnership Securitiesheld by the General Partner or any Affiliate of the General Partner; and

(xvii)           the approval and authorization of anyaction taken by the MLP General Partner to limit or modify the incentivedistribution rights in the MLP held by the MLP General Partner, if the GeneralPartner determines that such limitation or modification does not adverselyaffect the Limited Partners (including any particular class

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of Partnership Interests as compared to other classesof Partnership Interests) in any material respect.

(b)             Notwithstandingany other provision of this Agreement, the Delaware Act or any applicable law,rule or regulation, each of the Partners and each other Person who may acquirean interest in Partnership Securities hereby (i) approves, ratifies andconfirms the execution, delivery and performance by the parties thereto of theUnderwriting Agreement, the Non-Competition Agreement and the other agreementsdescribed in or filed as exhibits to the Registration Statement that arerelated to the transactions contemplated by the Registration Statement; (ii)agrees that the General Partner (on its own or through any officer of thePartnership) is authorized to execute, deliver and perform the agreementsreferred to in clause (i) of this sentence and the other agreements, acts,transactions and matters described in or contemplated by the RegistrationStatement on behalf of the Partnership without any further act, approval orvote of the Partners or the other Persons who may acquire an interest inPartnership Securities; and (iii) agrees that the execution, delivery orperformance by the General Partner, any Group Member or any Affiliate of any ofthem, of this Agreement or any agreement authorized or permitted under thisAgreement (including the exercise by the General Partner or any Affiliate ofthe General Partner of the rights accorded pursuant to Article XV), shall notconstitute a breach by the General Partner of any duty that the General Partnermay owe the Partnership or the Limited Partners or any other Persons under thisAgreement (or any other agreements) or of any duty stated or implied by law orequity.

Section 7.2             *Certificate of LimitedPartnership*.

The General Partner has caused the Certificate ofLimited Partnership to be filed with the Secretary of State of the State ofDelaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to befiled such other certificates or documents that the General Partner determinesto be necessary or appropriate for the formation, continuation, qualificationand operation of a limited partnership (or a partnership in which the limitedpartners have limited liability) in the State of Delaware or any other state inwhich the Partnership may elect to do business or own property.  To the extent the General Partner determinessuch action to be necessary or appropriate, the General Partner shall fileamendments to and restatements of the Certificate of Limited Partnership and doall things to maintain the Partnership as a limited partnership (or apartnership or other entity in which the limited partners have limitedliability) under the laws of the State of Delaware or of any other state inwhich the Partnership may elect to do business or own property.  Subject to the terms of Section 3.4(a), the GeneralPartner shall not be required, before or after filing, to deliver or mail acopy of the Certificate of Limited Partnership, any qualification document orany amendment thereto to any Limited Partner.

Section 7.3             *Restrictions on General Partner’s Authority*.

Except as provided in Articles XII and XIV, theGeneral Partner may not sell, exchange or otherwise dispose of all orsubstantially all of the assets of the Partnership Group, taken as a whole, ina single transaction or a series of related transactions (including by way ofmerger, consolidation or other combination) or approve on behalf of the Partnership or its Subsidiaries the sale,exchange or other disposition of all or substantially all of the assets of theMLP Group,

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without the approval ofholders of a Unit Majority; *provided, however*,that this provision shall not preclude or limit the General Partner’s abilityto mortgage, pledge, hypothecate or grant a security interest in all orsubstantially all of the assets of the Partnership Group and shall not apply toany forced sale of any or all of the assets of the Partnership Group pursuantto the foreclosure of, or other realization upon, any such encumbrance.  Without the approval of holders of a UnitMajority, the General Partner shall not, on behalf of the Partnership, exceptas permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnershipto elect a successor general partner of the Partnership.

Section 7.4             *Reimbursement of the General Partner*.

(a)             Exceptas provided in this Section 7.4 and elsewhere in this Agreement, the GeneralPartner shall not be compensated for its services as general partner ormanaging member of any Group Member.

(b)             TheGeneral Partner shall be reimbursed on a monthly basis, or such other basis asthe General Partner may determine, for (i) all direct and indirect expenses itincurs or payments it makes on behalf of the Partnership Group and the MLPGroup (including salary, bonus, incentive compensation and other amounts paidto any Person including Affiliates of the General Partner to perform servicesfor the Partnership Group and the MLP Group or for the General Partner in thedischarge of its duties to the Partnership Group), and (ii) all other expensesallocable to the Partnership Group or otherwise incurred by the General Partnerin connection with operating the Partnership Group’s business (includingexpenses allocated to the General Partner by its Affiliates).  The General Partner shall determine theexpenses that are allocable to the Partnership Group and the MLP Group.  Reimbursements pursuant to this Section 7.4shall be in addition to any reimbursement to the General Partner as a result ofindemnification pursuant to Section 7.7.

(c)             TheGeneral Partner, without the approval of the Limited Partners (who shall haveno right to vote in respect thereof), may propose and adopt on behalf of thePartnership Group employee benefit plans, employee programs and employeepractices (including plans, programs and practices involving the issuance ofPartnership Securities or options to purchase or rights, warrants orappreciation rights relating to Partnership Securities), or cause thePartnership to issue Partnership Securities in connection with, or pursuant to,any employee benefit plan, employee program or employee practice maintained orsponsored by the General Partner or any of its Affiliates, in each case for thebenefit of employees of the General Partner, any Group Member or any Affiliate,or any of them, in respect of services performed, directly or indirectly, forthe benefit of the Partnership Group or the MLP Group.  The Partnership agrees to issue and sell tothe General Partner or any of its Affiliates any Partnership Securities thatthe General Partner or such Affiliates are obligated to provide to anyemployees pursuant to any such employee benefit plans, employee programs oremployee practices.  Expenses incurred bythe General Partner in connection with any such plans, programs and practices(including the net cost to the General Partner or such Affiliates ofPartnership Securities purchased by the General Partner or such Affiliates fromthe Partnership to fulfill options or awards under such plans, programs andpractices) shall be reimbursed in accordance with Section 7.4(b). Any and allobligations of the General Partner under any employee benefit plans, employeeprograms or employee practices adopted by the General Partner as permitted by

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this Section 7.4(c) shall constitute obligations of the General Partnerhereunder and shall be assumed by any successor General Partner approved pursuantto Section 11.1 or 11.2 or the transferee of or successor to all of the GeneralPartner’s General Partner Interest.

Section 7.5             *Outside Activities*.

(a)             Afterthe Closing Date, the General Partner, for so long as it is the general partnerof the Partnership (i) agrees that its sole business will be to act as thegeneral partner or managing member, as the case may be, of the Partnership andany other partnership or limited liability company of which the Partnership is,directly or indirectly, a partner or managing member and to undertakeactivities that are ancillary or related thereto (including being a limitedpartner in the Partnership) and (ii) shall not engage in any business oractivity or incur any debts or liabilities except in connection with orincidental to (A) its performance as general partner or managing member of oneor more Group Members or as described in or contemplated by the RegistrationStatement or (B) the acquiring, owning or disposing of debt or equitysecurities in any Group Member.

(b)             Exceptas specifically restricted by Section 7.5(a), the Omnibus Agreement or by theNon-Competition Agreement, each Group Member and Indemnitee other than theGeneral Partner shall have the right to engage in businesses of every type anddescription and other activities for profit and to engage in and possess aninterest in other business ventures of any and every type or description,whether in businesses engaged in or anticipated to be engaged in by any GroupMember or any member of the MLP Group, independently or with others, includingbusiness interests and activities in direct competition with the business andactivities of any Group Member or any member of the MLP Group, and none of thesame shall constitute a breach of this Agreement or any duty expressed orimplied by law to any Group Member, any member of the MLP Group or anyPartner.  Neither any Group Member, anyLimited Partner nor any other Person shall have any rights by virtue of thisAgreement, the MLP Agreement or the partnership relationship established herebyor thereby in any business ventures of any Group Member or any Indemnitee.

(c)             Subjectto the terms of Sections 7.5(a) and 7.5(b), the Omnibus Agreement and theNon-Competition Agreement, but otherwise notwithstanding anything to thecontrary in this Agreement, (i) the engaging in competitive activities by anyGroup Member or any Indemnitee (other than the General Partner) in accordancewith the provisions of this Section 7.5 is hereby approved by the Partnershipand all Partners, (ii) it shall be deemed not to be a breach of any fiduciaryduty or any other obligation of any type whatsoever of the General Partner orof any Indemnitee (other than the General Partner) to engage in such businessinterests and activities in preference to or to the exclusion of thePartnership Group or the members of the MLP Group, and (iii) except as setforth in the Omnibus Agreement or the Non-Competition Agreement, none of theGeneral Partner, any Group Member nor any Indemnitee shall have any obligationhereunder or as a result of any duty expressed or implied by law to presentbusiness opportunities to the Partnership, any other Group Member, any memberof the MLP Group or any Indemnitee.

(d)             TheGeneral Partner and each of its Affiliates may acquire Units or otherPartnership Securities in addition to those acquired on the Closing Date and,except as otherwise

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provided in this Agreement, shall be entitled to exercise, at theiroption, all rights of a General Partner or Limited Partner, as applicable,relating to such Units or other Partnership Securities acquired by them.

(e)             Theterm “*Affiliates*” when used in Section 7.5(d)with respect to the General Partner shall not include any Group Member or anySubsidiary of the Group Member.

(f)              Notwithstandinganything to the contrary in this Agreement, to the extent that any provision ofthis Agreement purports or is interpreted to have the effect of restricting thefiduciary duties that might otherwise, as a result of Delaware or otherapplicable law, be owed by the General Partner to the Partnership and itsLimited Partners, or to constitute a waiver or consent by the Limited Partnersto any such restriction, such provisions shall be inapplicable and have noeffect in determining whether the General Partner has complied with itsfiduciary duties in connection with determinations made by it under thisSection 7.5.

Section 7.6             *Loans from the General Partner; Loans or Contributions from thePartnership; Contracts with Affiliates; Certain Restrictions on the GeneralPartner*.

(a)             TheGeneral Partner or any of its Affiliates may, but shall be under no obligationto, lend to any Group Member, and any Group Member may borrow from the GeneralPartner or any of its Affiliates, funds needed or desired by the Group Memberfor such periods of time and in such amounts as the General Partner maydetermine; *provided, however*, that in any such casethe lending party may not charge the borrowing party interest at a rate greaterthan the rate that would be charged the borrowing party or impose terms lessfavorable to the borrowing party than would be charged or imposed on theborrowing party by unrelated lenders on comparable loans made on an arm’s-lengthbasis (without reference to the lending party’s financial abilities orguarantees) all as determined by the General Partner.  The borrowing party shall reimburse thelending party for any costs (other than any additional interest costs) incurredby the lending party in connection with the borrowing of such funds.  For purposes of this Section 7.6(a) andSection 7.6(b) only, the term “*Group Member*”shall include any Affiliate of a Group Member that is controlled by the GroupMember.  No Group Member may lend fundsto the General Partner or any of its Affiliates (other than another GroupMember).

(b)             ThePartnership may lend or contribute to any Group Member, and any Group Membermay borrow from the Partnership, funds on terms and conditions determined bythe General Partner *provided, however*,that the Partnership may not charge the Group Member interest at a rate lessthan the rate that would be charged to the Group Member (without reference tothe General Partner’s financial abilities or guarantees) by unrelated lenderson comparable loans.  The foregoingauthority shall be exercised by the General Partner in its sole discretion andshall not create any right or benefit in favor of any Group Member or any otherPerson.

Section 7.7             *Indemnification*.

(a)             Tothe fullest extent permitted by law but subject to the limitations expresslyprovided in this Agreement, all Indemnitees shall be indemnified and heldharmless by the Partnership from and against any and all losses, claims,damages, liabilities, joint or several, expenses (including legal fees andexpenses), judgments, fines, penalties, interest, settlements or

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other amounts arising from any and all claims, demands, actions, suitsor proceedings, whether civil, criminal, administrative or investigative, inwhich any Indemnitee may be involved, or is threatened to be involved, as aparty or otherwise, by reason of its status as an Indemnitee; *provided*, that the Indemnitee shall not be indemnified andheld harmless if there has been a final and non-appealable judgment entered bya court of competent jurisdiction determining that, in respect of the matterfor which the Indemnitee is seeking indemnification pursuant to this Section7.7, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct,or in the case of a criminal matter, acted with knowledge that the Indemnitee’sconduct was unlawful; *provided, further*,no indemnification pursuant to this Section 7.7 shall be available to theGeneral Partner or its Affiliates (other than a Group Member) with respect toits or their obligations incurred pursuant to the Underwriting Agreement or theNon-Competition Agreement (other than obligations incurred by the GeneralPartner on behalf of the Partnership). Any indemnification pursuant to this Section 7.7 shall be made only outof the assets of the Partnership, it being agreed that the General Partnershall not be personally liable for such indemnification and shall have noobligation to contribute or loan any monies or property to the Partnership toenable it to effectuate such indemnification.

(b)             Tothe fullest extent permitted by law, expenses (including legal fees andexpenses) incurred by an Indemnitee who is indemnified pursuant to Section7.7(a) in defending any claim, demand, action, suit or proceeding shall, fromtime to time, be advanced by the Partnership prior to a determination that theIndemnitee is not entitled to be indemnified upon receipt by the Partnership ofany undertaking by or on behalf of the Indemnitee to repay such amount if itshall be determined that the Indemnitee is not entitled to be indemnified asauthorized in this Section 7.7.

(c)             Theindemnification provided by this Section 7.7 shall be in addition to any otherrights to which an Indemnitee may be entitled under any agreement, pursuant toany vote of the holders of Outstanding Limited Partner Interests, as a matterof law or otherwise, both as to actions in the Indemnitee’s capacity as anIndemnitee and as to actions in any other capacity (including any capacityunder the Underwriting Agreement), and shall continue as to an Indemnitee whohas ceased to serve in such capacity and shall inure to the benefit of theheirs, successors, assigns and administrators of the Indemnitee.

(d)             ThePartnership may purchase and maintain (or reimburse the General Partner or itsAffiliates for the cost of) insurance, on behalf of the General Partner, itsAffiliates and such other Persons as the General Partner shall determine,against any liability that may be asserted against, or expense that may beincurred by, such Person in connection with the Partnership’s activities orsuch Person’s activities on behalf of the Partnership, regardless of whetherthe Partnership would have the power to indemnify such Person against suchliability under the provisions of this Agreement.

(e)             Forpurposes of this Section 7.7, the Partnership shall be deemed to have requestedan Indemnitee to serve as fiduciary of an employee benefit plan whenever theperformance by it of its duties to the Partnership also imposes duties on, orotherwise involves services by, it to the plan or participants or beneficiariesof the plan; excise taxes assessed on an Indemnitee with respect to an employeebenefit plan pursuant to applicable law shall constitute “*fines*”within the meaning of Section 7.7(a); and action taken or omitted by it withrespect to

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any employee benefit plan in the performance of its duties for apurpose reasonably believed by it to be in the best interest of theparticipants and beneficiaries of the plan shall be deemed to be for a purposethat is in the best interests of the Partnership.

(f)              Inno event may an Indemnitee subject the Limited Partners to personal liabilityby reason of the indemnification provisions set forth in this Agreement.

(g)             AnIndemnitee shall not be denied indemnification in whole or in part under thisSection 7.7 because the Indemnitee had an interest in the transaction withrespect to which the indemnification applies if the transaction was otherwisepermitted by the terms of this Agreement.

(h)             Theprovisions of this Section 7.7 are for the benefit of the Indemnitees, theirheirs, successors, assigns and administrators and shall not be deemed to createany rights for the benefit of any other Persons.

(i)              Noamendment, modification or repeal of this Section 7.7 or any provision hereofshall in any manner terminate, reduce or impair the right of any past, presentor future Indemnitee to be indemnified by the Partnership, nor the obligationsof the Partnership to indemnify any such Indemnitee under and in accordancewith the provisions of this Section 7.7 as in effect immediately prior to suchamendment, modification or repeal with respect to claims arising from orrelating to matters occurring, in whole or in part, prior to such amendment,modification or repeal, regardless of when such claims may arise or beasserted.

Section 7.8             *Liability of Indemnitees*.

(a)             Notwithstandinganything to the contrary set forth in this Agreement, no Indemnitee shall beliable for monetary damages to the Partnership, the Limited Partners or anyother Persons who have acquired interests in the Partnership Securities, forlosses sustained or liabilities incurred as a result of any act oromission  of an Indemnitee unless therehas been a final and non-appealable judgment entered by a court of competentjurisdiction determining that, in respect of the matter in question, theIndemnitee acted in bad faith or engaged in fraud, willful misconduct or, inthe case of a criminal matter, acted with knowledge that the Indemnitee’sconduct was criminal.

(b)             Subjectto its obligations and duties as General Partner set forth inSection 7.1(a), the General Partner may exercise any of the powers grantedto it by this Agreement and perform any of the duties imposed upon it hereundereither directly or by or through its agents, and the General Partner shall notbe responsible for any misconduct or negligence on the part of any such agentappointed by the General Partner in good faith.

(c)             Tothe extent that, at law or in equity, an Indemnitee has duties (includingfiduciary duties) and liabilities relating thereto to the Partnership or to thePartners, the General Partner and any other Indemnitee acting in connectionwith the Partnership’s business or affairs shall not be liable to thePartnership or to any Partner for its good faith reliance on the provisions ofthis Agreement.

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(d)             Anyamendment, modification or repeal of this Section 7.8 or any provision hereofshall be prospective only and shall not in any way affect the limitations onthe liability of the Indemnitees under this Section 7.8 as in effectimmediately prior to such amendment, modification or repeal with respect toclaims arising from or relating to matters occurring, in whole or in part,prior to such amendment, modification or repeal, regardless of when such claimsmay arise or be asserted.

Section 7.9             *Resolution of Conflicts of Interest; Standards of Conduct andModification of Duties*.

(a)             Unlessotherwise expressly provided in this Agreement, whenever a potential conflictof interest exists or arises between the General Partner or any of itsAffiliates (other than a Group Member or a member of the MLP Group), on the onehand, and the Partnership, any Group Member or any Limited Partner, on theother, any resolution or course of action by the General Partner or itsAffiliates in respect of such conflict of interest shall be permitted anddeemed approved by all Partners, and shall not constitute a breach of thisAgreement or of any agreement contemplated herein or therein, or of any dutystated or implied by law or equity, if the resolution or course of action inrespect of such conflict of interest is (i) approved by Special Approval, (ii)approved by the vote of a majority of the Common Units and Class B Units(excluding Common Units owned by the General Partner and its Affiliates), (iii)on terms no less favorable to the Partnership than those generally beingprovided to or available from unrelated third parties or (iv) fair andreasonable to the Partnership, taking into account the totality of therelationships between the parties involved (including other transactions thatmay be particularly favorable or advantageous to the Partnership).  The General Partner shall be authorized butnot required in connection with its resolution of such conflict of interest toseek Special Approval of such resolution, and the General Partner may alsoadopt a resolution or course of action that has not received SpecialApproval.  If Special Approval is notsought and the Board of Directors of the General Partner determines that theresolution or course of action taken with respect to a conflict of interestsatisfies either of the standards set forth in clauses (iii) or (iv) above,then it shall be presumed that, in making its decision, the Board of Directorsacted in good faith, and in any proceeding brought by any Limited Partner or byor on behalf of such Limited Partner or any other Limited Partner or thePartnership challenging such approval, the Person bringing or prosecuting suchproceeding shall have the burden of overcoming such presumption.  Notwithstanding anything to the contrary inthis Agreement or any duty otherwise existing at law or equity, the existenceof the conflicts of interest described in the Registration Statement are herebyapproved by all Partners and shall not constitute a breach of this Agreement.

(b)             Wheneverthe General Partner makes a determination or takes or declines to take anyother action, or any of its Affiliates causes it to do so, in its capacity asthe general partner of the Partnership as opposed to in its individualcapacity, whether under this Agreement, or any other agreement contemplatedhereby or otherwise, then unless another express standard is provided for inthis Agreement, the General Partner, or such Affiliates causing it to do so,shall make such determination or take or decline to take such other action ingood faith and shall not be subject to any other or different standards imposedby this Agreement, any other agreement contemplated hereby or under theDelaware Act or any other law, rule or regulation or at equity.  In order for a determination or other actionto be in “*good faith*” for purposes of thisAgreement,

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the Person or Persons making such determination or taking or decliningto take such other action must believe that the determination or other actionis in the best interests of the Partnership.

(c)             Wheneverthe General Partner makes a determination or takes or declines to take anyother action, or any of its Affiliates causes it to do so, in its individualcapacity as opposed to in its capacity as a general partner of the Partnership,whether under this Agreement or any other agreement contemplated hereby orotherwise, then the General Partner, or such Affiliates causing it to do so,are entitled to make such determination or to take or decline to take suchother action free of any fiduciary duty or obligation whatsoever to thePartnership, any Limited Partner, and the General Partner, or such Affiliatescausing it to do so, shall not be required to act in good faith or pursuant toany other standard imposed by this Agreement, any other agreement contemplatedhereby or under the Delaware Act or any other law, rule or regulation or atequity.  By way of illustration and notof limitation, whenever the phrase, “*at the option of theGeneral Partner*,” or some variation of that phrase, is used in thisAgreement, it indicates that the General Partner is acting in its individualcapacity.  For the avoidance of doubt,whenever the General Partner votes or transfers its Partnership Units, orrefrains from voting or transferring its Partnership Units, it shall be actingin its individual capacity.

(d)             Notwithstandinganything to the contrary in this Agreement, the General Partner and itsAffiliates shall have no duty or obligation, express or implied, to (i) sell orotherwise dispose of any asset of the Partnership Group other than in theordinary course of business or (ii) permit any Group Member to use anyfacilities or assets of the General Partner and its Affiliates, except as maybe provided in contracts entered into from time to time specifically dealingwith such use.  Any determination by theGeneral Partner or any of its Affiliates to enter into such contracts shall beat its option.

(e)             Exceptas expressly set forth in this Agreement, neither the General Partner nor anyother Indemnitee shall have any duties or liabilities, including fiduciaryduties, to the Partnership or any Limited Partner and the provisions of thisAgreement, to the extent that they restrict or otherwise modify the duties andliabilities, including fiduciary duties, of the General Partner or any otherIndemnitee otherwise existing at law or in equity, are agreed by the Partnersto replace such other duties and liabilities of the General Partner or suchother Indemnitee.

(f)              TheUnitholders hereby authorize the General Partner, on behalf of the Partnershipas a partner or member of a Group Member, to approve of actions by the generalpartner or managing member of such Group Member similar to those actionspermitted to be taken by the General Partner pursuant to this Section 7.9.

Section 7.10           *Other Matters Concerning the General Partner*.

(a)             TheGeneral Partner may rely and shall be protected in acting or refraining fromacting upon any resolution, certificate, statement, instrument, opinion,report, notice, request, consent, order, bond, debenture or other paper ordocument believed by it to be genuine and to have been signed or presented bythe proper party or parties.

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(b)             TheGeneral Partner may consult with legal counsel, accountants, appraisers,management consultants, investment bankers and other consultants and advisersselected by it, and any act taken or omitted to be taken in reliance upon theopinion (including an Opinion of Counsel) of such Persons as to matters thatthe General Partner reasonably believes to be within such Person’s professionalor expert competence shall be conclusively presumed to have been done oromitted in good faith and in accordance with such opinion.

(c)             TheGeneral Partner shall have the right, in respect of any of its powers orobligations hereunder, to act through any of its duly authorized officers, aduly appointed attorney or attorneys-in-fact or the duly authorized officers ofthe Partnership.  Each such attorneyshall, to the extent provided by the General Partner in the power of attorney,have full power and authority to do and perform each and every act and dutythat is permitted or required to be done by the General Partner hereunder.

Section 7.11           *Purchase or Sale of Partnership Securities*.

The General Partner may cause the Partnership topurchase or otherwise acquire Partnership Securities, which shall be held bythe Partnership as treasury securities unless they are expressly canceled byaction of an appropriate officer of the General Partner.  As long as Partnership Securities are held byany Group Member, such Partnership Securities shall not be consideredOutstanding for any purpose, except as otherwise provided herein.  The General Partner or any of its Affiliatesmay also purchase or otherwise acquire and sell or otherwise dispose ofPartnership Securities for their own account, subject to the provisions ofArticles IV and X.

Section 7.12           *Registration Rights of the General Partner and its Affiliates*.

(a)             If(i) the General Partner or any Affiliate of the General Partner (including forpurposes of this Section 7.12, any Person that is an Affiliate of the GeneralPartner at the date hereof notwithstanding that it may later cease to be anAffiliate of the General Partner) holds Partnership Securities that it desiresto sell and (ii) Rule 144 of the Securities Act (or any successor rule orregulation to Rule 144) or another exemption from registration is not availableto enable such holder of such Partnership Securities (the “*Holder*”)to dispose of the number of such Partnership Securities it desires to sell atthe time it desires to do so without registration under the Securities Act,then at the option and upon the request of the Holder, the Partnership shallfile with the Commission as promptly as practicable after receiving suchrequest, and use all commercially reasonable efforts to cause to becomeeffective no later than 120 days after the date of filing of the registration statementand remain effective for a period of not less than six months following itseffective date or such shorter period as shall terminate when all PartnershipSecurities covered by such registration statement have been sold, aregistration statement under the Securities Act registering the offering andsale of the number of Partnership Securities specified by the Holder; *provided, however*, that the Partnership shall not berequired to effect more than three registrations pursuant to this Section7.12(a) and Section 7.12(b); and *provided, further, however*,that if the Conflicts Committee determines in good faith that the requestedregistration would be materially detrimental to the Partnership and itsPartners because such registration would (x) materially interfere with asignificant acquisition, reorganization or other similar transaction involvingthe Partnership or the MLP, (y) require premature disclosure of

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material information that the Partnership has a bona fide businesspurpose for preserving as confidential or (z) render the Partnership unable tocomply with requirements under applicable securities laws, then the Partnershipshall have the right to postpone such requested registration for a period ofnot more than three months after receipt of the Holder’s request, such rightpursuant to this Section 7.12(a) or Section 7.12(b) not to be utilized morethan once in any twelve-month period. Except as provided in the preceding sentence, the Partnership shall bedeemed not to have used all commercially reasonable efforts to keep theregistration statement effective during the applicable period if it voluntarilytakes any action that would result in Holders of Partnership Securities coveredthereby not being able to offer and sell such Partnership Securities at anytime during such period, unless such action is required by applicable law.  In connection with any registration pursuantto the first sentence of this Section 7.12(a), the Partnership shall (i)promptly prepare and file (A) such documents as may be necessary to register orqualify the securities subject to such registration under the securities lawsof such states as the Holder shall reasonably request; *provided,however*, that no such qualification shall be required in anyjurisdiction where, as a result thereof, the Partnership would become subjectto general service of process or to taxation or qualification to do business asa foreign corporation or partnership doing business in such jurisdiction solelyas a result of such registration, and (B) such documents as may be necessary toapply for listing or to list the Partnership Securities subject to suchregistration on such National Securities Exchange as the Holder shallreasonably request, and (ii) do any and all other acts and things that may benecessary or appropriate to enable the Holder to consummate a public sale ofsuch Partnership Securities in such states. Except as set forth in Section7.12(d), all costs and expenses of any such registration and offering (otherthan the underwriting discounts and commissions) shall be paid by thePartnership, without reimbursement by the Holder.

(b)             Ifany Holder holds Partnership Securities that it desires to sell and Rule 144 ofthe Securities Act (or any successor rule or regulation to Rule 144) or anotherexemption from registration is not available to enable such Holder to disposeof the number of Partnership Securities it desires to sell at the time itdesires to do so without registration under the Securities Act, then at theoption and upon the request of the Holder, the Partnership shall file with theCommission as promptly as practicable after receiving such request, and use allcommercially reasonable efforts to cause to become effective no later than 120days after the date of filing of the registration statement and remaineffective for a period of not less than six months following its effective dateor such shorter period as shall terminate when all Partnership Securitiescovered by such shelf registration statement have been sold, a “*shelf*” registration statement covering the PartnershipSecurities specified by the Holder on an appropriate form under Rule 415 underthe Securities Act, or any similar rule that may be adopted by the Commission; *provided,**however*, thatthe Partnership shall not be required to effect more than three registrationspursuant to Section 7.12(a) and this Section 7.12(b); and *provided,further, however*, that if the Conflicts Committee determines in goodfaith that any offering under, or the use of any prospectus forming a part of,the shelf registration statement would be materially detrimental to thePartnership and its Partners because such offering or use would (x) materiallyinterfere with a significant acquisition, reorganization or other similartransaction involving the Partnership or the MLP, (y) require prematuredisclosure of material information that the Partnership has a bona fidebusiness purpose for preserving as confidential or (z) render the Partnershipunable to comply with requirements under applicable securities laws, then thePartnership shall have the right to suspend such offering or use for a periodof not more than three months after receipt of

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the Holder’s request, such right pursuant to Section 7.12(a) or thisSection 7.12(b) not to be utilized more than once in any twelve-monthperiod.  Except as provided in thepreceding sentence, the Partnership shall be deemed not to have used allcommercially reasonable efforts to keep the shelf registration statementeffective during the applicable period if it voluntarily takes any action thatwould result in Holders of Partnership Securities covered thereby not beingable to offer and sell such Partnership Securities at any time during suchperiod, unless such action is required by applicable law.  In connection with any shelf registrationpursuant to this Section 7.12(b), the Partnership shall (i) promptly prepareand file (A) such documents as may be necessary to register or qualify thesecurities subject to such shelf registration under the securities laws of suchstates as the Holder shall reasonably request; *provided,however*, that no such qualification shall be required in anyjurisdiction where, as a result thereof, the Partnership would become subjectto general service of process or to taxation or qualification to do business asa foreign corporation or partnership doing business in such jurisdiction solelyas a result of such shelf registration, and (B) such documents as may benecessary to apply for listing or to list the Partnership Securities subject tosuch shelf registration on such National Securities Exchange as the Holdershall reasonably request, and (ii) do any and all other acts and things thatmay be necessary or appropriate to enable the Holder to consummate a publicsale of such Partnership Securities in such states.  Except as set forth in Section 7.12(d), allcosts and expenses of any such shelf registration and offering (other than theunderwriting discounts and commissions) shall be paid by the Partnership,without reimbursement by the Holder.

(c)             Ifthe Partnership shall at any time propose to file a registration statementunder the Securities Act for an offering of equity securities of thePartnership for cash (other than an offering relating solely to an employeebenefit plan), the Partnership shall use all commercially reasonable efforts toinclude such number or amount of securities held by the Holder in suchregistration statement as the Holder shall request; *provided*,that the Partnership is not required to make any effort or take an action to soinclude the securities of the Holder once the registration statement isdeclared effective by the Commission, including any registration statementproviding for the offering from time to time of securities pursuant to Rule 415of the Securities Act. If the proposed offering pursuant to this Section7.12(c) shall be an underwritten offering, then, in the event that the managingunderwriter or managing underwriters of such offering advise the Partnershipand the Holder in writing that in their opinion the inclusion of all or some ofthe Holder’s Partnership Securities would adversely and materially affect thesuccess of the offering, the Partnership shall include in such offering onlythat number or amount, if any, of securities held by the Holder that, in theopinion of the managing underwriter or managing underwriters, will not soadversely and materially affect the offering. Except as set forth in Section7.12(d), all costs and expenses of any such registration and offering (other thanthe underwriting discounts and commissions) shall be paid by the Partnership,without reimbursement by the Holder.

(d)             Ifunderwriters are engaged in connection with any registration referred to inthis Section 7.12, the Partnership shall provide indemnification,representations, covenants, opinions and other assurance to the underwriters inform and substance reasonably satisfactory to such underwriters. Further, inaddition to and not in limitation of the Partnership’s obligation under Section7.7, the Partnership shall, to the fullest extent permitted by law, indemnifyand hold harmless the Holder, its officers, directors and each Person whocontrols the Holder (within the meaning of the Securities Act) and any agentthereof (collectively, “*Indemnified Persons*”)

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from and against any and all losses, claims, damages, liabilities,joint or several, expenses (including legal fees and expenses), judgments,fines, penalties, interest, settlements or other amounts arising from any andall claims, demands, actions, suits or proceedings, whether civil, criminal,administrative or investigative, in which any Indemnified Person may beinvolved, or is threatened to be involved, as a party or otherwise, under theSecurities Act or otherwise (hereinafter referred to in this Section 7.12(d) asa “*claim*” and in the plural as “*claims*”) based upon, arising out of or resulting from anyuntrue statement or alleged untrue statement of any material fact contained inany registration statement under which any Partnership Securities wereregistered under the Securities Act or any state securities or Blue Sky laws,in any preliminary prospectus (if used prior to the effective date of suchregistration statement), or in any summary or final prospectus or in anyamendment or supplement thereto (if used during the period the Partnership isrequired to keep the registration statement current), or arising out of, basedupon or resulting from the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statementsmade therein not misleading; *provided, however*,that the Partnership shall not be liable to any Indemnified Person to theextent that any such claim arises out of, is based upon or results from anuntrue statement or alleged untrue statement or omission or alleged omissionmade in such registration statement, such preliminary, summary or finalprospectus or such amendment or supplement, in reliance upon and in conformitywith written information furnished to the Partnership by or on behalf of suchIndemnified Person specifically for use in the preparation thereof.

(e)             Theprovisions of Sections 7.12(a), 7.12(b) and 7.12(c) shall continue to beapplicable with respect to the General Partner (and any of the General Partner’sAffiliates) after it ceases to be a Partner of the Partnership, during a periodof two years subsequent to the effective date of such cessation and for so longthereafter as is required for the Holder to sell all of the PartnershipSecurities with respect to which it has requested during such two-year periodinclusion in a registration statement otherwise filed or that a registrationstatement be filed; *provided, however*,that the Partnership shall not be required to file successive registrationstatements covering the same Partnership Securities for which registration wasdemanded during such two-year period. The provisions of Section 7.12(d) shallcontinue in effect thereafter.

(f)              Therights to cause the Partnership to register Partnership Securities pursuant tothis Section 7.12 may be assigned (but only with all related obligations) by aHolder to a transferee or assignee of such Partnership Securities, provided (i)the Partnership is, within a reasonable time after such transfer, furnishedwith written notice of the name and address of such transferee or assignee andthe Partnership Securities with respect to which such registration rights arebeing assigned; and (ii) such transferee or assignee agrees in writing to bebound by and subject to the terms set forth in this Section 7.12.

(g)             Anyrequest to register Partnership Securities pursuant to this Section 7.12 shall(i) specify the Partnership Securities intended to be offered and sold by thePerson making the request, (ii) express such Person’s present intent to offersuch Partnership Securities for distribution, (iii) describe the nature ormethod of the proposed offer and sale of Partnership Securities, and (iv)contain the undertaking of such Person to provide all such information andmaterials and take all action as may be required in order to permit thePartnership to comply with all applicable requirements in connection with theregistration of such Partnership Securities.

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Section 7.13           *Reliance by Third Parties*.

Notwithstanding anything to the contrary in thisAgreement, any Person dealing with the Partnership shall be entitled to assumethat the General Partner and any officer of the General Partner authorized bythe General Partner to act on behalf of and in the name of the Partnership hasfull power and authority to encumber, sell or otherwise use in any manner anyand all assets of the Partnership and to enter into any authorized contracts onbehalf of the Partnership, and such Person shall be entitled to deal with theGeneral Partner or any such officer as if it were the Partnership’s sole partyin interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or otherremedies that may be available against such Person to contest, negate ordisaffirm any action of the General Partner or any such officer in connectionwith any such dealing.  In no event shallany Person dealing with the General Partner or any such officer or itsrepresentatives be obligated to ascertain that the terms of this Agreement havebeen complied with or to inquire into the necessity or expedience of any act oraction of the General Partner or any such officer or its representatives.  Each and every certificate, document or otherinstrument executed on behalf of the Partnership by the General Partner or anysuch officer or its representatives shall be conclusive evidence in favor ofany and every Person relying thereon or claiming thereunder that (a) at thetime of the execution and delivery of such certificate, document or instrument,this Agreement was in full force and effect, (b) the Person executing anddelivering such certificate, document or instrument was duly authorized andempowered to do so for and on behalf of the Partnership and (c) suchcertificate, document or instrument was duly executed and delivered inaccordance with the terms and provisions of this Agreement and is binding uponthe Partnership.

**ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTS**

Section 8.1             *Records and Accounting*.

The General Partner shall keep or cause to be kept atthe principal office of the Partnership appropriate books and records withrespect to the Partnership’s business, including all books and recordsnecessary to provide to the Limited Partners any information required to beprovided pursuant to Section 3.4(a).  Anybooks and records maintained by or on behalf of the Partnership in the regularcourse of its business, including the record of the Record Holders of Units orother Partnership Securities, books of account and records of Partnership proceedings,may be kept on, or be in the form of, computer disks, hard drives, punch cards,magnetic tape, photographs, micrographics or any other information storagedevice; *provided*, that the books and records somaintained are convertible into clearly legible written form within areasonable period of time.  The books ofthe Partnership shall be maintained, for financial reporting purposes, on anaccrual basis in accordance with U.S. GAAP.

Section 8.2             *Fiscal Year*.

The fiscal year of the Partnership shall be a fiscalyear ending December 31.

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Section 8.3             *Reports*.

(a)             Assoon as practicable, but in no event later than 120 days after the close ofeach fiscal year of the Partnership, the General Partner shall cause to befurnished or made available , by any reasonable means (including posting on thePartnership’s website), to each Record Holder of a Unit as of a date selectedby the General Partner, an annual report containing financial statements of thePartnership for such fiscal year of the Partnership, presented in accordancewith U.S. GAAP, including a balance sheet and statements of operations,Partnership equity and cash flows, such statements to be audited by a firm ofindependent public accountants selected by the General Partner.

(b)             Assoon as practicable, but in no event later than 90 days after the close of eachQuarter except the last Quarter of each fiscal year, the General Partner shallcause to be furnished or made available, by any reasonable means (includingposting on the Partnership’s website), to each Record Holder of a Unit, as of adate selected by the General Partner, a report containing unaudited financialstatements of the Partnership and such other information as may be required byapplicable law, regulation or rule of any National Securities Exchange on whichthe Units are listed or admitted for trading, or as the General Partnerdetermines to be necessary or appropriate.

**ARTICLE IXTAX MATTERS**

Section 9.1             *Tax Returns and Information*.

The Partnership shall timely file all returns of thePartnership that are required for federal, state and local income tax purposeson the basis of the accrual method and a taxable year ending on December31.  The tax information reasonablyrequired by Record Holders for federal and state income tax reporting purposeswith respect to a taxable year shall be furnished to them within 90 days of theclose of the calendar year in which the Partnership’s taxable year ends.  The classification, realization andrecognition of income, gain, losses and deductions and other items shall be onthe accrual method of accounting for federal income tax purposes.

Section 9.2             *Tax Elections*.

(a)             ThePartnership shall make the election under Section 754 of the Code in accordancewith applicable regulations thereunder, subject to the reservation of the rightto seek to revoke any such election upon the General Partner’s determinationthat such revocation is in the best interests of the Limited Partners.  Notwithstanding any other provision hereincontained, for the purposes of computing the adjustments under Section 743(b)of the Code, the General Partner shall be authorized (but not required) toadopt a convention whereby the price paid by a transferee of a Limited PartnerInterest will be deemed to be the lowest quoted closing price of the LimitedPartner Interests on any National Securities Exchange on which such LimitedPartner Interests are listed or admitted for trading during the calendar monthin which such transfer is deemed to occur pursuant to Section 6.2(g) without regardto the actual price paid by such transferee.

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(b)             Exceptas otherwise provided herein, the General Partner shall determine whether thePartnership should make any other elections permitted by the Code.

Section 9.3             *Tax Controversies*.

Subject to the provisions hereof, the General Partneris designated as the Tax Matters Partner (as defined in the Code) and isauthorized and required to represent the Partnership (at the Partnership’sexpense) in connection with all examinations of the Partnership’s affairs bytax authorities, including resulting administrative and judicial proceedings,and to expend Partnership funds for professional services and costs associatedtherewith.  Each Partner agrees tocooperate with the General Partner and to do or refrain from doing any or allthings reasonably required by the General Partner to conduct such proceedings.

Section 9.4             *Withholding*.

Notwithstanding any other provision of this Agreement,the General Partner is authorized to take any action that may be required to causethe Partnership to comply with any withholding requirements established underthe Code or any other federal, state or local law including, withoutlimitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.  To the extent that the Partnership isrequired or elects to withhold and pay over to any taxing authority any amountresulting from the allocation or distribution of income to any Partner(including, without limitation, by reason of Section 1446 of the Code), theGeneral Partner may treat the amount withheld as a distribution of cashpursuant to Section 6.3 in the amount of such withholding from such Partner.

**ARTICLE XADMISSION OF PARTNERS**

Section 10.1           *Admission of Initial Limited Partners*.

(a)             Byacceptance of the transfer of any Limited Partner Interests in accordance withthis Section 10.1 or the issuance of any Limited Partner Interests in a mergeror consolidation pursuant to Article XIV, and except as provided in Section4.8, each transferee of a Limited Partner Interest (including any nomineeholder or an agent or representative acquiring such Limited Partner Interestsfor the account of another Person) (i) shall be admitted to the Partnership asa Limited Partner with respect to the Limited Partner Interests so transferredto such Person when any such transfer or admission is reflected in the booksand records of the Partnership, with or without execution of this Agreement,(ii) shall become bound by the terms of, and shall be deemed to have executed,this Agreement, (iii) shall become the Record Holder of the Limited PartnerInterests so transferred, (iv) represents that the transferee has the capacity,power and authority to enter into this Agreement, (v) grants the powers ofattorney set forth in this Agreement and (vi) makes the consents and waiverscontained in this Agreement. The transfer of any Limited Partner Interests andthe admission of any new Limited Partner shall not constitute an amendment tothis Agreement.  A Person may become aRecord Holder of a Limited Partner Interest without the consent or approval ofany of the Partners.  A Person may notbecome a Limited Partner without acquiring a Limited Partner Interest and untilsuch Person is reflected in the books and records of the Partnership as theRecord Holder of such Limited

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Partner Interest.  The rights andobligations of a Person who is a Non citizen Assignee shall be determined inaccordance with Section 4.8 hereof.

(b)             Thename and mailing address of each Limited Partner shall be listed on the booksand records of the Partnership maintained for such purpose by the Partnershipor the Transfer Agent.  The GeneralPartner shall update the books and records of the Partnership from time to timeas necessary to reflect accurately the information therein (or shall cause theTransfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, asprovided in Section 4.1 hereof.

(c)             Anytransfer of a Limited Partner Interest shall not entitle the transferee toshare in the profits and losses, to receive distributions, to receiveallocations of income, gain, loss, deduction or credit or any similar item orto any other rights to which the transferor was entitled until the transfereebecomes a Limited Partner pursuant to Section 10.1(a).

Section 10.2           *Admission of Successor General Partner*.

A successor General Partner approved pursuant toSection 11.1 or 11.2 or the transferee of or successor to all of the GeneralPartner Interest pursuant to Section 4.6 who is proposed to be admitted as a successorGeneral Partner shall be admitted to the Partnership as the General Partnereffective immediately prior to the withdrawal or removal of the predecessor ortransferring General Partner pursuant to Section 11.1 or 11.2 or the transferof such General Partner’s General Partner Interest pursuant to Section 4.6; *provided, however*, that no such successor shall be admittedto the Partnership until compliance with the terms of Section 4.6 has occurredand such successor has executed and delivered such other documents orinstruments as may be required to effect such admission.  Any such successor shall, subject to theterms hereof, carry on the business of the Partnership without dissolution.

Section 10.3           *Amendment of Agreement and Certificate of Limited Partnership*.

To effect the admission to the Partnership of anyPartner, the General Partner shall take all steps necessary and appropriateunder the Delaware Act to amend the records of the Partnership to reflect suchadmission and, if necessary, to prepare as soon as practicable an amendment tothis Agreement and, if required by law, the General Partner shall prepare andfile an amendment to the Certificate of Limited Partnership, and the GeneralPartner may for this purpose, among others, exercise the power of attorneygranted pursuant to Section 2.6.

**ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERS**

Section 11.1           *Withdrawal of the General Partner*.

(a)             TheGeneral Partner shall be deemed to have withdrawn from the Partnership upon theoccurrence of any one of the following events (each such event herein referredto as an “*Event of Withdrawal*”):

(i)                the General Partner voluntarilywithdraws from the Partnership by giving written notice to the other Partners;

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(ii)               the General Partner transfers allof its rights as General Partner pursuant to Section 4.6;

(iii)              the General Partner is removedpursuant to Section 11.2;

(iv)             the General Partner (A) makes ageneral assignment for the benefit of creditors; (B) files a voluntarybankruptcy petition for relief under Chapter 7 of the United States BankruptcyCode; (C) files a petition or answer seeking for itself a liquidation,dissolution or similar relief (but not a reorganization) under any law; (D)files an answer or other pleading admitting or failing to contest the materialallegations of a petition filed against the General Partner in a proceeding ofthe type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E)seeks, consents to or acquiesces in the appointment of a trustee (but not adebtor-in-possession), receiver or liquidator of the General Partner or of allor any substantial part of its properties;

(v)              a final and non-appealable orderof relief under Chapter 7 of the United States Bankruptcy Code is entered by acourt with appropriate jurisdiction pursuant to a voluntary or involuntarypetition by or against the General Partner; or

(vi)             (A) in the event the GeneralPartner is a corporation, a certificate of dissolution or its equivalent isfiled for the General Partner, or 90 days expire after the date of notice tothe General Partner of revocation of its charter without a reinstatement of itscharter, under the laws of its state of incorporation; (B) in the event theGeneral Partner is a partnership or a limited liability company, thedissolution and commencement of winding up of the General Partner; (C) in theevent the General Partner is acting in such capacity by virtue of being atrustee of a trust, the termination of the trust; (D) in the event the GeneralPartner is a natural person, his death or adjudication of incompetency; and (E)otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing GeneralPartner shall give notice to the Limited Partners within 30 days after suchoccurrence.  The Partners hereby agreethat only the Events of Withdrawal described in this Section 11.1 shall resultin the withdrawal of the General Partner from the Partnership.

(b)             Withdrawalof the General Partner from the Partnership upon the occurrence of an Event ofWithdrawal shall not constitute a breach of this Agreement under the followingcircumstances:  (i) at any time duringthe period beginning on the Closing Date and ending at 12:00 midnight, CentralStandard Time, on September 30, 2016, the General Partner voluntarilywithdraws by giving at least 90 days’ advance notice of its intention towithdraw to the Limited Partners; *provided*, thatprior to the effective date of such withdrawal, the withdrawal is approved byUnitholders holding at least a majority of the Outstanding Common Units andClass B Units (excluding Common Units and Class B Units held by the GeneralPartner and its Affiliates) and the General Partner delivers to the Partnershipan Opinion of Counsel (“*Withdrawal Opinion ofCounsel*”) that such withdrawal (following the selection of thesuccessor General Partner) would not result in the loss of the limitedliability of any Limited Partner or any Group Member or cause any Group Memberto be treated as an association taxable as a corporation or otherwise to betaxed as an entity for federal income tax purposes (to

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the extent not previously treated or taxed as such); (ii) at any timeafter 12:00 midnight, Central Standard Time, on September 30, 2016, theGeneral Partner voluntarily withdraws by giving at least 90 days’ advancenotice to the Unitholders, such withdrawal to take effect on the date specifiedin such notice; (iii) at any time that the General Partner ceases to be theGeneral Partner pursuant to Section 11.1(a)(ii) or is removed pursuant toSection 11.2; or (iv) notwithstanding clause (i) of this sentence, at any timethat the General Partner voluntarily withdraws by giving at least 90 days’advance notice of its intention to withdraw to the Limited Partners, suchwithdrawal to take effect on the date specified in the notice, if at the timesuch notice is given one Person and its Affiliates (other than the GeneralPartner and its Affiliates) own beneficially or of record or control at least50% of the Outstanding Units.  Thewithdrawal of the General Partner from the Partnership upon the occurrence ofan Event of Withdrawal shall also constitute the withdrawal of the GeneralPartner as general partner or managing member, to the extent applicable, of theother Group Members.  If the GeneralPartner gives a notice of withdrawal pursuant to Section 11.1(a)(i), theholders of a Unit Majority, may, prior to the effective date of suchwithdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automaticallybecome the successor general partner or managing member, to the extentapplicable, of the other Group Members of which the General Partner is ageneral partner or a managing member. If, prior to the effective date of the General Partner’s withdrawalpursuant to Section 11.1(a)(i), a successor is not selected by the Unitholdersas provided herein or the Partnership does not receive a Withdrawal Opinion ofCounsel, the Partnership shall be dissolved in accordance with Section12.1.  Any successor General Partnerelected in accordance with the terms of this Section 11.1 shall be subject tothe provisions of Section 10.2.

Section 11.2           *Removal of the General Partner*.

The General Partner may be removed if such removal isapproved by the Unitholders holding at least 66 2⁄3% of the OutstandingUnits (including Units held by the General Partner and its Affiliates).  Any such action by such holders for removalof the General Partner must also provide for the election of a successorGeneral Partner by the Unitholders holding a majority of Outstanding Units(including Units held by the General Partner and its Affiliates).  Such removal shall be effective immediatelyfollowing the admission of a successor General Partner pursuant to Section10.2.  The removal of the General Partnershall also automatically constitute the removal of the General Partner asgeneral partner or managing member, to the extent applicable, of the otherGroup Members of which the General Partner is a general partner or a managingmember.  If a Person is elected as asuccessor General Partner in accordance with the terms of this Section 11.2,such Person shall, upon admission pursuant to Section 10.2, automatically becomea successor general partner or managing member, to the extent applicable, ofthe other Group Members of which the General Partner is a general partner or amanaging member.  The right of theholders of Outstanding Units to remove the General Partner shall not exist orbe exercised unless the Partnership has received an opinion opining as to thematters covered by a Withdrawal Opinion of Counsel.  Any successor General Partner elected inaccordance with the terms of this Section 11.2 shall be subject to theprovisions of Section 10.2.

Section 11.3           *Interest of Departing General Partner and Successor General Partner*.

(a)             Inthe event of (i) withdrawal of the General Partner under circumstances wheresuch withdrawal does not violate this Agreement or (ii) removal of the GeneralPartner by

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the holders of Outstanding Units under circumstances where Cause doesnot exist, if a successor General Partner is elected in accordance with theterms of Section 11.1 or 11.2, the Departing General Partner shall have theoption exercisable prior to the effective date of the departure of suchDeparting General Partner to require its successor to purchase (x) its GeneralPartner Interest and (y) its general partner interest (or equivalent interest),if any, in the other Group Members ((x) and (y) collectively, the “*Combined Interest*”) in exchange for an amount in cash equalto the fair market value of such Combined Interest, such amount to bedetermined and payable as of the effective date of its departure or, if thereis not agreement as to the fair market value of such Combined Interest at theeffective date of departure, within ten (10) days after such fair market valueis determined pursuant to this Section 11.3(a). If the General Partner is removed by the Unitholders under circumstanceswhere Cause exists or if the General Partner withdraws under circumstanceswhere such withdrawal violates this Agreement, and if a successor GeneralPartner is elected in accordance with the terms of Section 11.1 or 11.2 (or ifthe business of the Partnership is continued pursuant to Section 12.2 and thesuccessor General Partner is not the former General Partner), such successorshall have the option, exercisable prior to the effective date of the departureof such Departing General Partner (or, in the event the business of thePartnership is continued, prior to the date the business of the Partnership iscontinued), to purchase the Combined Interest of the Departing General Partnerfor such fair market value of such Combined Interest of the Departing GeneralPartner.  In either event, the DepartingGeneral Partner shall be entitled to receive all reimbursements due suchDeparting General Partner pursuant to Section 7.4, including anyemployee-related liabilities (including severance liabilities), incurred inconnection with the termination of any employees employed by the DepartingGeneral Partner for the benefit of the Partnership or the other Group Members.

For purposes of this Section 11.3(a), the fair marketvalue of a Departing General Partner’s Combined Interest shall be determined byagreement between the Departing General Partner and its successor or, failingagreement within 30 days after the effective date of such Departing GeneralPartner’s departure, by an independent investment banking firm or otherindependent expert selected by the Departing General Partner and its successor,which, in turn, may rely on other experts, and the determination of which shallbe conclusive as to such matter.  If suchparties cannot agree upon one independent investment banking firm or otherindependent expert within 45 days after the effective date of such departure,then the Departing General Partner shall designate an independent investmentbanking firm or other independent expert, the Departing General Partner’ssuccessor shall designate an independent investment banking firm or otherindependent expert, and such firms or experts shall mutually select a thirdindependent investment banking firm or independent expert, which thirdindependent investment banking firm or other independent expert shall determinethe fair market value of the Combined Interest of the Departing GeneralPartner.  In making its determination,such third independent investment banking firm or other independent expert mayconsider the then current trading price of Units on any National SecuritiesExchange on which Units are then listed or admitted for trading, the value ofthe Partnership’s assets, the rights and obligations of the Departing GeneralPartner and other factors it may deem relevant.

(b)             Ifthe Combined Interest is not purchased in the manner set forth in Section11.3(a), the Departing General Partner (or its transferee) shall become aLimited Partner and its Combined Interest shall be converted into Common Unitspursuant to a valuation made by an investment banking firm or other independentexpert selected pursuant to Section 11.3(a),

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without reduction in such Partnership Interest (but subject toproportionate dilution by reason of the admission of its successor).  Any successor General Partner shall indemnifythe Departing General Partner (or its transferee) as to all debts andliabilities of the Partnership arising on or after the date on which theDeparting General Partner (or its transferee) becomes a Limited Partner.  For purposes of this Agreement, conversion ofthe Combined Interest of the Departing General Partner to Common Units will becharacterized as if such General Partner (or its transferee) contributed itsCombined Interest to the Partnership in exchange for the newly issued CommonUnits.

Section 11.4           *Withdrawal of Limited Partners*.

No Limited Partner shall have any right to withdrawfrom the Partnership; *provided, however*,that when a transferee of a Limited Partner’s Limited Partner Interest becomesa Record Holder of the Limited Partner Interest so transferred, suchtransferring Limited Partner shall cease to be a Limited Partner with respectto the Limited Partner Interest so transferred.

**ARTICLE XIIDISSOLUTION AND LIQUIDATION**

Section 12.1           *Dissolution*.

The Partnership shall not be dissolved by theadmission of additional Limited Partners or by the admission of a successorGeneral Partner in accordance with the terms of this Agreement.  Upon the removal or withdrawal of the GeneralPartner, if a successor General Partner is elected pursuant to Section 11.1 or11.2, the Partnership shall not be dissolved and such successor General Partnershall continue the business of the Partnership. The Partnership shall dissolve, and (subject to Section 12.2) itsaffairs shall be wound up, upon:

(a)             anEvent of Withdrawal of the General Partner as provided in Section 11.1(a)(other than Section 11.1(a)(ii)), unless a successor is elected and an Opinionof Counsel is received as provided in Section 11.1(b) or 11.2 and suchsuccessor is admitted to the Partnership pursuant to Section 10.2;

(b)             anelection to dissolve the Partnership by the General Partner that is approved bythe holders of a Unit Majority;

(c)             theentry of a decree of judicial dissolution of the Partnership pursuant to theprovisions of the Delaware Act; or

(d)           atany time there are no Limited Partners, unless the Partnership is continuedwithout dissolution in accordance with the Delaware Act.

Section 12.2           *Continuation of the Business of the Partnership After Dissolution*.

Upon (a) dissolution of the Partnership following anEvent of Withdrawal caused by the withdrawal or removal of the General Partneras provided in Section 11.1(a)(i) or (iii) and the failure of the Partners toselect a successor to such Departing General Partner pursuant to Section 11.1or 11.2, then within 90 days thereafter, or (b) dissolution of the Partnershipupon an event

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constituting an Event ofWithdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximumextent permitted by law, within 180 days thereafter, the holders of a UnitMajority may elect to continue the Partnership on the same terms and conditionsset forth in this Agreement by appointing as a the successor General Partner aPerson approved by the holders of a Unit Majority.  Unless such an election is made within theapplicable time period as set forth above, the Partnership shall conduct onlyactivities necessary to wind up its affairs. If such an election is so made, then:

(i)                the Partnership shall continuewithout dissolution unless earlier dissolved in accordance with this ArticleXII;

(ii)               if the successor General Partneris not the former General Partner, then the interest of the former GeneralPartner shall be treated in the manner provided in Section 11.3; and

(iii)              the successor General Partnershall be admitted to the Partnership as General Partner, effective as of theEvent of Withdrawal, by agreeing in writing to be bound by this Agreement; *provided*, that the right of the holders of a Unit Majorityto approve a successor General Partner and to continue the business of thePartnership shall not exist and may not be exercised unless the Partnership hasreceived an Opinion of Counsel that (x) the exercise of the right would notresult in the loss of limited liability of any Limited Partner and (y) neitherthe Partnership nor the MLP would be treated as an association taxable as acorporation or otherwise be taxable as an entity for federal income taxpurposes upon the exercise of such right to continue (to the extent not alreadyso treated or taxed).

Section 12.3           *Liquidator*.

Upon dissolution of the Partnership, unless thePartnership is continued pursuant to Section 12.2, the General Partner shallselect one or more Persons to act as Liquidator.  The Liquidator (if other than the GeneralPartner) shall be entitled to receive such compensation for its services as maybe approved by holders of at least a majority of the Outstanding Common Unitsvoting as a single class.  The Liquidator(if other than the General Partner) shall agree not to resign at any timewithout 15 days’ prior notice and may be removed at any time, with or withoutcause, by notice of removal approved by holders of at least a majority of theOutstanding Common Units voting as a single class.  Upon dissolution, removal or resignation ofthe Liquidator, a successor and substitute Liquidator (who shall have andsucceed to all rights, powers and duties of the original Liquidator) shallwithin 30 days thereafter be approved by holders of at least a majority of theOutstanding Common Units voting as a single class.  The right to approve a successor orsubstitute Liquidator in the manner provided herein shall be deemed to referalso to any such successor or substitute Liquidator approved in the mannerherein provided.  Except as expresslyprovided in this Article XII, the Liquidator approved in the manner providedherein shall have and may exercise, without further authorization or consent ofany of the parties hereto, all of the powers conferred upon the General Partnerunder the terms of this Agreement (but subject to all of the applicablelimitations, contractual and otherwise, upon the exercise of such powers, otherthan the limitation on sale set forth in Section 7.3) necessary or appropriateto carry out the duties and functions of the Liquidator hereunder for andduring the

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period of time requiredto complete the winding up and liquidation of the Partnership as provided forherein.

Section 12.4           *Liquidation*.

The Liquidator shall proceed to dispose of the assetsof the Partnership, discharge its liabilities, and otherwise wind up itsaffairs in such manner and over such period as the Liquidator determines to bein the best interest of the Partners, subject to Section 17-804 of the DelawareAct and the following:

(a)             *Disposition of Assets*. The assets may be disposed of by public or private sale or bydistribution in kind to one or more Partners on such terms as the Liquidatorand such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving theproperty shall be deemed for purposes of Section 12.4(c) to have received cashequal to its fair market value; and contemporaneously therewith, appropriatecash distributions must be made to the other Partners.  The Liquidator may defer liquidation ordistribution of the Partnership’s assets for a reasonable time if it determinesthat an immediate sale or distribution of all or some of the Partnership’sassets would be impractical or would cause undue loss to the Partners.  The Liquidator may distribute the Partnership’sassets, in whole or in part, in kind if it determines that a sale would beimpractical or would cause undue loss to the Partners.

(b)             *Discharge of Liabilities*. Liabilities of the Partnership include amounts owed to the Liquidator ascompensation for serving in such capacity (subject to the terms of Section12.3) and amounts to Partners otherwise than in respect of their distributionrights under Article VI.  With respect toany liability that is contingent, conditional or unmatured or is otherwise notyet due and payable, the Liquidator shall either settle such claim for suchamount as it thinks appropriate or establish a reserve of cash or other assetsto provide for its payment.  When paid,any unused portion of the reserve shall be distributed as additionalliquidation proceeds.

(c)             *Liquidation Distributions*. All property and all cash in excess of that required to dischargeliabilities as provided in Section 12.4(b) shall be distributed to the Partnersin accordance with, and to the extent of, the positive balances in theirrespective Capital Accounts, as determined after taking into account allCapital Account adjustments (other than those made by reason of distributionspursuant to this Section 12.4(c)) for the taxable year of the Partnershipduring which the liquidation of the Partnership occurs (with such date ofoccurrence being determined pursuant to Treasury Regulation Section1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of suchtaxable year (or, if later, within 90 days after said date of such occurrence).

Section 12.5           *Cancellation of Certificate of Limited Partnership*.

Upon the completion of the distribution of Partnershipcash and property as provided in Section 12.4 in connection with the liquidationof the Partnership, the Certificate of Limited Partnership and allqualifications of the Partnership as a foreign limited partnership injurisdictions other than the State of Delaware shall be canceled and such otheractions as may be necessary to terminate the Partnership shall be taken.

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Section 12.6           *Return of Contributions*.

The General Partner shall not be personally liablefor, and shall have no obligation to contribute or loan any monies or propertyto the Partnership to enable it to effectuate, the return of the CapitalContributions of the Limited Partners or Unitholders, or any portion thereof,it being expressly understood that any such return shall be made solely fromPartnership assets.

Section 12.7           *Waiver of Partition*.

To the maximum extent permitted by law, each Partnerhereby waives any right to partition of the Partnership property.

Section 12.8           *Capital Account Restoration*.

No Partner shall have any obligation to restore anynegative balance in its Capital Account upon liquidation of the Partnership.

**ARTICLE XIIIAMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE**

Section 13.1           *Amendments to be Adopted Solely by the General Partner*.

Each Partner agrees that the General Partner, withoutthe approval of any Partner, may amend any provision of this Agreement andexecute, swear to, acknowledge, deliver, file and record whatever documents maybe required in connection therewith, to reflect:

(a)             achange in the name of the Partnership, the location of the principal place ofbusiness of the Partnership, the registered agent of the Partnership or theregistered office of the Partnership;

(b)             theadmission, substitution, withdrawal or removal of Partners in accordance withthis Agreement;

(c)             achange that the General Partner determines to be necessary or appropriate toqualify or continue the qualification of the Partnership as a limitedpartnership or a partnership in which the Limited Partners have limitedliability under the laws of any state or to ensure that the Group Members willnot be treated as associations taxable as corporations or otherwise taxed asentities for federal income tax purposes;

(d)             achange that the General Partner determines (i) does not adversely affect theLimited Partners (including any particular class of Partnership Interests ascompared to other classes of Partnership Interests) in any material respect,(ii) to be necessary or appropriate to (A) satisfy any requirements, conditionsor guidelines contained in any opinion, directive, order, ruling or regulationof any federal or state agency or judicial authority or contained in anyfederal or state statute (including the Delaware Act) or (B) facilitate thetrading of the Limited Partner Interests (including the division of any classor classes of Outstanding Limited Partner Interests into different classes tofacilitate uniformity of tax consequences within such classes of LimitedPartner Interests) or comply with any rule, regulation, guideline orrequirement of any National

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Securities Exchange on which the Limited Partner Interests are or willbe listed, (iii) to be necessary or appropriate in connection with action takenby the General Partner pursuant to Section 5.7 or (iv) to be required to effectthe intent expressed in the Registration Statement or the intent of theprovisions of this Agreement or is otherwise contemplated by this Agreement;

(e)             achange in the fiscal year or taxable year of the Partnership and any otherchanges that the General Partner determines to be necessary or appropriate as aresult of a change in the fiscal year or taxable year of the Partnershipincluding, if the General Partner shall so determine, a change in thedefinition of “*Quarter*” and the dates on whichdistributions are to be made by the Partnership;

(f)              anamendment that is necessary, in the Opinion of Counsel, to prevent thePartnership, or the General Partner or its directors, officers, trustees oragents from in any manner being subjected to the provisions of the InvestmentCompany Act of 1940, as amended, the Investment Advisers Act of 1940, asamended, or “*plan asset*” regulations adoptedunder the Employee Retirement Income Security Act of 1974, as amended,regardless of whether such are substantially similar to plan asset regulationscurrently applied or proposed by the United States Department of Labor;

(g)             anamendment that the General Partner determines to be necessary or appropriate inconnection with the authorization of issuance of any class or series ofPartnership Securities pursuant to Section 5.5;

(h)             anyamendment expressly permitted in this Agreement to be made by the GeneralPartner acting alone;

(i)              anamendment effected, necessitated or contemplated by a Merger Agreement approvedin accordance with Section 14.3;

(j)              anamendment that the General Partner determines to be necessary or appropriate toreflect and account for the formation by the Partnership of, or investment bythe Partnership in, any corporation, partnership, joint venture, limitedliability company or other entity, in connection with the conduct by thePartnership of activities permitted by the terms of Section 2.4;

(k)             anamendment effected, necessitated or contemplated by an amendment to the MLPAgreement that requires MLP unitholders to provide a statement, certificate orother proof of evidence to the MLP regarding whether such unitholder is subjectto United States federal income tax on the income generated by the MLP;

(l)              amerger or conveyance pursuant to Section 14.3(d); or

(m)            anyother amendments substantially similar to the foregoing.

Section 13.2           *Amendment Procedures*.

Except as provided in Sections 13.1 and 13.3, allamendments to this Agreement shall be made in accordance with the followingrequirements.  Amendments to thisAgreement may be

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proposed only by theGeneral Partner; *provided, however*, that theGeneral Partner shall have no duty or obligation to propose any amendment tothis Agreement and may decline to do so free of any fiduciary duty orobligation whatsoever to the Partnership or any Limited Partner and, indeclining to propose an amendment, shall not be required to act in good faithor pursuant to any other standard imposed by this Agreement, any otheragreement contemplated hereby or under the Delaware Act or any other law, ruleor regulation or at equity.  A proposedamendment shall be effective upon its approval by the General Partner and theholders of a Unit Majority, unless a greater or different percentage isrequired under this Agreement or by Delaware law.  Each proposed amendment that requires theapproval of the holders of a specified percentage of Outstanding Units shall beset forth in a writing that contains the text of the proposed amendment.  If such an amendment is proposed, the GeneralPartner shall seek the written approval of the requisite percentage of OutstandingUnits or call a meeting of the Unitholders to consider and vote on suchproposed amendment.  The General Partnershall notify all Record Holders upon final adoption of any such proposedamendments.

Section 13.3           *Amendment Requirements*.

(a)             Notwithstandingthe provisions of Sections 13.1 and 13.2, no provision of this Agreement thatestablishes a percentage of Outstanding Units (including Units deemed owned bythe General Partner and its Affiliates) required to take any action shall beamended, altered, changed, repealed or rescinded in any respect that would havethe effect of reducing such voting percentage unless such amendment is approvedby the written consent or the affirmative vote of holders of Outstanding Unitswhose aggregate Outstanding Units constitute not less than the votingrequirement sought to be reduced.

(b)             Notwithstandingthe provisions of Sections 13.1 and 13.2, no amendment to this Agreement may(i) enlarge the obligations of any Limited Partner without its consent, unlesssuch shall be deemed to have occurred as a result of an amendment approvedpursuant to Section 13.3(c) or (ii) enlarge the obligations of, restrict in anyway any action by or rights of, or reduce in any way the amounts distributable,reimbursable or otherwise payable to the General Partner or any of itsAffiliates without the General Partner consent, which consent may be given orwithheld at its option.

(c)             Exceptas provided in Section 14.3, and without limitation of the General Partner’sauthority to adopt amendments to this Agreement without the approval of anyPartners  as contemplated in Section13.1, any amendment that on its terms would have a material adverse effect onthe rights or preferences of any class of Partnership Interests in relation toother classes of Partnership Interests must be approved by the holders of notless than a majority of the Outstanding Partnership Interests of the classaffected.

(d)             Notwithstandingany other provision of this Agreement, except for amendments pursuant toSection 13.1 and except as otherwise provided by Section 14.3(b), no amendmentsshall become effective without the approval of the holders of at least 90% ofthe Outstanding Units voting as a single class unless the Partnership obtainsan Opinion of Counsel to the effect that such amendment will not affect thelimited liability of any Limited Partner under applicable law.

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(e)             Exceptas provided in Section 13.1, this Section 13.3 shall only be amended with theapproval of the holders of at least 90% of the Outstanding Units.

Section 13.4           *Special Meetings*.

All acts of Limited Partners to be taken pursuant tothis Agreement shall be taken in the manner provided in this Article XIII.  Special meetings of the Limited Partners maybe called by the General Partner or by Limited Partners owning 20% or more ofthe Outstanding Units of the class or classes for which a meeting is proposed.  Limited Partners shall call a special meetingby delivering to the General Partner one or more requests in writing statingthat the signing Limited Partners wish to call a special meeting and indicatingthe general or specific purposes for which the special meeting is to becalled.  Within 60 days after receipt ofsuch a call from Limited Partners or within such greater time as may bereasonably necessary for the Partnership to comply with any statutes, rules, regulations,listing agreements or similar requirements governing the holding of a meetingor the solicitation of proxies for use at such a meeting, the General Partnershall send a notice of the meeting to the Limited Partners either directly orindirectly through the Transfer Agent.  Ameeting shall be held at a time and place determined by the General Partner ona date not less than 10 days nor more than 60 days after the mailing of noticeof the meeting.  Limited Partners shallnot vote on matters that would cause the Limited Partners to be deemed to betaking part in the management and control of the business and affairs of thePartnership so as to jeopardize the Limited Partners’ limited liability underthe Delaware Act or the law of any other state in which the Partnership isqualified to do business.

Section 13.5           *Notice of a Meeting*.

Notice of a meeting called pursuant to Section 13.4shall be given to the Record Holders of the class or classes of Units for whicha meeting is proposed in writing by mail or other means of written communicationin accordance with Section 16.1.  Thenotice shall be deemed to have been given at the time when deposited in themail or sent by other means of written communication.

Section 13.6           *Record Date*.

For purposes of determining the Limited Partnersentitled to notice of or to vote at a meeting of the Limited Partners or togive approvals without a meeting as provided in Section 13.11 the GeneralPartner may set a Record Date, which shall not be less than 10 nor more than 60days before (a) the date of the meeting (unless such requirement conflicts withany rule, regulation, guideline or requirement of any National SecuritiesExchange on which the Units are listed or admitted for trading, in which casethe rule, regulation, guideline or requirement of such National SecuritiesExchange shall govern) or (b) in the event that approvals are sought without ameeting, the date by which Limited Partners are requested in writing by theGeneral Partner to give such approvals. If the General Partner does not set a Record Date, then (a) the RecordDate for determining the Limited Partners entitled to notice of or to vote at ameeting of the Limited Partners shall be the close of business on the dayimmediately preceding the day on which notice is given, and (b) the Record Datefor determining the Limited Partners entitled to give approvals without ameeting shall be the date the first written approval is deposited with thePartnership in care of the General Partner in accordance with Section 13.11.

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Section 13.7           *Adjournment*.

When a meeting is adjourned to another time or place,notice need not be given of the adjourned meeting and a new Record Date neednot be fixed, if the time and place thereof are announced at the meeting atwhich the adjournment is taken, unless such adjournment shall be for more than45 days.  At the adjourned meeting, thePartnership may transact any business which might have been transacted at theoriginal meeting.  If the adjournment isfor more than 45 days or if a new Record Date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given in accordance withthis Article XIII.

Section 13.8           *Waiver of Notice; Approval of Meeting; Approval of Minutes*.

The transactions of any meeting of Limited Partners,however called and noticed, and whenever held, shall be as valid as if it hadoccurred at a meeting duly held after regular call and notice, if a quorum ispresent, either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiverof notice of the meeting, except when the Limited Partner attends the meetingfor the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened; and except that attendance at a meeting is not a waiver of any rightto disapprove the consideration of matters required to be included in thenotice of the meeting, but not so included, if the disapproval is expresslymade at the meeting

Section 13.9           *Quorum*.

The holders of a majority of the OutstandingPartnership Securities of the class or classes for which a meeting has beencalled (including Outstanding Units deemed owned by the General Partner)represented in person or by proxy shall constitute a quorum at a meeting ofLimited Partners of such class or classes unless any such action by the LimitedPartners requires approval by holders of a greater percentage of such Units, inwhich case the quorum shall be such greater percentage.  At any meeting of the Limited Partners dulycalled and held in accordance with this Agreement at which a quorum is present,the act of Limited Partners holding Outstanding Units that in the aggregaterepresent a majority of the Outstanding Units entitled to vote and be presentin person or by proxy at such meeting shall be deemed to constitute the act ofall Limited Partners, unless a greater or different percentage is required withrespect to such action under the provisions of this Agreement, in which casethe act of the Limited Partners holding Outstanding Units that in the aggregaterepresent at least such greater or different percentage shall be required.  The Limited Partners present at a duly calledor held meeting at which a quorum is present may continue to transact businessuntil adjournment, notwithstanding the withdrawal of enough Limited Partners toleave less than a quorum, if any action taken (other than adjournment) isapproved by the required percentage of Outstanding Units specified in thisAgreement (including Outstanding Units deemed owned by the GeneralPartner).  In the absence of a quorum anymeeting of Limited Partners may be adjourned from time to time by theaffirmative vote of holders of at least a majority of the Outstanding Unitsentitled to vote at such meeting (including Outstanding Units deemed owned bythe General Partner) represented either in person or by proxy, but no otherbusiness may be transacted, except as provided in Section 13.7.

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Section 13.10         *Conduct of a Meeting*.

The General Partner shall have full power and authorityconcerning the manner of conducting any meeting of the Limited Partners orsolicitation of approvals in writing, including the determination of Personsentitled to vote, the existence of a quorum, the satisfaction of therequirements of Section 13.4, the conduct of voting, the validity and effect ofany proxies and the determination of any controversies, votes or challengesarising in connection with or during the meeting or voting.  The General Partner shall designate a Personto serve as chairman of any meeting and shall further designate a Person totake the minutes of any meeting.  Allminutes shall be kept with the records of the Partnership maintained by theGeneral Partner.  The General Partner maymake such other regulations consistent with applicable law and this Agreementas it may deem advisable concerning the conduct of any meeting of the LimitedPartners or solicitation of approvals in writing, including regulations inregard to the appointment of proxies, the appointment and duties of inspectorsof votes and approvals, the submission and examination of proxies and otherevidence of the right to vote, and the revocation of approvals, proxies andvotes in writing.

Section 13.11         *Action Without a Meeting*.

If authorized by the General Partner, any action thatmay be taken at a meeting of the Limited Partners may be taken without ameeting if an approval in writing setting forth the action so taken is signedby Limited Partners owning not less than the minimum percentage of theOutstanding Units (including Units deemed owned by the General Partner) thatwould be necessary to authorize or take such action at a meeting at which allthe Limited Partners were present and voted (unless such provision conflictswith any rule, regulation, guideline or requirement of any National SecuritiesExchange on which the Units are listed or admitted for trading, in which casethe rule, regulation, guideline or requirement of such exchange shallgovern).  Prompt notice of the taking ofaction without a meeting shall be given to the Limited Partners who have notapproved in writing.  The General Partnermay specify that any written ballot submitted to Limited Partners for thepurpose of taking any action without a meeting shall be returned to thePartnership within the time period, which shall be not less than 20 days,specified by the General Partner.  If aballot returned to the Partnership does not vote all of the Units held by theLimited Partners, the Partnership shall be deemed to have failed to receive aballot for the Units that were not voted. If approval of the taking of any action by the Limited Partners issolicited by any Person other than by or on behalf of the General Partner, thewritten approvals shall have no force and effect unless and until (a) they aredeposited with the Partnership in care of the General Partner, (b) approvalssufficient to take the action proposed are dated as of a date not more than 90days prior to the date sufficient approvals are deposited with the Partnershipand (c) an Opinion of Counsel is delivered to the General Partner to the effectthat the exercise of such right and the action proposed to be taken withrespect to any particular matter (i) will not cause the Limited Partners to bedeemed to be taking part in the management and control of the business andaffairs of the Partnership so as to jeopardize the Limited Partners’ limitedliability, and (ii) is otherwise permissible under the state statutes thengoverning the rights, duties and liabilities of the Partnership and the Partners.

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Section 13.12         *Voting and Other Rights*.

(a)             Onlythose Record Holders of the Units on the Record Date set pursuant to Section13.6 (and also subject to the limitations contained in the definition of “*Outstanding*”) shall be entitled to notice of, and to voteat, a meeting of Limited Partners or to act with respect to matters as to whichthe holders of the Outstanding Units have the right to vote or to act.  All references in this Agreement to votes of,or other acts that may be taken by, the Outstanding Units shall be deemed to bereferences to the votes or acts of the Record Holders of such OutstandingUnits.

(b)             Withrespect to Units that are held for a Person’s account by another Person (suchas a broker, dealer, bank, trust company or clearing corporation, or an agentof any of the foregoing), in whose name such Units are registered, such otherPerson shall, in exercising the voting rights in respect of such Units on anymatter, and unless the arrangement between such Persons provides otherwise, votesuch Units in favor of, and at the direction of, the Person who is thebeneficial owner, and the Partnership shall be entitled to assume it is soacting without further inquiry.  Theprovisions of this Section 13.12(b) (as well as all other provisions of thisAgreement) are subject to the provisions of Section 4.3.

**ARTICLE XIVMERGER, CONSOLIDATION OR CONVERSION**

Section 14.1           *Authority*.

The Partnership may merge or consolidate with or intoone or more corporations, limited liability companies, statutory trusts orassociations, real estate investment trusts, common law trusts orunincorporated businesses, including a partnership (whether general or limited(including a limited liability partnership)) or convert into any such entity,whether such entity is formed under the laws of the State of Delaware or anyother state of the United States of America, pursuant to a written agreement ofmerger or consolidation (“*Merger Agreement*”)or a written plan of conversion (“*Plan of Conversion*”),as the case may be, in accordance with this Article XIV.

Section 14.2           *Procedure for Merger,Consolidation or Conversion*.

(a)             Merger,consolidation or conversion of the Partnership pursuant to this Article XIVrequires the prior consent of the General Partner, *provided,however*, that the General Partner shall have no duty or obligationto consent to any merger, consolidation or conversion of the Partnership andmay decline to do so free of any fiduciary duty or obligation whatsoever to thePartnership, any Limited Partner and, in declining to consent to a merger,consolidation or conversion, shall not be required to act in good faith orpursuant to any other standard imposed by this Agreement, any other agreementcontemplated hereby or under the Delaware Act or any other law, rule orregulation or at equity.

(b)             Ifthe General Partner shall determine to consent to the merger or consolidation,the General Partner shall approve the Merger Agreement, which shall set forth:

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(i)                the names and jurisdictions offormation or organization of each of the business entities proposing to mergeor consolidate;

(ii)               the name and jurisdiction offormation or organization of the business entity that is to survive theproposed merger or consolidation (the “*Surviving Business Entity*”);

(iii)              the terms and conditions of theproposed merger or consolidation;

(iv)             the manner and basis of exchangingor converting the equity securities of each constituent business entity for, orinto, cash, property or interests, rights, securities or obligations of theSurviving Business Entity; and (i) if any general or limited partner interests,securities or rights of any constituent business entity are not to be exchangedor converted solely for, or into, cash, property or general or limited partnerinterests, rights, securities or obligations of the Surviving Business Entity,the cash, property or interests, rights, securities or obligations of anygeneral or limited partnership, corporation, trust, limited liability company,unincorporated business or other entity (other than the Surviving BusinessEntity) which the holders of such general or limited partner interests,securities or rights are to receive in exchange for, or upon conversion oftheir interests, securities or rights, and (ii) in the case of securities representedby certificates, upon the surrender of such certificates, which cash, propertyor general or limited partner interests, rights, securities or obligations ofthe Surviving Business Entity or any general or limited partnership,corporation, trust, limited liability company, unincorporated business or otherentity (other than the Surviving Business Entity), or evidences thereof, are tobe delivered;

(v)              a statement of any changes in theconstituent documents or the adoption of new constituent documents (thearticles or certificate of incorporation, articles of trust, declaration oftrust, certificate or agreement of limited partnership, operating agreement orother similar charter or governing document) of the Surviving Business Entityto be effected by such merger or consolidation;

(vi)             the effective time of the merger,which may be the date of the filing of the certificate of merger pursuant toSection 14.4 or a later date specified in or determinable in accordance withthe Merger Agreement (*provided*, thatif the effective time of the merger is to be later than the date of the filingof such certificate of merger, the effective time shall be fixed at a date ortime certain at or prior to the time of the filing of such certificate ofmerger and stated therein); and

(vii)            such other provisions with respectto the proposed merger or consolidation that the General Partner determines tobe necessary or appropriate.

(c)             Ifthe General Partner shall determine to consent to the conversion, the GeneralPartner may approve and adopt a Plan of Conversion containing such terms andconditions that the General Partner determines to be necessary or appropriate.

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Section 14.3           *Approval by Limited Partners*.

(a)             Exceptas provided in Section 14.3(d), the General Partner, upon its approval of theMerger Agreement or Plan of Conversion, as the case may be, shall direct thatthe Merger Agreement or the Plan of Conversion, as applicable, be submitted toa vote of Limited Partners, whether at a special meeting or by written consent,in either case in accordance with the requirements of Article XIII.  A copy or a summary of the Merger Agreementor the Plan of Conversion, as applicable, shall be included in or enclosed withthe notice of a special meeting or the written consent.

(b)             Exceptas provided in Section 14.3(d), the Merger Agreement or the Plan of Conversion,as applicable, shall be approved upon receiving the affirmative vote or consentof the holders of a Unit Majority unless the Merger Agreement or Plan ofConversion, as the case may be, contains any provision that, if contained in anamendment to this Agreement, the provisions of this Agreement or the DelawareAct would require for its approval the vote or consent of a greater percentageof the Outstanding Units or of any class of Limited Partners, in which casesuch greater percentage vote or consent shall be required for approval of theMerger Agreement.  The holders of Class BUnits shall not be entitled to a separate class vote regarding the MergerAgreement or Plan of Conversion, as applicable, unless the considerationreceived by a Class B Unit would be less than the consideration received inrespect of a Common Unit.

(c)             Exceptas provided in Section 14.3(d), after such approval by vote or consent of theLimited Partners, and at any time prior to the filing of the certificate ofmerger or a certificate of conversion pursuant to Section 14.4, the merger,consolidation or conversion may be abandoned pursuant to provisions therefor,if any, set forth in the Merger Agreement or the Plan of Conversion, as thecase may be.

(d)             Notwithstandinganything else contained in this Article XIV or in this Agreement, the GeneralPartner is permitted without Limited Partner approval, to convert thePartnership or any Group Member into a new limited liability entity, to mergethe Partnership or any Group Member into, or convey all of the Partnership’sassets to, another limited liability entity which shall be newly formed andshall have no assets, liabilities or operations at the time of such conversion,merger or conveyance other than those it receives from the Partnership or otherGroup Member if (i) the General Partner has received an Opinion of Counsel thatthe merger or conveyance, as the case may be, would not result in the loss ofthe limited liability of any Limited Partner or cause the Partnership or theMLP to be treated as an association taxable as a corporation or otherwise to betaxed as an entity for federal income tax purposes (to the extent notpreviously treated as such), (ii) the sole purpose of such conversion, mergeror conveyance is to effect a mere change in the legal form of the Partnershipinto another limited liability entity and (iii) the governing instruments ofthe new entity provide the Limited Partners and the General Partner with thesame rights and obligations as are herein contained.

(e)             Additionally,notwithstanding anything else contained in this Article XIV or in thisAgreement, the General Partner is permitted, without Limited Partner approval,to merge or consolidate the Partnership with or into another entity if (i) theGeneral Partner has received an Opinion of Counsel that the merger orconsolidation, as the case may be, would not result in the loss of the limitedliability of any Limited Partner or cause the Partnership to be 

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treated as an association taxable as a corporation or otherwise to betaxed as an entity for federal income tax purposes, (ii) the merger orconsolidation would not result in an amendment to the Partnership Agreement,other than any amendments that could be adopted pursuant to Section 13.1, (iii)the Partnership is the Surviving Business Entity in such merger orconsolidation, (iv) each Outstanding Unit immediately prior to the effectivedate of the merger or consolidation is to be an identical Unit of thePartnership after the effective date of the merger or consolidation, and (v)the number of Units to be issued by the Partnership in such merger orconsolidation do not exceed 20% of the Outstanding Units immediately prior tothe effective date of such merger or consolidation.

Section 14.4           *Certificate of Merger*.

(a)             Uponthe required approval, if any, by the General Partner and the Unitholders of aMerger Agreement or a Plan of Conversion, as the case may be, a certificate ofmerger or certificate of conversion, as applicable, shall be executed and filedwith the Secretary of State of the State of Delaware in conformity with therequirements of the Delaware Act.

(b)             Atthe effective time of the certificate of merger:

(i)                all of the rights, privilegesand powers of each of the business entities that has merged or consolidated,and all property, real, personal and mixed, and all debts due to any of thosebusiness entities and all other things and causes of action belonging to eachof those business entities, shall be vested in the Surviving Business Entityand after the merger or consolidation shall be the property of the SurvivingBusiness Entity to the extent they were of each constituent business entity;

(ii)               the title to any real propertyvested by deed or otherwise in any of those constituent business entities shallnot revert and is not in any way impaired because of the merger orconsolidation;

(iii)              all rights of creditors and allliens on or security interests in property of any of those constituent businessentities shall be preserved unimpaired; and

(iv)             all debts, liabilities and dutiesof those constituent business entities shall attach to the Surviving BusinessEntity and may be enforced against it to the same extent as if the debts,liabilities and duties had been incurred or contracted by it.

(c)             Atthe effective time of the certificate of conversion:

(i)                the Partnership shall continueto exist, without interruption, but in the organizational form of the convertedentity rather than in its prior organizational form;

(ii)               all rights, title, and intereststo all real estate and other property owned by the Partnership shall continueto be owned by the converted entity in its new organizational form withoutreversion or impairment, without further act or deed, and without any transferor assignment having occurred, but subject to any existing liens or otherencumbrances thereon;

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(iii)              all liabilities and obligations ofthe Partnership shall continue to be liabilities and obligations of theconverted entity in its new organizational form without impairment ordiminution by reason of the conversion;

(iv)             all rights of creditors or otherparties with respect to or against the prior interest holders or other ownersof the Partnership in their capacities as such in existence as of the effectivetime of the conversion will continue in existence as to those liabilities andobligations and may be pursued by such creditors and obligees as if theconversion did not occur;

(v)              a proceeding pending by or againstthe Partnership or by or against any of Partners in their capacities as suchmay be continued by or against the converted entity in its new organizationalform and by or against the prior partners without any need for substitution ofparties; and

(vi)             the Partnership Securities that areto be converted into partnership interests, shares, evidences of ownership, orother securities in the converted entity as provided in the Plan of Conversionor certificate of conversion shall be so converted, and Partners shall beentitled only to the rights provided in the Plan of Conversion or certificateof conversion.

(d)             Amerger, consolidation or conversion effected pursuant to this Article shall notbe deemed to result in a transfer or assignment of assets or liabilities fromone entity to another.

Section 14.5           *Amendment of Partnership Agreement*.

Pursuant to Section 17-211(g) of the Delaware Act, anagreement of merger or consolidation approved in accordance with Section17-211(b) of the Delaware Act may (a) effect any amendment to this Agreement or(b) effect the adoption of a new partnership agreement for a limitedpartnership if it is the Surviving Business Entity.  Any such amendment or adoption made pursuantto this Section 14.5 shall be effective at the effective time or date of themerger or consolidation.

**ARTICLE XVRIGHT TO ACQUIRE LIMITED PARTNER INTERESTS**

Section 15.1           *Right to Acquire Limited Partner Interests*.

(a)             Notwithstandingany other provision of this Agreement, if at any time less than 20% of thetotal Limited Partner Interests of any class then Outstanding is held byPersons other than the General Partner and its Affiliates, the General Partnershall then have the right, which right it may assign and transfer in whole or inpart to the Partnership or any Affiliate of the General Partner, exercisable atits option, to purchase all, but not less than all, of such Limited PartnerInterests of such class then Outstanding held by Persons other than the GeneralPartner and its Affiliates, at the greater of (x) the Current Market Price asof the date three days prior to the date that the notice described in Section15 is mailed and (y) the highest price paid by a General Partner or any of itsAffiliates for any such Limited Partner Interest of such class 

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purchased during the 90-day period preceding the date that the noticedescribed in Section 15.1(b) is mailed. As used in this Agreement, (i) “*Current Market Price*”as of any date of any class of Limited Partner Interests listed or admitted totrading on any National Securities Exchange means the average of the dailyClosing Prices (as hereinafter defined) per limited partner interest of suchclass for the 20 consecutive Trading Days (as hereinafter defined) immediatelyprior to such date; (ii) “*Closing Price*”for any day means the last sale price on such day, regular way, or in case nosuch sale takes place on such day, the average of the closing bid and askedprices on such day, regular way, in either case as reported in the principalconsolidated transaction reporting system with respect to securities listed oradmitted for trading on the principal National Securities Exchange on whichsuch Limited Partner Interests of such class are listed or admitted to tradingor, if such Limited Partner Interests of such class are not listed or admittedto trading on any National Securities Exchange, the last quoted price on suchday or, if not so quoted, the average of the high bid and low asked prices onsuch day in the over-the-counter market, as reported by the Nasdaq Stock Marketor any other system then in use, or, if on any such day such Limited PartnerInterests of such class are not quoted by any such organization, the average ofthe closing bid and asked prices on such day as furnished by a professionalmarket maker making a market in such Limited Partner Interests of such classselected by the General Partner, or if on any such day no market maker ismaking a market in such Limited Partner Interests of such class, the fair valueof such Limited Partner Interests on such day as determined by the GeneralPartner; and (iii) “*Trading Day*”means a day on which the principal National Securities Exchange on which suchLimited Partner Interests of any class are listed or admitted to trading is openfor the transaction of business or, if Limited Partner Interests of a class arenot listed or admitted to trading on any National Securities Exchange, a day onwhich banking institutions in New York City generally are open.

(b)             Ifthe General Partner, any Affiliate of the General Partner or the Partnershipelects to exercise the right to purchase Limited Partner Interests grantedpursuant to Section 15.1(a), the General Partner shall deliver to the TransferAgent notice of such election to purchase (the “*Notice ofElection to Purchase*”) and shall cause the Transfer Agent to mail acopy of such Notice of Election to Purchase to the Record Holders of LimitedPartner Interests of such class (as of a Record Date selected by the GeneralPartner) at least 10, but not more than 60, days prior to the PurchaseDate.  Such Notice of Election toPurchase shall also be published for a period of at least three consecutivedays in at least two daily newspapers of general circulation printed in theEnglish language and published in the Borough of Manhattan, New York.  The Notice of Election to Purchase shallspecify the Purchase Date and the price (determined in accordance with Section15.1(a)) at which Limited Partner Interests will be purchased and state thatthe General Partner, its Affiliate or the Partnership, as the case may be,elects to purchase such Limited Partner Interests, upon surrender ofCertificates representing such Limited Partner Interests in exchange forpayment, at such office or offices of the Transfer Agent as the Transfer Agentmay specify, or as may be required by any National Securities Exchange on whichsuch Limited Partner Interests are listed or admitted for trading.  Any such Notice of Election to Purchasemailed to a Record Holder of Limited Partner Interests at his address asreflected in the records of the Transfer Agent shall be conclusively presumedto have been given regardless of whether the owner receives such notice.  On or prior to the Purchase Date, the GeneralPartner, its Affiliate or the Partnership, as the case may be, shall depositwith the Transfer Agent cash in an amount sufficient to pay the aggregatepurchase price of all of such Limited Partner Interests to be purchased inaccordance with this Section 15.1.  Ifthe Notice of Election to Purchase shall 

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have been duly given as aforesaid at least 10 days prior to thePurchase Date, and if on or prior to the Purchase Date the deposit described inthe preceding sentence has been made for the benefit of the holders of LimitedPartner Interests subject to purchase as provided herein, then from and afterthe Purchase Date, notwithstanding that any Certificate shall not have beensurrendered for purchase, all rights of the holders of such Limited PartnerInterests (including any rights pursuant to Articles IV, V, VI, and XII) shallthereupon cease, except the right to receive the purchase price (determined inaccordance with Section 15.1(a)) for Limited Partner Interests therefor,without interest, upon surrender to the Transfer Agent of the Certificatesrepresenting such Limited Partner Interests, and such Limited Partner Interestsshall thereupon be deemed to be transferred to the General Partner, itsAffiliate or the Partnership, as the case may be, on the record books of the TransferAgent and the Partnership, and the General Partner or any Affiliate of theGeneral Partner, or the Partnership, as the case may be, shall be deemed to bethe owner of all such Limited Partner Interests from and after the PurchaseDate and shall have all rights as the owner of such Limited Partner Interests(including all rights as owner of such Limited Partner Interests pursuant toArticles IV, V, VI and XII).

(c)             Atany time from and after the Purchase Date, a holder of an Outstanding LimitedPartner Interest subject to purchase as provided in this Section 15.1 maysurrender his Certificate evidencing such Limited Partner Interest to theTransfer Agent in exchange for payment of the amount described in Section15.1(a), therefor, without interest thereon.

**ARTICLE XVIGENERAL PROVISIONS**

Section 16.1           *Addresses and Notices*.

Any notice, demand, request, report or proxy materialsrequired or permitted to be given or made to a Partner under this Agreementshall be in writing and shall be deemed given or made when delivered in personor when sent by first class United States mail or by other means of writtencommunication to the Partner at the address described below.  Any notice, payment or report to be given ormade to a Partner hereunder shall be deemed conclusively to have been given ormade, and the obligation to give such notice or report or to make such paymentshall be deemed conclusively to have been fully satisfied, upon sending of suchnotice, payment or report to the Record Holder of such Partnership Securitiesat his address as shown on the records of the Transfer Agent or as otherwiseshown on the records of the Partnership, regardless of any claim of any Personwho may have an interest in such Partnership Securities by reason of anyassignment or otherwise.  An affidavit orcertificate of making of any notice, payment or report in accordance with theprovisions of this Section 16.1 executed by the General Partner, the TransferAgent or the mailing organization shall be prima facie evidence of the givingor making of such notice, payment or report. If any notice, payment or report addressed to a Record Holder at theaddress of such Record Holder appearing on the books and records of theTransfer Agent or the Partnership is returned by the United States PostalService marked to indicate that the United States Postal Service is unable todeliver it, such notice, payment or report and any subsequent notices, paymentsand reports shall be deemed to have been duly given or made without furthermailing (until such time as such Record Holder or another Person notifies theTransfer Agent or the Partnership of a change in his address) if they areavailable for the Partner at the principal office of the Partnership for aperiod of one year from the date of the giving or 

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making of such notice,payment or report to the other Partners. Any notice to the Partnership shall be deemed given if received by theGeneral Partner at the principal office of the Partnership designated pursuantto Section 2.3.  The General Partner mayrely and shall be protected in relying on any notice or other document from aPartner or other Person if believed by it to be genuine.

Section 16.2           *Further Action*.

The parties shall execute and deliver all documents,provide all information and take or refrain from taking action as may benecessary or appropriate to achieve the purposes of this Agreement.

Section 16.3           *Binding Effect*.

This Agreement shall be binding upon and inure to thebenefit of the parties hereto and their heirs, executors, administrators,successors, legal representatives and permitted assigns.

Section 16.4           *Integration*.

This Agreement constitutes the entire agreement amongthe parties hereto pertaining to the subject matter hereof and supersedes allprior agreements and understandings pertaining thereto.

Section 16.5           *Creditors*.

None of the provisions of this Agreement shall be forthe benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 16.6           *Waiver*.

No failure by any party to insist upon the strict performanceof any covenant, duty, agreement or condition of this Agreement or to exerciseany right or remedy consequent upon a breach thereof shall constitute waiver ofany such breach of any other covenant, duty, agreement or condition.

Section 16.7           *Counterparts*.

This Agreement may be executed in counterparts, all ofwhich together shall constitute an agreement binding on all the parties hereto,notwithstanding that all such parties are not signatories to the original orthe same counterpart.  Each party shallbecome bound by this Agreement immediately upon affixing its signature heretoor, in the case of a Person acquiring a Limited Partner Interest pursuant toSection 10.1(a) without execution hereof.

Section 16.8           *Applicable Law*.

This Agreement shall be construed in accordance withand governed by the laws of the State of Delaware, without regard to theprinciples of conflicts of law.

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Section 16.9           *Invalidity of Provisions*.

If any provision of this Agreement is or becomesinvalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein shall not beaffected thereby.

Section 16.10         *Consent of Partners*.

Each Partner hereby expressly consents and agreesthat, whenever in this Agreement it is specified that an action may be takenupon the affirmative vote or consent of less than all of the Partners, suchaction may be so taken upon the concurrence of less than all of the Partnersand each Partner shall be bound by the results of such action.

Section 16.11         *Facsimile Signatures*.

The use of facsimile signatures affixed in the nameand on behalf of the transfer agent and Registrar of the Partnership oncertificates representing Common Units is expressly permitted by thisAgreement.

*[Remainderof Page Intentionally Left Blank]*

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date first written above.
| ** ** | **GENERAL PARTNER:**                         |
|------------|----------------------------------------------|
| ** ** | ** **                                   |
| ** ** | **HILAND PARTNERS GP HOLDINGS, LLC**         |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
|       | By:                                          |  /s/ Randy  Moeder |
|       |                                         | Randy Moeder |
|       |                                         | President and Chief Executive Officer |
|       |                                         |
|       |                                         |
| ** ** | **LIMITED PARTNERS:**                        |
|       | All Limited Partners now and hereafter       |
|       | admitted as Limited Partners of the          |
|       | Partnership, pursuant to powers of attorney  |
|       | now and hereafter executed in favor of, and  |
|       | granted and delivered to the General Partner |
|       | or without execution hereof pursuant to      |
|       | Section 10.1(a) of this Agreement.           |
|       |                                         |
| ** ** | **By:**                                      | **HILAND PARTNERS GP** |
| ** ** | ** **                                   | **HOLDINGS, LLC** |
| ** ** | ** **                                   | ** ** |
|       | General Partner, as attorney-in-fact for the |
|       | Limited Partners pursuant to the Powers of   |
|       | Attorney granted pursuant to Section 2.6 of  |
|       | this Agreement.                              |
|       |                                         |
|       |                                         |
|       |                                         |
|       | By:                                          |  /s/ Randy  Moeder |
|       |                                         | Randy Moeder |
|       |                                         | President and Chief Executive Officer |
|            |                                              |  |  |

*Signature Page to Hiland Holdings GP, LP Amended & Restated Agreement of Limited Partnership*

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SCHEDULE 1

**InitialLimited Partners**

Continental Gas Holdings, Inc.

Equity Financial Services, Inc.

Harold Hamm DST Trust

Harold Hamm HJ Trust

Ken Maples

Randy Moeder

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