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                                                                     EXHIBIT 3.1

================================================================================

                           SECOND AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                         SUNOCO LOGISTICS PARTNERS L.P.

================================================================================



                                TABLE OF CONTENTS

                                                                                                                  
                                                        ARTICLE I

                                                       DEFINITIONS

Section 1.1       Definitions....................................................................................     1
Section 1.2       Construction...................................................................................    21

                                                        ARTICLE II

                                                       ORGANIZATION

Section 2.1       Formation......................................................................................    21
Section 2.2       Name...........................................................................................    21
Section 2.3       Registered Office; Registered Agent; Principal Office; Other Offices...........................    21
Section 2.4       Purpose and Business...........................................................................    22
Section 2.5       Powers.........................................................................................    22
Section 2.6       Power of Attorney..............................................................................    22
Section 2.7       Term...........................................................................................    24
Section 2.8       Title to Partnership Assets....................................................................    24

                                                       ARTICLE III

                                                RIGHTS OF LIMITED PARTNERS

Section 3.1       Limitation of Liability........................................................................    24
Section 3.2       Management of Business.........................................................................    25
Section 3.3       Outside Activities of the Limited Partners.....................................................    25
Section 3.4       Rights of Limited Partners.....................................................................    25

                                                       ARTICLE IV

                                          CERTIFICATES; RECORD HOLDERS; TRANSFER OF
                                             PARTNERSHIP INTERESTS; REDEMPTION OF
                                                     PARTNERSHIP INTERESTS

Section 4.1       Certificates...................................................................................    26
Section 4.2       Mutilated, Destroyed, Lost or Stolen Certificates..............................................    26
Section 4.3       Record Holders.................................................................................    27
Section 4.4       Transfer Generally.............................................................................    28
Section 4.5       Registration and Transfer of Limited Partner Interests.........................................    28
Section 4.6       Transfer of the General Partner's General Partner Interest.....................................    29
Section 4.7       Transfer of Incentive Distribution Rights......................................................    30
Section 4.8       Restrictions on Transfers......................................................................    30
Section 4.9       Citizenship Certificates; Non-citizen Assignees................................................    31


                         SUNOCO LOGISTICS PARTNERS L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




                                                                                                                  
Section 4.10      Redemption of Partnership Interests of Non-citizen Assignees...................................    32

                                                       ARTICLE V

                                           CAPITAL CONTRIBUTIONS AND ISSUANCE OF
                                                   PARTNERSHIP INTERESTS

Section 5.1       Organizational Contributions...................................................................    33
Section 5.2       Contributions by the General Partner and its Affiliates........................................    33
Section 5.3       Contributions by Initial Limited Partners and Distributions to the General Partner.............    34
Section 5.4       Interest and Withdrawal........................................................................    35
Section 5.5       Capital Accounts...............................................................................    35
Section 5.6       Issuances of Additional Partnership Securities.................................................    38
Section 5.7       Limitations on Issuance of Additional Partnership Securities...................................    39
Section 5.8       Conversion of Subordinated Units...............................................................    42
Section 5.9       Limited Preemptive Right.......................................................................    44
Section 5.10      Splits and Combinations........................................................................    44
Section 5.11      Fully Paid and Non-Assessable Nature of Limited Partner Interests..............................    45

                                                       ARTICLE VI

                                               ALLOCATIONS AND DISTRIBUTIONS

Section 6.1       Allocations for Capital Account Purposes.......................................................    45
Section 6.2       Allocations for Tax Purposes...................................................................    53
Section 6.3       Requirement and Characterization of Distributions; Distributions to Record Holders.............    55
Section 6.4       Distributions of Available Cash from Operating Surplus.........................................    56
Section 6.5       Distributions of Available Cash from Capital Surplus...........................................    57
Section 6.6       Adjustment of Minimum Quarterly Distribution and Target Distribution Levels....................    58
Section 6.7       Special Provisions Relating to the Holders of Subordinated Units...............................    58
Section 6.8       Special Provisions Relating to the Holders of Incentive Distribution Rights....................    59
Section 6.9       Entity-Level Taxation..........................................................................    59

                                                       ARTICLE VII

                                           MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1       Management.....................................................................................    60
Section 7.2       Certificate of Limited Partnership.............................................................    62
Section 7.3       Restrictions on the General Partner's Authority................................................    62
Section 7.4       Reimbursement of the General Partner...........................................................    63


                         SUNOCO LOGISTICS PARTNERS L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                       ii



                                                                                                                  
Section 7.5       Outside Activities.............................................................................    64
Section 7.6       Loans from the General Partner; Loans or Contributions from the Partnership or Group Members...    65
Section 7.7       Indemnification................................................................................    66
Section 7.8       Liability of Indemnitees.......................................................................    67
Section 7.9       Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties...........    68
Section 7.10      Other Matters Concerning the General Partner...................................................    70
Section 7.11      Purchase or Sale of Partnership Securities.....................................................    70
Section 7.12      Registration Rights of the General Partner and its Affiliates..................................    70
Section 7.13      Reliance by Third Parties......................................................................    72

                                                       ARTICLE VIII

                                           BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1       Records and Accounting.........................................................................    73
Section 8.2       Fiscal Year....................................................................................    73
Section 8.3       Reports........................................................................................    73

                                                       ARTICLE IX

                                                       TAX MATTERS

Section 9.1       Tax Returns and Information....................................................................    74
Section 9.2       Tax Elections..................................................................................    74
Section 9.3       Tax Controversies..............................................................................    74
Section 9.4       Withholding....................................................................................    75

                                                       ARTICLE X

                                                 ADMISSION OF PARTNERS

Section 10.1      Admission of Initial Limited Partners..........................................................    75
Section 10.2      Admission of Substituted Limited Partners......................................................    75
Section 10.3      Admission of Successor General Partner.........................................................    76
Section 10.4      Admission of Additional Limited Partners.......................................................    76
Section 10.5      Amendment of Agreement and Certificate of Limited Partnership..................................    76

                                                       ARTICLE XI

                                            WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1      Withdrawal of the General Partner..............................................................    77
Section 11.2      Removal of the General Partner.................................................................    78


                         SUNOCO LOGISTICS PARTNERS L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                   iii



                                                                                                                  
Section 11.3      Interest of Departing Partner and Successor General Partner....................................    79
Section 11.4      Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of
                    Cumulative Common Unit Arrearages............................................................    80
Section 11.5      Withdrawal of Limited Partners.................................................................    80

                                                       ARTICLE XII

                                             DISSOLUTION AND LIQUIDATION

Section 12.1      Dissolution....................................................................................    81
Section 12.2      Continuation of the Business of the Partnership After Dissolution..............................    81
Section 12.3      Liquidator.....................................................................................    82
Section 12.4      Liquidation....................................................................................    82
Section 12.5      Cancellation of Certificate of Limited Partnership.............................................    83
Section 12.6      Return of Contributions........................................................................    83
Section 12.7      Waiver of Partition............................................................................    83
Section 12.8      Capital Account Restoration....................................................................    84

                                                       ARTICLE XIII

                                    AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1      Amendments to be Adopted Solely by the General Partner.........................................    84
Section 13.2      Amendment Procedures...........................................................................    85
Section 13.3      Amendment Requirements.........................................................................    86
Section 13.4      Special Meetings...............................................................................    86
Section 13.5      Notice of a Meeting............................................................................    87
Section 13.6      Record Date....................................................................................    87
Section 13.7      Adjournment....................................................................................    87
Section 13.8      Waiver of Notice; Approval of Meeting; Approval of Minutes.....................................    87
Section 13.9      Quorum and Voting..............................................................................    88
Section 13.10     Conduct of a Meeting...........................................................................    88
Section 13.11     Action Without a Meeting.......................................................................    89
Section 13.12     Right to Vote and Related Matters..............................................................    89

                                                       ARTICLE XIV

                                                         MERGER

Section 14.1      Authority......................................................................................    90
Section 14.2      Procedure for Merger or Consolidation..........................................................    90
Section 14.3      Approval by Limited Partners of Merger or Consolidation........................................    91
Section 14.4      Certificate of Merger..........................................................................    92
Section 14.5      Effect of Merger...............................................................................    92


                         SUNOCO LOGISTICS PARTNERS L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                     iv



                                                                                                                  
                                                       ARTICLE XV

                                         RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1      Right to Acquire Limited Partner Interests.....................................................    92

                                                       ARTICLE XVI

                                                   GENERAL PROVISIONS

Section 16.1      Addresses and Notices..........................................................................    94
Section 16.2      Further Action.................................................................................    95
Section 16.3      Binding Effect.................................................................................    95
Section 16.4      Integration....................................................................................    95
Section 16.5      Creditors......................................................................................    95
Section 16.6      Waiver.........................................................................................    95
Section 16.7      Counterparts...................................................................................    95
Section 16.8      Applicable Law.................................................................................    96
Section 16.9      Invalidity of Provisions.......................................................................    96
Section 16.10     Consent of Partners............................................................................    96


                         SUNOCO LOGISTICS PARTNERS L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                     v



                SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
                 PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS L.P.

      THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
SUNOCO LOGISTICS PARTNERS L.P., dated as of July 20, 2004, is entered into by
and among Sunoco Partners LLC, a Pennsylvania limited liability company, as the
General Partner, together with any other Persons who are or become Partners in
the Partnership or parties hereto as provided herein. In consideration of the
covenants, conditions and agreements contained herein, the parties hereto hereby
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1 Definitions.

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

      "Accretion Test" has the meaning assigned to such term in Section 5.7(h).

      "Acquisition" means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of
investment) control over all or a portion of the assets, properties or business
of another Person for the purpose of increasing the operating capacity or
revenues of the Partnership Group from the operating capacity or revenues of the
Partnership Group existing immediately prior to such transaction.

      "Additional Book Basis" means the portion of any remaining Carrying Value
of an Adjusted Property that is attributable to positive adjustments made to
such Carrying Value as a result of Book-Up Events. For purposes of determining
the extent that Carrying Value constitutes Additional Book Basis:

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

            (ii)  If Carrying Value that constitutes Additional Book Basis is
      reduced as a result of a Book-Down Event and the Carrying Value of other
      property is increased as a result of such Book-Down Event, an allocable
      portion of any such increase in Carrying Value shall be treated as
      Additional Book Basis; provided that the amount treated as Additional Book
      Basis pursuant hereto as a result of such Book-Down Event shall not exceed
      the amount by which the Aggregate Remaining Net Positive Adjustments after
      such Book-Down Event exceeds the remaining Additional Book Basis
      attributable to all of the Partnership's Adjusted Property after such
      Book-Down Event (determined without regard to the application of this
      clause (ii) to such Book-Down Event).

                         SUNOCO LOGISTICS PARTNERS L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP



      "Additional Book Basis Derivative Items" means any Book Basis Derivative
Items that are computed with reference to Additional Book Basis. To the extent
that the Additional Book Basis attributable to all of the Partnership's Adjusted
Property as of the beginning of any taxable period exceeds the Aggregate
Remaining Net Positive Adjustments as of the beginning of such period (the
"Excess Additional Book Basis"), the Additional Book Basis Derivative Items for
such period shall be reduced by the amount that bears the same ratio to the
amount of Additional Book Basis Derivative Items determined without regard to
this sentence as the Excess Additional Book Basis bears to the Additional Book
Basis as of the beginning of such period.

      "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 10.4 and who is shown as such on the books
and records of the Partnership.

      "Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each fiscal year of the Partnership, (a) increased by
any amounts that such Partner is obligated to restore under the standards set by
Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to
restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased by (i) the amount of all losses and deductions that, as of the end of
such fiscal year, are reasonably expected to be allocated to such Partner in
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury
Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions
that, as of the end of such fiscal year, are reasonably expected to be made to
such Partner in subsequent years in accordance with the terms of this Agreement
or otherwise to the extent they exceed offsetting increases to such Partner's
Capital Account that are reasonably expected to occur during (or prior to) the
year in which such distributions are reasonably expected to be made (other than
increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i)
or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended
to comply with the provisions of Treasury Regulation Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The
"Adjusted Capital Account" of a Partner in respect of a General Partner
Interest, a Common Unit, a Subordinated Unit or an Incentive Distribution Right
or any other Partnership Interest shall be the amount which such Adjusted
Capital Account would be if such General Partner Interest, Common Unit,
Subordinated Unit, Incentive Distribution Right or other Partnership Interest
were the only interest in the Partnership held by such Partner from and after
the date on which such General Partner Interest, Common Unit, Subordinated Unit,
Incentive Distribution Right or other Partnership Interest was first issued.

      "Adjusted Operating Surplus" means, with respect to any period, Operating
Surplus generated with respect to such period (a) less (i) any net increase in
Working Capital Borrowings with respect to such period and (ii) any net
reduction in cash reserves for Operating Expenditures with respect to such
period not relating to an Operating Expenditure made with respect to such
period, and (b) plus (i) any net decrease in Working Capital Borrowings with
respect to such period, and (ii) any net increase in cash reserves for Operating
Expenditures with respect to such period required by any debt instrument for the
repayment of principal, interest or premium. Adjusted Operating Surplus does not
include the $15.0 million portion of Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus.

                                       2


      "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).

      "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

      "Aggregate Remaining Net Positive 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 in which the term "Agreed Allocation" is used).

      "Agreed Value" of any Contributed Property means the fair market value of
such property or other consideration at the time of contribution as determined
by the General Partner. The General Partner shall use such method as it
determines to be reasonable and appropriate to allocate the aggregate Agreed
Value of Contributed Properties contributed to the Partnership in a single or
integrated transaction among each separate property on a basis proportional to
the fair market value of each Contributed Property.

      "Agreement" means this Second Amended and Restated Agreement of Limited
Partnership of Sunoco Logistics Partners L.P., as it may be amended,
supplemented or restated from time to time.

      "Assignee" means a Non-citizen Assignee or a Person to whom one or more
Limited Partner Interests have been transferred in a manner permitted under this
Agreement and who has executed and delivered a Transfer Application as required
by this Agreement, but who has not been admitted as a Substituted Limited
Partner.

      "Associate" means, when used to indicate a relationship with any Person,
(a) any corporation or organization of which such Person is a director, officer
or partner or is, directly or indirectly, the owner of 20% or more of any class
of voting stock or other voting interest; (b) any trust or other estate in which
such Person has at least a 20% beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity; and (c) any relative or
spouse of such Person, or any relative of such spouse, who has the same
principal residence as such Person.

      "Available Cash" means, with respect to any Quarter ending prior to the
Liquidation Date:

            (a)   the sum of (i) all cash and cash equivalents of the
Partnership Group on hand at the end of such Quarter, and (ii) all additional
cash and cash equivalents of the Partnership Group on hand on the date of
determination of Available Cash with respect to such

                                       3


Quarter resulting from Working Capital Borrowings made subsequent to the end of
such Quarter, less

            (b)   the amount of any cash reserves established by the General
Partner to (i) provide for the proper conduct of the business of the Partnership
Group (including reserves for future capital expenditures and for anticipated
future credit needs of the Partnership Group) subsequent to such Quarter, (ii)
comply with applicable law or any loan agreement, security agreement, mortgage,
debt instrument or other agreement or obligation to which any Group Member is a
party or by which it is bound or its assets are subject or (iii) provide funds
for distributions under Section 6.4 or 6.5 in respect of any one or more of the
next four Quarters; provided, however, that the General Partner may not
establish cash reserves pursuant to (iii) above if the effect of such reserves
would be that the Partnership is unable to distribute the Minimum Quarterly
Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on
all Common Units, with respect to such Quarter; and, provided further, 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 of determination
of Available Cash with respect to such Quarter shall be deemed to have been
made, established, increased or reduced, for purposes of determining Available
Cash, within such Quarter if the General Partner so determines.

      Notwithstanding the foregoing, "Available Cash" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

      "Book Basis Derivative Items" means any item of income, deduction, gain or
loss included in the determination of Net Income or Net Loss that is computed
with reference to the Carrying Value of an Adjusted 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 of the Partners pursuant to Section 5.5(d).

      "Book-Tax Disparity" means with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Section 5.5 and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

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

      "Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States of
America or the Commonwealth of Pennsylvania shall not be regarded as a Business
Day.

                                       4


      "Capital Account" means the capital account maintained for a Partner
pursuant to Section 5.5. The "Capital Account" of a Partner in respect of a
General Partner Interest, a Common Unit, a Subordinated Unit, an Incentive
Distribution Right or any other Partnership Interest shall be the amount that
such Capital Account would be if such General Partner Interest, Common Unit,
Subordinated Unit, Incentive Distribution Right or other Partnership Interest
were the only interest in the Partnership held by such Partner from and after
the date on which such General Partner Interest, Common Unit, Subordinated Unit,
Incentive Distribution Right or other Partnership Interest was first issued.

      "Capital Contribution" means any cash, cash equivalents or the Net Agreed
Value of Contributed Property that a Partner contributes to the Partnership or
any payment made by the General Partner to the Partnership described in Section
5.2(c).

      "Capital Improvement" means any (a) addition or improvement to the capital
assets owned by any Group Member or (b) acquisition of existing, or the
construction of new, capital assets (including, without limitation, pipeline
systems, terminal storage facilities and related assets), in each case if such
addition, improvement, acquisition or construction is made to increase the
operating capacity or revenues of the Partnership Group from the operating
capacity or revenues of the Partnership Group existing immediately prior to such
addition, improvement, acquisition or construction.

      "Capital Surplus" has the meaning assigned to such term in Section 6.3(a).

      "Carrying Value" means (a) with respect to a Contributed Property, the
Agreed Value of such property reduced (but not below zero) by all depreciation,
amortization and cost recovery deductions charged to the Partners' and
Assignees' Capital Accounts in respect of such Contributed Property, and (b)
with respect to any other Partnership property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination.
The Carrying Value of any property shall be adjusted from time to time in
accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes,
additions or other adjustments to the Carrying Value for dispositions and
acquisitions of Partnership properties, as deemed appropriate by the General
Partner.

      "Cause" means a court of competent jurisdiction has entered a final,
non-appealable judgment finding the General Partner liable for actual fraud,
gross negligence or willful or wanton misconduct in its capacity as a general
partner of the Partnership.

      "Certificate" means a certificate (i) substantially in the form of Exhibit
A to this Agreement, (ii) issued in global form in accordance with the rules and
regulations of the Depositary or (iii) in such other form as may be adopted by
the General Partner, issued by the Partnership evidencing ownership of one or
more Common Units or a certificate, in such form as may be adopted by the
General Partner, issued by the Partnership evidencing ownership of one or more
other Partnership Securities.

      "Certificate of Limited Partnership" means the Certificate of Limited
Partnership of the Partnership filed with the Secretary of State of the State of
Delaware as referenced in Section

                                       5


7.2, as such Certificate of Limited Partnership may be amended, supplemented or
restated from time to time.

      "Citizenship Certification" means a properly completed certificate in such
form as may be specified by the General Partner by which an Assignee or a
Limited Partner certifies that he (and if he is a nominee holding for the
account of another Person, that to the best of his knowledge such other Person)
is an Eligible Citizen.

      "Claim" (as used in Section 7.12(c)) has the meaning assigned to such term
in Section 7.12(c).

      "Closing Date" means the first date on which Common Units were sold by the
Partnership to the Underwriters pursuant to the provisions of the Underwriting
Agreement.

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

      "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision of
any successor law.

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

      "Commenced Commercial Service" and "Commencement of Commercial Service"
shall mean the date a Capital Improvement is first put into service following
completion of construction and testing.

      "Commission" means the United States Securities and Exchange Commission.

      "Common Unit" means a Partnership Security representing a fractional part
of the Partnership Interests of all Limited Partners and Assignees, and having
the rights and obligations specified with respect to Common Units in this
Agreement. The term "Common Unit" does not refer to a Subordinated Unit prior to
its conversion into a Common Unit pursuant to the terms hereof.

      "Common Unit Arrearage" means, with respect to any Common Unit, whenever
issued, as to any Quarter within the Subordination Period, the excess, if any,
of (a) the Minimum Quarterly Distribution with respect to a Common Unit in
respect of such Quarter over (b) the sum of all Available Cash distributed with
respect to a Common Unit in respect of such Quarter pursuant to Section
6.4(a)(i).

      "Conflicts Committee" means a committee of the Board of Directors of the
General Partner composed entirely of two or more directors who are not (a)
security holders, officers or employees of the General Partner, (b) officers,
directors or employees of any Affiliate of the General Partner or (c) holders of
any ownership interest in the Partnership Group other than Common Units and who
also meet the independence standards required of directors who serve on an audit
committee of a board of directors established by the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder and
by the National Securities Exchange on which the Common Units are listed for
trading.

                                       6


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

      "Contribution Agreement" means that certain Contribution, Conveyance and
Assumption Agreement, dated as of the Closing Date, among the General Partner,
the Partnership, the Operating Partnership, Sunoco, Inc., Sunoco, Inc. (R&M) and
certain other parties, together with the additional conveyance documents and
instruments contemplated or referenced thereunder.

      "Cumulative Common Unit Arrearage" means, with respect to any Common Unit,
whenever issued, and as of the end of any Quarter, the excess, if any, of (a)
the sum resulting from adding together the Common Unit Arrearage as to an
Initial Common Unit for each of the Quarters within the Subordination Period
ending on or before the last day of such Quarter over (b) the sum of any
distributions theretofore made pursuant to Section 6.4(a)(ii) and the second
sentence of Section 6.5 with respect to an Initial Common Unit (including any
distributions to be made in respect of the last of such Quarters).

      "Curative Allocation" means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

      "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. Section 17-101, et seq., as amended, supplemented or restated from
time to time, and any successor to such statute.

      "Departing Partner" means a former General Partner from and after the
effective date of any withdrawal or removal of such former General Partner
pursuant to Section 11.1 or 11.2.

      "Depositary" means, with respect to any Units issued in global form, The
Depository Trust Company 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 in which any Group Member does business or proposes to
do business from time to time, and whose status as a Limited Partner or Assignee
does not or would not subject such Group Member to a significant risk of
cancellation or forfeiture of any of its properties or any interest therein.

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

      "Final Subordinated Units" has the meaning assigned to such term in
Section 6.1(d)(x).

      "First Liquidation Target Amount" has the meaning assigned to such term in
Section 6.1(c)(i)(D).

                                       7


      "First Target Distribution" means $0.50 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on March 31,
2002, it means the product of $0.50 multiplied by a fraction of which the
numerator is the number of days in such period, and of which the denominator is
90), subject to adjustment in accordance with Sections 6.6 and 6.9.

      "Fully Diluted Basis" means, when calculating the number of Outstanding
Units for any period, a basis that includes, in addition to the Outstanding
Units, all Partnership Securities and options, rights, warrants and appreciation
rights relating to an equity interest in the Partnership (a) that are
convertible into or exercisable or exchangeable for Units that are senior to or
pari passu with the Subordinated Units, (b) whose conversion, exercise or
exchange price is less than the Current Market Price on the date of such
calculation, and (c) that may be converted into or exercised or exchanged for
such Units during the Quarter following the end of the last Quarter contained in
the period for which the calculation is being made without the satisfaction of
any contingency beyond the control of the holder other than the payment of
consideration and the compliance with administrative mechanics applicable to
such conversion, exercise or exchange; provided that for purposes of determining
the number of Outstanding Units on a Fully Diluted Basis when calculating
whether the Subordination Period has ended or Subordinated Units are entitled to
convert into Common Units pursuant to Section 5.8, such Partnership Securities,
options, rights, warrants and appreciation rights shall be deemed to have been
Outstanding Units only for the four Quarters that comprise the last four
Quarters of the measurement period; provided, further, that if consideration
will be paid to any Group Member in connection with such conversion, exercise or
exchange, the number of Units to be included in such calculation shall be that
number equal to the difference between (i) the number of Units issuable upon
such conversion, exercise or exchange and (ii) the number of Units which such
consideration would purchase at the Current Market Price.

      "General Partner" means Sunoco Partners LLC and its successors and
permitted assigns as general partner of the Partnership.

      "General Partner Interest" means the ownership interest of the General
Partner in the Partnership (in its capacity as a general partner without
reference to any Limited Partner Interest held by it) which may be evidenced by
Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which the General Partner is entitled as
provided in this Agreement, together with all obligations of the General Partner
to comply with the terms and provisions of this Agreement.

      "Group" means a Person that with or through any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent given to such Person in response to a proxy or consent solicitation made
to 10 or more Persons) or disposing of any Partnership Securities with any other
Person that beneficially owns, or whose Affiliates or Associates beneficially
own, directly or indirectly, Partnership Securities.

      "Group Member" means a member of the Partnership Group.

      "Group Member Agreement" means the partnership agreement of any Group
Member, other than the Partnership, that is a limited or general partnership,
the limited liability company

                                       8


agreement of any Group Member that is a limited liability company, the
certificate of incorporation and bylaws or similar organizational documents of
any Group Member that is a corporation, the joint venture agreement or similar
governing document of any Group Member that is a joint venture and the governing
or organizational or similar documents of any other Group Member that is a
Person other than a limited or general partnership, limited liability company,
corporation or joint venture, as such may be amended, supplemented or restated
from time to time.

      "Holder" as used in Section 7.12, has the meaning assigned to such term in
Section 7.12(a).

      "Incentive Distribution Right" means a non-voting Limited Partner Interest
issued to the General Partner in connection with the transfer of substantially
all of its interests in Sunoco Logistics Partners GP LLC, Sun Pipe Line Services
(In) L.P., Sunoco Michigan (In) LLC, Explorer Pipeline Company, Sunoco Mid-Con
(In) LLC, Sun Pipe Line GP LLC, Sunoco Pipeline L.P., Sunoco R&M (In) LLC,
Sunoco Partners Marketing & Terminals L.P., Atlantic (In) LLC, Atlantic (In)
L.P. and Atlantic R&M (In) L.P. to the Partnership pursuant to Section 5.2,
which Partnership Interest will confer upon the holder thereof only the rights
and obligations specifically provided in this Agreement with respect to
Incentive Distribution Rights (and no other rights otherwise available to or
other obligations of a holder of a Partnership Interest). Notwithstanding
anything in this Agreement to the contrary, the holder of an Incentive
Distribution Right shall not be entitled to vote such Incentive Distribution
Right on any Partnership matter except as may otherwise be required by law.

      "Incentive Distributions" means any amount of cash distributed to the
holders of the Incentive Distribution Rights pursuant to Sections 6.4(a)(v),
(vi) and (vii) and 6.4(b)(iii), (iv) and (v).

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

      "Indemnitee" means (a) the General Partner, (b) any Departing Partner, (c)
any Person who is or was an Affiliate of the General Partner or any Departing
Partner, (d) any Person who is or was a member, partner, officer, director,
fiduciary or trustee of any Group Member, the General Partner or any Departing
Partner or any Affiliate of any Group Member, the General Partner or any
Departing Partner, (e) any Person who is or was serving at the request of the
General Partner or any Departing Partner or any Affiliate of the General Partner
or any Departing Partner as an officer, director, member, partner, fiduciary or
trustee of another Person; provided, that a Person shall not be an Indemnitee by
reason of providing, on a fee-for-services basis, trustee, fiduciary or
custodial services, and (f) any Person that the General Partner designates as an
"Indemnitee" for purposes of this Agreement.

      "Indenture" means that certain Indenture, dated as of February 7, 2002,
among the Partnership, the Operating Partnership, Sun Partners Marketing &
Terminals L.P., Sunoco Pipeline L.P. and First Union National Bank, as trustee.

      "Initial Common Units" means the Common Units sold in the Initial
Offering.

                                       9


      "Initial Limited Partners" means the General Partner (with respect to the
Incentive Distribution Rights, Common Units and Subordinated Units received by
it pursuant to Section 5.2) and the Underwriters, in each case upon being
admitted to the Partnership in accordance with Section 10.1.

      "Initial Offering" means the initial offering and sale of Common Units to
the public, as described in the Registration Statement.

      "Initial Unit Price" means (a) with respect to the Common Units and the
Subordinated Units, the initial public offering price per Common Unit at which
the Underwriters offered the Common Units to the public for sale as set forth on
the cover page of the prospectus included as part of the Registration Statement
and first issued at or after the time the Registration Statement first became
effective or (b) with respect to any other class or series of Units, the price
per Unit at which such class or series of Units is initially sold by the
Partnership, as determined by the General Partner, in each case adjusted as the
General Partner determines to be appropriate to give effect to any distribution,
subdivision or combination of Units.

      "Interim Capital Transactions" means the following transactions if they
occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings
of indebtedness (other than Working Capital Borrowings and other than for items
purchased on open account in the ordinary course of business) by any Group
Member and sales of debt securities of any Group Member; (b) sales of equity
interests of any Group Member (including the Common Units sold to the
Underwriters pursuant to the exercise of the Over-Allotment Option); and (c)
sales or other voluntary or involuntary dispositions of any assets of any Group
Member other than (i) sales or other dispositions of inventory, accounts
receivable and other assets in the ordinary course of business, and (ii) sales
or other dispositions of assets as part of normal retirements or replacements.

      "Issue Price" means the price at which a Unit is purchased from the
Partnership, after taking into account any sales commission or underwriting
discount charged to the Partnership.

      "Limited Partner" means, unless the context otherwise requires, (a) the
Organizational Limited Partner prior to its withdrawal from the Partnership,
each Initial Limited Partner, each Substituted Limited Partner, each Additional
Limited Partner and any Departing Partner upon the change of its status from
General Partner to Limited Partner pursuant to Section 11.3 or (b) solely for
purposes of Articles V, VI, VII and IX, each Assignee; provided, however, that
when the term "Limited Partner" is used herein in the context of any vote or
other approval, including without limitation Articles XIII and XIV, such term
shall not, solely for such purpose, include any holder of an Incentive
Distribution Right except as may otherwise be required by law.

      "Limited Partner Interest" means the ownership interest of a Limited
Partner or Assignee in the Partnership, which may be evidenced by Common Units,
Subordinated Units, Incentive Distribution Rights or other Partnership
Securities or a combination thereof or interest therein, and includes any and
all benefits to which such Limited Partner or Assignee is entitled as provided
in this Agreement, together with all obligations of such Limited Partner or
Assignee to comply with the terms and provisions of this Agreement; provided,
however, that when the term "Limited Partner Interest" is used herein in the
context of any vote or other approval, including

                                       10


without limitation Articles XIII and XIV, such term shall not, solely for such
purpose, include any holder of an Incentive Distribution Right except as may
otherwise be required by law.

      "Liquidation Date" means (a) in the case of an event giving rise to the
dissolution of the Partnership of the type described in clauses (a) and (b) of
the first sentence of Section 12.2, the date on which the applicable time period
during which the holders of Outstanding Units have the right to elect to
reconstitute the Partnership and continue its business has expired without such
an election being made, and (b) in the case of any other event giving rise to
the dissolution of the Partnership, the date on which such event occurs.

      "Liquidator" means one or more Persons selected by the General Partner to
perform the functions described in Section 12.3 as liquidating trustee of the
Partnership within the meaning of the Delaware Act.

      "Merger Agreement" has the meaning assigned to such term in Section 14.1.

      "Minimum Quarterly Distribution" means $0.45 per Unit per Quarter (or with
respect to the period commencing on the Closing Date and ending on March 31,
2002, it means the product of $0.45 multiplied by a fraction of which the
numerator is the number of days in such period and of which the denominator is
90), subject to adjustment in accordance with Sections 6.6 and 6.9.

      "National Securities Exchange" means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time, and any successor to such
statute, or the Nasdaq Stock Market or any successor thereto.

      "Net Agreed Value" means, (a) in the case of any Contributed Property, the
Agreed Value of such property reduced by any liabilities either assumed by the
Partnership upon such contribution or to which such property is subject when
contributed, and (b) in the case of any property distributed to a Partner or
Assignee by the Partnership, the Partnership's Carrying Value of such property
(as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner or
Assignee upon such distribution or to which such property is subject at the time
of distribution, in either case, as determined under Section 752 of the Code.

      "Net Income" means, for any taxable year, the excess, if any, of the
Partnership's items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of loss and deduction (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Income shall be determined in accordance with Section 5.5(b) and shall
not include any items specially allocated under Section 6.1(d); provided that
the determination of the items that have been specially allocated under Section
6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

      "Net Loss" means, for any taxable year, the excess, if any, of the
Partnership's items of loss and deduction (other than those items taken into
account in the computation of Net

                                       11


Termination Gain or Net Termination Loss) for such taxable year over the
Partnership's items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year. The items included in the calculation of Net Loss shall be
determined in accordance with Section 5.5(b) and shall not include any items
specially allocated under Section 6.1(d); provided that the determination of the
items that have been specially allocated under Section 6.1(d) shall be made as
if Section 6.1(d)(xii) were not in this Agreement.

      "Net Positive Adjustments" means, with respect to any Partner, the excess,
if any, of the total positive adjustments over the total negative adjustments
made to the Capital Account of such 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 Liquidation Date. The items included in the determination of Net
Termination Gain shall be determined in accordance with Section 5.5(b) and shall
not include any items of income, gain or loss specially allocated under Section
6.1(d).

      "Net Termination Loss" means, for any taxable year, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the Partnership
after the Liquidation Date. The items included in the determination of Net
Termination Loss shall be determined in accordance with Section 5.5(b) and shall
not include any items of income, gain or loss specially allocated under Section
6.1(d).

      "Non-citizen Assignee" means a Person whom the General Partner has
determined does not constitute an Eligible Citizen and as to whose Partnership
Interest the General Partner has become the Substituted Limited Partner,
pursuant to Section 4.9.

      "Nonrecourse Built-in Gain" means with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or pledge
securing a Nonrecourse Liability, the amount of any taxable gain that would be
allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and
6.2(b)(iii) if such properties were disposed of in a taxable transaction in full
satisfaction of such liabilities and for no other consideration.

      "Nonrecourse Deductions" means any and all items of loss, deduction or
expenditure (including, without limitation, any expenditure described in Section
705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury
Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

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

      "Notes" means the 7.25% Senior Notes due 2012 issued by the Operating
Partnership on the Closing Date.

      "Notice of Election to Purchase" has the meaning assigned to such term in
Section 15.1(b).

                                       12


      "Omnibus Agreement" means that Omnibus Agreement, dated as of the Closing
Date, among Sunoco, Inc., Sunoco, Inc. (R&M), the General Partner, the
Partnership, the Operating Partnership and certain other parties.

      "Operating Expenditures" means all Partnership Group expenditures,
including, but not limited to, taxes, reimbursements of the General Partner,
repayment of Working Capital Borrowings, debt service payments and capital
expenditures, subject to the following:

            (a)   Payments (including prepayments) of principal of and premium
on indebtedness other than Working Capital Borrowings shall not constitute
Operating Expenditures; and

            (b)   Operating Expenditures shall not include (i) capital
expenditures made for Acquisitions or for Capital Improvements, (ii) payment of
transaction expenses relating to Interim Capital Transactions or (iii)
distributions to Partners. Where capital expenditures are made in part for
Acquisitions or for Capital Improvements and in part for other purposes, the
General Partner shall determine the amounts to be allocated to each.

      "Operating Partnership" means Sunoco Logistics Partners Operations L.P., a
Delaware limited partnership, and any successors thereto.

      "Operating Partnership Agreement" means the Amended and Restated
Partnership Agreement of the Operating Partnership, as it may be amended,
supplemented or restated from time to time.

      "Operating Surplus" means, with respect to any period ending prior to the
Liquidation Date, on a cumulative basis and without duplication,

            (a)   the sum of (i) $15.0 million, (ii) all cash and cash
equivalents of the Partnership Group on hand as of the close of business on the
Closing Date, (iii) all cash receipts of the Partnership Group for the period
beginning on the Closing Date and ending with the last day of such period, other
than cash receipts from Interim Capital Transactions (except to the extent
specified in Section 6.5) and (iv) all cash receipts of the Partnership Group
after the end of such period but on or before the date of determination of
Operating Surplus with respect to such period resulting from Working Capital
Borrowings, less

            (b)   the sum of (i) Operating Expenditures for the period beginning
on the Closing Date and ending with the last day of such period and (ii) the
amount of cash reserves established by the General Partner to provide funds for
future Operating Expenditures; provided, however, that disbursements made
(including contributions to a Group Member or disbursements on behalf of a Group
Member) or cash reserves established, increased or reduced after the end of such
period but on or before the date of determination of Available Cash with respect
to such period shall be deemed to have been made, established, increased or
reduced, for purposes of determining Operating Surplus, within such period if
the General Partner so determines.

      Notwithstanding the foregoing, "Operating Surplus" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

                                       13


      "Opinion of Counsel" means a written opinion of counsel (who may be
regular counsel to the Partnership or the General Partner or any of its
Affiliates) acceptable to the General Partner.

      "Option Closing Date" means the date or dates on which any Common Units
are sold by the Partnership to the Underwriters upon exercise of the
Over-Allotment Option.

      "Organizational Limited Partner" means Sun Pipe Line Company of Delaware
in its capacity as the organizational limited partner of the Partnership
pursuant to this Agreement.

      "Outstanding" means, with respect to Partnership Securities, all
Partnership Securities that are issued by the Partnership and reflected as
outstanding on the Partnership's books and records as of the date of
determination; provided, however, that if at any time any Person or Group (other
than the General Partner or its Affiliates) beneficially owns 20% or more of any
Outstanding Partnership Securities of any class then Outstanding, all
Partnership Securities owned by such Person or Group shall not be voted on any
matter and shall not be considered to be Outstanding when sending notices of a
meeting of Limited Partners to vote on any matter (unless otherwise required by
law), calculating required votes, determining the presence of a quorum or for
other similar purposes under this Agreement, except that Common Units so owned
shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such
Common Units shall not, however, be treated as a separate class of Partnership
Securities for purposes of this Agreement); provided, further, that the
foregoing limitation shall not apply (i) to any Person or Group who acquired 20%
or more of any Outstanding Partnership Securities of any class then Outstanding
directly from the General Partner or its Affiliates, (ii) to any Person or Group
who acquired 20% or more of any Outstanding Partnership Securities of any class
then Outstanding directly or indirectly from a Person or Group described in
clause (i) provided that the General Partner shall have notified such Person or
Group in writing that such limitation shall not apply, or (iii) to any Person or
Group who acquired 20% or more of any Partnership Securities issued by the
Partnership with the prior approval of the board of directors of the General
Partner.

      "Over-Allotment Option" means the over-allotment option granted to the
Underwriters by the Partnership pursuant to the Underwriting Agreement.

      "Parity Units" means Common Units and all other Units of any other class
or series that have the right (i) to receive distributions of Available Cash
from Operating Surplus pursuant to each of subclauses (a)(i) and (a)(ii) of
Section 6.4 in the same order of priority with respect to the participation of
Common Units in such distributions or (ii) to participate in allocations of Net
Termination Gain pursuant to Section 6.1(c)(i)(B) in the same order of priority
with the Common Units, in each case regardless of whether the amounts or value
so distributed or allocated on each Parity Unit equals the amount or value so
distributed or allocated on each Common Unit. Units whose participation in such
(i) distributions of Available Cash from Operating Surplus and (ii) allocations
of Net Termination Gain are subordinate in order of priority to such
distributions and allocations on Common Units shall not constitute Parity Units
even if such Units are convertible under certain circumstances into Common Units
or Parity Units.

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

                                       14


      "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Treasury Regulation Section 1.704-2(i)(2).

      "Partner Nonrecourse Deductions" means any and all items of loss,
deduction or expenditure (including, without limitation, any expenditure
described in Section 705(a)(2)(B) of the Code) that, in accordance with the
principles of Treasury Regulation Section 1.704-2(i), are attributable to a
Partner Nonrecourse Debt.

      "Partners" means the General Partner and the Limited Partners.

      "Partnership" means Sunoco Logistics Partners L.P., a Delaware limited
partnership, and any successors thereto.

      "Partnership Group" means the Partnership, the Operating Partnership and
any Subsidiary of any such entity, treated as a single consolidated entity.

      "Partnership Interest" means an interest in the Partnership, which shall
include the General Partner Interest and Limited Partner Interests.

      "Partnership Minimum Gain" means that amount determined in accordance with
the principles of Treasury Regulation Section 1.704-2(d).

      "Partnership Security" means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights
relating to an equity interest in the Partnership), including without
limitation, Common Units, Subordinated Units and Incentive Distribution Rights.

      "Percentage Interest" means as of any date of determination (a) as to the
General Partner (in its capacity as General Partner without reference to any
Limited Partner Interests held by it), 2.0%, (b) as to any Unitholder or
Assignee holding Units, the product obtained by multiplying (i) 98% less the
percentage applicable to paragraph (c) by (ii) the quotient obtained by dividing
(A) the number of Units held by such Unitholder or Assignee by (B) the total
number of all Outstanding Units, and (c) as to the holders of other Partnership
Securities issued by the Partnership in accordance with Section 5.6, the
percentage established as a part of such issuance. The Percentage Interest with
respect to an Incentive Distribution Right shall at all times be zero.

      "Person" means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,
government agency or political subdivision thereof or other entity.

      "Per Unit Capital Amount" means, as of any date of determination, the
Capital Account, stated on a per Unit basis, underlying any Unit held by a
Person other than the General Partner or any Affiliate of the General Partner
who holds Units.

      "Pipelines and Terminals Storage and Throughput Agreement" means that
certain Pipelines and Terminals Storage and Throughput Agreement, dated as of
the Closing Date, among Sunoco, Inc. (R&M) and Sunoco Pipeline L.P.

                                       15


      "Pro Rata" means (a) when modifying Units or any class thereof,
apportioned equally among all designated Units in accordance with their relative
Percentage Interests, (b) when modifying Partners and Assignees, apportioned
among all Partners and Assignees in accordance with their relative Percentage
Interests and (c) when modifying holders of Incentive Distribution Rights,
apportioned equally among all holders of Incentive Distribution Rights in
accordance with the relative number or percentage of Incentive Distribution
Rights held by each such holder.

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

      "Quarter" means, unless the context requires otherwise, a fiscal quarter,
or, with respect to the first fiscal quarter after the Closing Date, the portion
of such fiscal quarter after the Closing Date, of the Partnership.

      "Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or Section 743 of the
Code) upon the disposition of any property or asset of the Partnership, which
gain is characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

      "Record Date" means the date established by the General Partner for
determining (a) the identity of the Record Holders entitled to notice of, or to
vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to
exercise rights in respect of any lawful action of Limited Partners or (b) the
identity of Record Holders entitled to receive any report or distribution or to
participate in any offer.

      "Record Holder" means the Person in whose name a Common Unit is registered
on the books of the Transfer Agent as of the opening of business on a particular
Business Day, or with respect to other Partnership Securities, the Person in
whose name any such other Partnership Security is registered on the books that
the General Partner has caused to be kept as of the opening of business on such
Business Day.

      "Redeemable Interests" means any Partnership Interests for which a
redemption notice has been given, and has not been withdrawn, pursuant to
Section 4.10.

      "Registration Statement" means the Registration Statement on Form S-1
(Registration No. 333-71968) as it has been or as it may be amended or
supplemented from time to time, filed by the Partnership with the Commission
under the Securities Act to register the offering and sale of the Common Units
in the Initial Offering.

      "Remaining Basket Amount" has the meaning assigned to such term in Section
5.7(h).

      "Remaining Net Positive Adjustments" means as of the end of any taxable
period, (i) with respect to the Unitholders holding Common Units or Subordinated
Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding
Common Units or Subordinated Units as of the end of such period over (b) the sum
of those Partners' Share of Additional Book Basis Derivative Items for each
prior taxable period, (ii) with respect to the General Partner (as holder

                                       16


of the General Partner Interest), the excess of (a) the Net Positive Adjustments
of the General Partner as of the end of such period over (b) the sum of the
General Partner's Share of Additional Book Basis Derivative Items with respect
to the General Partner Interest for each prior taxable period, and (iii) with
respect to the holders of Incentive Distribution Rights, the excess of (a) the
Net Positive Adjustments of the holders of Incentive Distribution Rights as of
the end of such period over (b) the sum of the Share of Additional Book Basis
Derivative Items of the holders of the Incentive Distribution Rights for each
prior taxable period.

      "Required Allocations" means (a) any limitation imposed on any allocation
of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and
(b) any allocation of an item of income, gain, loss or deduction pursuant to
Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

      "Residual Gain" or "Residual Loss" means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of a Contributed Property
or Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate
Book-Tax Disparities.

      "Restricted Activities" has the meaning assigned to such term in the
Omnibus Agreement.

      "Retained Assets" means the pipeline, terminal and other logistics assets
and investments owned by Sunoco, Inc. and its affiliates that were not conveyed,
contributed or otherwise transferred to the Partnership Group pursuant to the
Contribution Agreement, including, without limitation, Mid-Valley Pipeline
Company, West Texas Gulf Pipeline Company, the Mesa pipeline and Inland
Corporation; provided, however, that the term "Retained Assets" shall not
include any pipeline, terminal or other logistics assets or investments that are
sold, transferred or otherwise disposed of after the date of this Agreement to a
Person that is not an Affiliate of Sunoco, Inc.

      "Second Liquidation Target Amount" has the meaning assigned to such term
in Section 6.1(c)(i)(E).

      "Second Target Distribution" means $0.575 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on March 31,
2002, it means the product of $0.575 multiplied by a fraction of which the
numerator is equal to the number of days in such period and of which the
denominator is 90), subject to adjustment in accordance with Sections 6.6 and
6.9.

      "Securities Act" means the Securities Act of 1933, as amended,
supplemented or restated from time to time and any successor to such statute.

      "Share of Additional Book Basis Derivative Items" means in connection with
any allocation of Additional Book Basis Derivative Items for any taxable period,
(i) with respect to the Unitholders holding Common Units or Subordinated Units,
the amount that bears the same ratio to such Additional Book Basis Derivative
Items as the Unitholders' Remaining Net Positive Adjustments as of the end of
such period bears to the Aggregate Remaining Net Positive Adjustments as of that
time, (ii) with respect to the General Partner (as holder of the General

                                       17


Partner Interest), the amount that bears the same ratio to such additional Book
Basis Derivative Items as the General Partner's Remaining Net Positive
Adjustments as of the end of such period bears to the Aggregate Remaining Net
Positive Adjustment as of that time, and (iii) with respect to the Partners
holding Incentive Distribution Rights, the amount that bears the same ratio to
such Additional Book Basis Derivative Items as the Remaining Net Positive
Adjustments of the Partners holding the Incentive Distribution Rights as of the
end of such period bears 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.

      "Subordinated Unit" means a Unit representing a fractional part of the
Partnership Interests of all Limited Partners and Assignees and having the
rights and obligations specified with respect to Subordinated Units in this
Agreement. The term "Subordinated Unit" as used herein does not include a Common
Unit or Parity Unit. A Subordinated Unit that is convertible into a Common Unit
or a Parity Unit shall not constitute a Common Unit or Parity Unit until such
conversion occurs.

      "Subordination Period" means the period commencing on the Closing Date and
ending on the first to occur of the following dates:

            (a)   the first day of any Quarter beginning after December 31, 2006
in respect of which (i) (A) distributions of Available Cash from Operating
Surplus on each of the Outstanding Common Units and Subordinated Units and any
other Outstanding Units that are senior or equal in right of distribution to the
Subordinated Units with respect to each of the three consecutive,
non-overlapping four-Quarter periods immediately preceding such date equaled or
exceeded the sum of the Minimum Quarterly Distribution (or portion thereof for
the first fiscal quarter after the Closing Date) on all Outstanding Common Units
and Subordinated Units and any other Outstanding Units that are senior or equal
in right of distribution to the Subordinated Units during such periods and (B)
the Adjusted Operating Surplus for each of the three consecutive,
non-overlapping four-Quarter periods immediately preceding such date equaled or
exceeded the sum of the Minimum Quarterly Distribution on all of the Common
Units and Subordinated Units and any other Units that are senior or equal in
right of distribution to the Subordinated Units that were Outstanding during
such periods on a Fully Diluted Basis, plus the related distribution on the
General Partner Interest, with respect to such periods and (ii) there are no
Cumulative Common Unit Arrearages; and

            (b)   the date on which the General Partner is removed as general
partner of the Partnership upon the requisite vote by holders of Outstanding
Units under circumstances where Cause does not exist and Units held by the
General Partner and its Affiliates are not voted in favor of such removal.

      "Subsidiary" means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the date
of determination, by such Person, by one or more Subsidiaries of such Person or
a combination thereof, (b) a partnership (whether general or limited) in which
such

                                       18


Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of the partnership as a single class) is owned, directly or
indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other Person
(other than a corporation or a partnership) in which such Person, one or more
Subsidiaries of such Person, or a combination thereof, directly or indirectly,
at the date of determination, has (i) at least a majority ownership interest or
(ii) the power to elect or direct the election of a majority of the directors or
other governing body of such Person.

      "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 10.2 in place of and with all the
rights of a Limited Partner and who is shown as a Limited Partner on the books
and records of the Partnership.

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

      "Third Liquidation Target Amount" has the meaning assigned to such term in
Section 6.1(c)(i)(F).

      "Third Target Distribution" means $0.70 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on March 31,
2002, it means the product of $0.70 multiplied by a fraction of which the
numerator is equal to the number of days in such period and of which the
denominator is 90), subject to adjustment in accordance with Sections 6.6 and
6.9.

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

      "Transfer" has the meaning assigned to such term in Section 4.4(a).

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

      "Transfer Application" means an application and agreement for transfer of
Units in the form set forth on the back of a Certificate or in a form
substantially to the same effect in a separate instrument.

      "Treasury Services Agreement" means the Treasury Services Agreement, dated
as of the Closing Date, among Sunoco, Inc., the General Partner and the
Partnership.

      "Underwriter" means each Person named as an underwriter in Schedule I to
the Underwriting Agreement who purchases Common Units pursuant thereto.

      "Underwriting Agreement" means the Underwriting Agreement, dated February
4, 2002, among the Underwriters, the Partnership, the General Partner, the
Operating Partnership, the

                                       19



general partner of the Operating Partnership and Sunoco, Inc. providing for the
purchase of Common Units by such Underwriters.

      "Unit" means a Partnership Security that is designated as a "Unit" and
shall include Common Units and Subordinated Units but shall not include (i) a
General Partner Interest or (ii) Incentive Distribution Rights.

      "Unitholders" means the holders of Units.

      "Unit Majority" means, during the Subordination Period, at least a
majority of the Outstanding Common Units (excluding Common Units owned by the
General Partner and its Affiliates) voting as a class and at least a majority of
the Outstanding Subordinated Units voting as a class, and after the end of the
Subordination Period, at least a majority of the Outstanding Common Units.

      "Unpaid MQD" has the meaning assigned to such term in Section
6.1(c)(i)(B).

      "Unrealized Gain" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the fair market
value of such property as of such date (as determined under Section 5.5(d)) over
(b) the Carrying Value of such property as of such date (prior to any adjustment
to be made pursuant to Section 5.5(d) as of such date).

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

      "Unrecovered Capital" means at any time, with respect to a Unit, the
Initial Unit Price less the sum of all distributions constituting Capital
Surplus theretofore made in respect of an Initial Common Unit and any
distributions of cash (or the Net Agreed Value of any distributions in kind) in
connection with the dissolution and liquidation of the Partnership theretofore
made in respect of an Initial Common Unit, adjusted as the General Partner
determines to be appropriate to give effect to any distribution, subdivision or
combination of such Units.

      "U.S. GAAP" means United States generally accepted accounting principles
consistently applied.

      "Withdrawal Opinion of Counsel" has the meaning assigned to such term in
Section 11.1(b).

      "Working Capital Borrowings" means borrowings used solely for working
capital purposes or to pay distributions to Partners made pursuant to a credit
facility or other arrangement to the extent such borrowings are required to be
reduced to a relatively small amount each year (or for the year in which the
Initial Offering is consummated, the 12-month period beginning on the Closing
Date) for an economically meaningful period of time.

                                       20



Section 1.2 Construction.

      Unless the context requires otherwise: (a) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) the term "include" or "includes" means
includes, without limitation, and "including" means including, without
limitation.

                                   ARTICLE II

                                  ORGANIZATION

Section 2.1 Formation.

      The General Partner and the Organizational Limited Partner have previously
formed the Partnership as a limited partnership pursuant to the provisions of
the Delaware Act and hereby amend and restate the original Agreement of Limited
Partnership of Sunoco Logistics Partners L.P. in its entirety. This amendment
and restatement shall become effective on the date of this Agreement. Except as
expressly provided to the contrary in this Agreement, the rights, duties
(including fiduciary duties), liabilities and obligations of the Partners and
the administration, dissolution and termination of the Partnership shall be
governed by the Delaware Act. All Partnership Interests shall constitute
personal property of the owner thereof for all purposes and a Partner has no
interest in specific Partnership property.

Section 2.2 Name.

      The name of the Partnership shall be "Sunoco Logistics Partners L.P." The
Partnership's business may be conducted under any other name or names determined
by the General Partner, including the name of the General Partner. The words
"Limited Partnership," "L.P.," "Ltd." or similar words or letters shall be
included in the Partnership's name where necessary for the purpose of complying
with the laws of any jurisdiction that so requires. The General Partner may
change the name of the Partnership at any time and from time to time and shall
notify the Limited Partners of such change in the next regular communication to
the Limited Partners.

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

      Unless and until changed by the General Partner, the registered office of
the Partnership in the State of Delaware shall be located at 1209 Orange Street,
Wilmington, Delaware 19801, and the registered agent for service of process on
the Partnership in the State of Delaware at such registered office shall be The
Corporation Trust Company. The principal office of the Partnership shall be
located at 1801 Market Street, Philadelphia, Pennsylvania 19103 or such other
place as the General Partner may from time to time designate by notice to the
Limited Partners. The Partnership may maintain offices at such other place or
places within or outside the State of Delaware as the General Partner shall
determine. The address of the General Partner shall be 1801 Market Street,
Philadelphia, Pennsylvania 19103 or such other place as the General Partner may
from time to time designate by notice to the Limited Partners.

                                       21


Section 2.4 Purpose and Business.

      The purpose and nature of the business to be conducted by the Partnership
shall be to (a) serve as a partner of the Operating Partnership and, in
connection therewith, to exercise all the rights and powers conferred upon the
Partnership as a partner of the Operating Partnership pursuant to the Operating
Partnership Agreement or otherwise, (b) engage directly in, or enter into or
form any corporation, partnership, joint venture, limited liability company or
other arrangement to engage indirectly in, any business activity that the
Operating Partnership is permitted to engage in by the Operating Partnership
Agreement or that its subsidiaries are permitted to engage in by their limited
liability company or partnership agreements and, in connection therewith, to
exercise all of the rights and powers conferred upon the Partnership pursuant to
the agreements relating to such business activity, (c) engage directly in, or
enter into or form any corporation, partnership, joint venture, limited
liability company or other arrangement to engage indirectly in, any business
activity that is approved by the General Partner and which lawfully may be
conducted by a limited partnership organized pursuant to the Delaware Act and,
in connection therewith, to exercise all of the rights and powers conferred upon
the Partnership pursuant to the agreements relating to such business activity;
provided, however, that the General Partner determines, as of the date of the
acquisition or commencement of such activity, that such activity (i) generates
"qualifying income" (as such term is defined pursuant to Section 7704 of the
Code) or a Subsidiary or a Partnership activity that generates qualifying income
or (ii) enhances the operations of an activity of the Operating Partnership, and
(d) do anything necessary or appropriate to the foregoing, including the making
of capital contributions or loans to a Group Member. The General Partner shall
have no duty or obligation to propose or approve, and may decline to propose or
approve, the conduct by the Partnership of any business free of any fiduciary
duty or obligation whatsoever to the Partnership, any Limited Partner or
Assignee and, in declining to so propose or approve, shall not be required to
act in good faith or pursuant to any other standard imposed by this Agreement,
any Group Member Agreement, any other agreement contemplated hereby or under the
Delaware Act or any other law, rule or regulation.

Section 2.5 Powers.

      The Partnership shall be empowered to do any and all acts and things
necessary and appropriate for the furtherance and accomplishment of the purposes
and business described in Section 2.4 and for the protection and benefit of the
Partnership.

Section 2.6 Power of Attorney.

      (a) Each Limited Partner and each Assignee hereby constitutes and appoints
the General Partner and, if a Liquidator shall have been selected pursuant to
Section 12.3, the Liquidator (and any successor to the Liquidator by merger,
transfer, assignment, election or otherwise) and each of their authorized
officers and attorneys-in-fact, as the case may be, with full power of
substitution, as his true and lawful agent and attorney-in-fact, with full power
and authority in his name, place and stead, to:

            (i)   execute, swear to, acknowledge, deliver, file and record in
      the appropriate public offices (A) all certificates, documents and other
      instruments (including this

                                       22


      Agreement and the Certificate of Limited Partnership and all amendments or
      restatements hereof or thereof) that the General Partner or the Liquidator
      determines to be necessary or appropriate to form, qualify or continue the
      existence or qualification of the Partnership as a limited partnership (or
      a partnership in which the limited partners have limited liability) in the
      State of Delaware and in all other jurisdictions in which the Partnership
      may conduct business or own property; (B) all certificates, documents and
      other instruments that the General Partner or the Liquidator determines to
      be necessary or appropriate to reflect, in accordance with its terms, any
      amendment, change, modification or restatement of this Agreement; (C) all
      certificates, documents and other instruments (including conveyances and a
      certificate of cancellation) that the General Partner or the Liquidator
      determines to be necessary or appropriate to reflect the dissolution and
      liquidation of the Partnership pursuant to the terms of this Agreement;
      (D) all certificates, documents and other instruments relating to the
      admission, withdrawal, removal or substitution of any Partner pursuant to,
      or other events described in, Article IV, X, XI or XII; (E) all
      certificates, documents and other instruments relating to the
      determination of the rights, preferences and privileges of any class or
      series of Partnership Securities issued pursuant to Section 5.6; and (F)
      all certificates, documents and other instruments (including agreements
      and a certificate of merger) relating to a merger, consolidation or
      conversion of the Partnership pursuant to Article XIV; and

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

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

      (b) The foregoing power of attorney is hereby declared to be irrevocable
and a power coupled with an interest, and it shall survive and, to the maximum
extent permitted by law, not be affected by the subsequent death, incompetency,
disability, incapacity, dissolution, bankruptcy or termination of any Limited
Partner or Assignee and the transfer of all or any portion of such Limited
Partner's or Assignee's Partnership Interest and shall extend to such Limited
Partner's or Assignee's heirs, successors, assigns and personal representatives.
Each such Limited Partner or Assignee hereby agrees to be bound by any
representation made by the General Partner or the Liquidator acting in good
faith pursuant to such power of attorney; and each such Limited Partner or
Assignee, to the maximum extent permitted by law, hereby waives any and all
defenses that may be available to contest, negate or disaffirm the action of the

                                       23


General Partner or the Liquidator taken in good faith under such power of
attorney. Each Limited Partner or Assignee shall execute and deliver to the
General Partner or the Liquidator, within 15 days after receipt of the request
therefor, such further designation, powers of attorney and other instruments as
the General Partner or the Liquidator may request in order to effectuate this
Agreement and the purposes of the Partnership.

Section 2.7 Term.

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

Section 2.8 Title to Partnership Assets.

      Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner or Assignee, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to
any or all of the Partnership assets may be held in the name of the Partnership,
the General Partner, one or more of its Affiliates or one or more nominees, as
the General Partner may determine. The General Partner hereby declares and
warrants that any Partnership assets for which record title is held in the name
of the General Partner or one or more of its Affiliates or one or more nominees
shall be held by the General Partner or such Affiliate or nominee for the use
and benefit of the Partnership in accordance with the provisions of this
Agreement; provided, however, that the General Partner shall use reasonable
efforts to cause record title to such assets (other than those assets in respect
of which the General Partner determines that the expense and difficulty of
conveyancing makes transfer of record title to the Partnership impracticable) to
be vested in the Partnership as soon as reasonably practicable; provided,
further, that, prior to the withdrawal or removal of the General Partner or as
soon thereafter as practicable, the General Partner shall use reasonable efforts
to effect the transfer of record title to the Partnership and, prior to any such
transfer, will provide for the use of such assets in a manner satisfactory to
the General Partner. All Partnership assets shall be recorded as the property of
the Partnership in its books and records, irrespective of the name in which
record title to such Partnership assets is held.

                                  ARTICLE III

                           RIGHTS OF LIMITED PARTNERS

Section 3.1 Limitation of Liability.

      The Limited Partners and the Assignees shall have no liability under this
Agreement except as expressly provided in this Agreement or the Delaware Act.

                                       24


Section 3.2 Management of Business.

      No Limited Partner or Assignee, in its capacity as such, shall participate
in the operation, management or control (within the meaning of the Delaware Act)
of the Partnership's business, transact any business in the Partnership's name
or have the power to sign documents for or otherwise bind the Partnership. Any
action taken by any Affiliate of the General Partner or any officer, director,
employee, manager, member, general partner, agent or trustee of the General
Partner or any of its Affiliates, or any officer, director, employee, manager,
member, general partner, agent or trustee of a Group Member, in its capacity as
such, shall not be deemed to be participation in the control of the business of
the Partnership by a limited partner of the Partnership (within the meaning of
Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate
the limitations on the liability of the Limited Partners or Assignees under this
Agreement.

Section 3.3 Outside Activities of the Limited Partners.

      Subject to the provisions of Section 7.5 and the Omnibus Agreement, which
shall continue to be applicable to the Persons referred to therein, regardless
of whether such Persons shall also be Limited Partners or Assignees, any Limited
Partner or Assignee shall be entitled to and may have business interests and
engage in business activities in addition to those relating to the Partnership,
including business interests and activities in direct competition with the
Partnership Group. Neither the Partnership nor any of the other Partners or
Assignees shall have any rights by virtue of this Agreement in any business
ventures of any Limited Partner or Assignee.

Section 3.4 Rights of Limited Partners.

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

            (i)   to obtain true and full information regarding the status of
      the business and financial condition of the Partnership;

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

            (iii) to have furnished to him a current list of the name and last
      known business, residence or mailing address of each Partner;

            (iv)  to have furnished to him a copy of this Agreement and the
      Certificate of Limited Partnership and all amendments thereto, together
      with a copy of the executed copies of all powers of attorney pursuant to
      which this Agreement, the Certificate of Limited Partnership and all
      amendments thereto have been executed;

            (v)   to obtain true and full information regarding the amount of
      cash and a description and statement of the Net Agreed Value of any other
      Capital Contribution by

                                     25


      each Partner and that each Partner has agreed to contribute in the future,
      and the date on which each became a Partner; and

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

      (b)   The General Partner may keep confidential from the Limited Partners
and Assignees, for such period of time as the General Partner deems reasonable,
(i) any information that the General Partner reasonably believes to be in the
nature of trade secrets or (ii) other information the disclosure of which the
General Partner in good faith believes (A) is not in the best interests of the
Partnership Group, (B) could damage the Partnership Group or (C) that any Group
Member is required by law or by agreement with any third party to keep
confidential (other than agreements with Affiliates of the Partnership the
primary purpose of which is to circumvent the obligations set forth in this
Section 3.4).

                                   ARTICLE IV

        CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
                      REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1 Certificates.

      Upon the Partnership's issuance of Common Units or Subordinated Units to
any Person, the Partnership shall issue, upon the request of such Person, one or
more Certificates in the name of such Person evidencing the number of such Units
being so issued. In addition, (a) upon the General Partner's request, the
Partnership shall issue to it one or more Certificates in the name of the
General Partner evidencing its interests in the Partnership and (b) upon the
request of any Person owning Incentive Distribution Rights or any other
Partnership Securities other than Common Units or Subordinated Units, the
Partnership shall issue to such Person one or more certificates evidencing such
Incentive Distribution Rights or other Partnership Securities other than Common
Units or Subordinated Units. Certificates shall be executed on behalf of the
Partnership by the Chairman of the Board, President or any Executive Vice
President or Vice President and the Secretary or any Assistant Secretary of the
General Partner. No Common Unit Certificate shall be valid for any purpose until
it has been countersigned by the Transfer Agent; provided, however, that if the
General Partner elects to issue Common Units in global form, the Common Unit
Certificates shall be valid upon receipt of a certificate from the Transfer
Agent certifying that the Common Units have been duly registered in accordance
with the directions of the Partnership and the Underwriters. Subject to the
requirements of Section 6.7(b), the Partners holding Certificates evidencing
Subordinated Units may exchange such Certificates for Certificates evidencing
Common Units on or after the date on which such Subordinated Units are converted
into Common Units pursuant to the terms of Section 5.8.

Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates.

      (a)   If any mutilated Certificate is surrendered to the Transfer Agent,
the appropriate officers of the General Partner on behalf of the Partnership
shall execute, and the Transfer Agent

                                       26


shall countersign and deliver in exchange therefor, a new Certificate evidencing
the same number and type of Partnership Securities as the Certificate so
surrendered.

      (b)   The appropriate officers of the General Partner on behalf of the
Partnership shall execute and deliver, and the Transfer Agent shall countersign
a new Certificate in place of any Certificate previously issued if the Record
Holder of the Certificate:

            (i)   makes proof by affidavit, in form and substance satisfactory
      to the Partnership, that a previously issued Certificate has been lost,
      destroyed or stolen;

            (ii)  requests the issuance of a new Certificate before the
      Partnership has notice that the Certificate has been acquired by a
      purchaser for value in good faith and without notice of an adverse claim;

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

            (iv)  satisfies any other reasonable requirements imposed by the
      Partnership.

      If a Limited Partner or Assignee fails to notify the Partnership within a
reasonable time after he has notice of the loss, destruction or theft of a
Certificate, and a transfer of the Limited Partner Interests represented by the
Certificate is registered before the Partnership, the General Partner or the
Transfer Agent receives such notification, the Limited Partner or Assignee shall
be precluded from making any claim against the Partnership, the General Partner
or the Transfer Agent for such transfer or for a new Certificate.

      (c)   As a condition to the issuance of any new Certificate under this
Section 4.2, the Partnership may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Transfer
Agent) reasonably connected therewith.

Section 4.3 Record Holders.

      The Partnership shall be entitled to recognize the Record Holder as the
Partner or Assignee with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Partnership Interest on the part of any other Person, regardless of whether
the Partnership shall have actual or other notice thereof, except as otherwise
provided by law or any applicable rule, regulation, guideline or requirement of
any National Securities Exchange on which such Partnership Interests are listed
for trading. Without limiting the foregoing, when a Person (such as a broker,
dealer, bank, trust company or clearing corporation or an agent of any of the
foregoing) is acting as nominee, agent or in some other representative capacity
for another Person in acquiring and/or holding Partnership Interests, as between
the Partnership on the one hand, and such other Persons on the other, such
representative Person (a) shall be the Partner or Assignee (as the case may be)
of record and beneficially, (b) must execute and deliver a Transfer Application
and (c) shall be bound by this

                                       27


Agreement and shall have the rights and obligations of a Partner or Assignee (as
the case may be) hereunder and as, and to the extent, provided for herein.

Section 4.4 Transfer Generally.

      (a)   The term "transfer," when used in this Agreement with respect to a
Partnership Interest, shall be deemed to refer to a transaction (i) by which the
General Partner assigns its General Partner Interest to another Person or by
which a holder of Incentive Distribution Rights assigns its Incentive
Distribution Rights to another Person, and includes a sale, assignment, gift,
pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition
by law or otherwise or (ii) by which the holder of a Limited Partner Interest,
other than an Incentive Distribution Right, assigns such Limited Partner
Interest to another Person who is or becomes a Limited Partner or an Assignee,
and includes a sale, assignment, gift, exchange or any other disposition by law
or otherwise, including any transfer upon foreclosure of any pledge,
encumbrance, hypothecation or mortgage.

      (b)   No Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article IV.
Any transfer or purported transfer of a Partnership Interest not made in
accordance with this Article IV shall be null and void.

      (c)   Nothing contained in this Agreement shall be construed to prevent a
disposition by any member of the General Partner of any or all of the membership
interests of the General Partner.

Section 4.5 Registration and Transfer of Limited Partner Interests.

      (a)   The General Partner shall keep or cause to be kept on behalf of the
Partnership a register in which, subject to such reasonable regulations as it
may prescribe and subject to the provisions of Section 4.5(b), the Partnership
will provide for the registration and transfer of Limited Partner Interests. The
Transfer Agent is hereby appointed registrar and transfer agent for the purpose
of registering Common Units and transfers of such Common Units as herein
provided. The Partnership shall not recognize transfers of Certificates
evidencing Limited Partner Interests unless such transfers are effected in the
manner described in this Section 4.5. Upon surrender of a Certificate for
registration of transfer of any Limited Partner Interests evidenced by a
Certificate, and subject to the provisions of Section 4.5(b), the appropriate
officers of the General Partner on behalf of the Partnership shall execute and
deliver, and in the case of Common Units, the Transfer Agent shall countersign
and deliver, in the name of the holder or the designated transferee or
transferees, as required pursuant to the holder's instructions, one or more new
Certificates evidencing the same aggregate number and type of Limited Partner
Interests as was evidenced by the Certificate so surrendered.

      (b)   Except as otherwise provided in Section 4.9, the Partnership shall
not recognize any transfer of Limited Partner Interests until the Certificates
evidencing such Limited Partner Interests are surrendered for registration of
transfer and such Certificates are accompanied by a Transfer Application duly
executed by the transferee (or the transferee's attorney-in-fact duly authorized
in writing). No charge shall be imposed by the Partnership for such transfer;
provided, that as a condition to the issuance of any new Certificate under this
Section 4.5, the Partnership

                                       28


may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed with respect thereto.

      (c)   Limited Partner Interests may be transferred only in the manner
described in this Section 4.5. The transfer of any Limited Partner Interests and
the admission of any new Limited Partner shall not constitute an amendment to
this Agreement.

      (d)   Until admitted as a Substituted Limited Partner pursuant to Section
10.2, the Record Holder of a Limited Partner Interest shall be an Assignee in
respect of such Limited Partner Interest. Limited Partners may include
custodians, nominees or any other individual or entity in its own or any
representative capacity.

      (e)   A transferee of a Limited Partner Interest who has completed and
delivered a Transfer Application shall be deemed to have (i) requested admission
as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and
to have executed this Agreement, (iii) represented and warranted that such
transferee has the right, power and authority and, if an individual, the
capacity to enter into this Agreement, (iv) granted the powers of attorney set
forth in this Agreement and (v) given the consents and approvals and made the
waivers contained in this Agreement.

      (f)   The General Partner and its Affiliates shall have the right at any
time to transfer their Subordinated Units and Common Units (whether issued upon
conversion of the Subordinated Units or otherwise) to one or more Persons.

Section 4.6 Transfer of the General Partner's General Partner Interest.

      (a)   Subject to Section 4.6(c) below, prior to December 31, 2011, the
General Partner shall not transfer all or any part of its General Partner
Interest to a Person unless such transfer (i) has been approved by the prior
written consent or vote of the holders of at least a majority of the Outstanding
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) an Affiliate of the General Partner (other than an individual)
or (B) another Person (other than an individual) in connection with (i) the
merger or consolidation of the General Partner with or into such other Person or
(ii) the transfer by the General Partner of all or substantially all of its
assets to such other Person.

      (b)   Subject to Section 4.6(c) below, on or after December 31, 2011, the
General Partner may transfer all or any of its General Partner Interest without
Unitholder approval.

      (c)   Notwithstanding anything herein to the contrary, no transfer by the
General Partner of all or any part of its General Partner Interest to another
Person shall be permitted unless (i) the transferee agrees to assume the rights
and duties of the General Partner under this Agreement and to be bound by the
provisions of this Agreement, (ii) the Partnership receives an Opinion of
Counsel that such transfer would not result in the loss of limited liability of
any Limited Partner or of any limited partner of the Operating Partnership or
cause the Partnership or the Operating Partnership to be treated as an
association taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes (to the extent not already so treated or taxed) and
(iii) such transferee also agrees to purchase all (or the appropriate portion
thereof, if applicable) of the

                                       29


partnership or membership interest of the General Partner as the general partner
or managing member, if any, of each other Group Member. In the case of a
transfer pursuant to and in compliance with this Section 4.6, the transferee or
successor (as the case may be) shall, subject to compliance with the terms of
Section 10.3, be admitted to the Partnership as the General Partner immediately
prior to the transfer of the General Partner Interest, and the business of the
Partnership shall continue without dissolution.

Section 4.7 Transfer of Incentive Distribution Rights.

      Prior to December 31, 2011, a holder of Incentive Distribution Rights may
transfer any or all of the Incentive Distribution Rights held by such holder
without any consent of the Unitholders (a) to an Affiliate of such holder (other
than an individual) or (b) to another Person (other than an individual) in
connection with (i) the merger or consolidation of such holder of Incentive
Distribution Rights with or into such other Person or (ii) the transfer by such
holder of all or substantially all of its assets. Any other transfer of the
Incentive Distribution Rights prior to December 31, 2011, shall require the
prior approval of holders of at least a majority of the Outstanding Common Units
(excluding Common Units held by the General Partner and its Affiliates). On or
after December 31, 2011, the General Partner or any other holder of Incentive
Distribution Rights may transfer any or all of its Incentive Distribution Rights
without Unitholder approval. Notwithstanding anything herein to the contrary, no
transfer of Incentive Distribution Rights to another Person shall be permitted
unless the transferee agrees to be bound by the provisions of this Agreement.

Section 4.8 Restrictions on Transfers.

      (a)   Except as provided in Section 4.8(d) below, but notwithstanding the
other provisions of this Article IV, no transfer of any Partnership Interests
shall be made if such transfer would (i) violate the then applicable federal or
state securities laws or rules and regulations of the Commission, any state
securities commission or any other governmental authority with jurisdiction over
such transfer, (ii) terminate the existence or qualification of the Partnership
or the Operating Partnership under the laws of the jurisdiction of its
formation, or (iii) cause the Partnership or the Operating Partnership to be
treated as an association taxable as a corporation or otherwise to be taxed as
an entity for federal income tax purposes (to the extent not already so treated
or taxed).

      (b)   The General Partner may impose restrictions on the transfer of
Partnership Interests if it receives an Opinion of Counsel that such
restrictions are necessary to avoid a significant risk of the Partnership or the
Operating Partnership becoming taxable as a corporation or otherwise becoming
taxable as an entity for federal income tax purposes. The restrictions may be
imposed by making such amendments to this Agreement as the General Partner may
determine to be necessary or appropriate to impose such restrictions; provided,
however, that any amendment that the General Partner determines would result in
the delisting or suspension of trading of any class of Limited Partner Interests
on the principal National Securities Exchange on which such class of Limited
Partner Interests is then traded must be approved, prior to such amendment being
effected, by the holders of at least a majority of the Outstanding Limited
Partner Interests of such class.

                                       30


      (c)   The transfer of a Subordinated Unit that has converted into a Common
Unit shall be subject to the restrictions imposed by Section 6.7(b).

      (d)   Nothing contained in this Article IV, or elsewhere in this
Agreement, shall preclude the settlement of any transactions involving
Partnership Interests entered into through the facilities of any National
Securities Exchange on which such Partnership Interests are listed for trading.

Section 4.9 Citizenship Certificates; Non-citizen Assignees.

      (a)   If any Group Member is or becomes subject to any federal, state or
local law or regulation that the General Partner determines would create a
substantial risk of cancellation or forfeiture of any property in which the
Group Member has an interest based on the nationality, citizenship or other
related status of a Limited Partner or Assignee, the General Partner may request
any Limited Partner or Assignee to furnish to the General Partner, within 30
days after receipt of such request, an executed Citizenship Certification or
such other information concerning his nationality, citizenship or other related
status (or, if the Limited Partner or Assignee is a nominee holding for the
account of another Person, the nationality, citizenship or other related status
of such Person) as the General Partner may request. If a Limited Partner or
Assignee fails to furnish to the General Partner within the aforementioned
30-day period such Citizenship Certification or other requested information or
if upon receipt of such Citizenship Certification or other requested information
the General Partner determines that a Limited Partner or Assignee is not an
Eligible Citizen, the Partnership Interests owned by such Limited Partner or
Assignee shall be subject to redemption in accordance with the provisions of
Section 4.10. In addition, the General Partner may require that the status of
any such Partner or Assignee be changed to that of a Non-citizen Assignee and,
thereupon, the General Partner shall be substituted for such Non-citizen
Assignee as the Limited Partner in respect of his Limited Partner Interests.

      (b)   The General Partner shall, in exercising voting rights in respect of
Limited Partner Interests held by it on behalf of Non-citizen Assignees,
distribute the votes in the same ratios as the votes of Partners (including
without limitation the General Partner) in respect of Limited Partner Interests
other than those of Non-citizen Assignees are cast, either for, against or
abstaining as to the matter.

      (c)   Upon dissolution of the Partnership, a Non-citizen Assignee shall
have no right to receive a distribution in kind pursuant to Section 12.4 but
shall be entitled to the cash equivalent thereof, and the Partnership shall
provide cash in exchange for an assignment of the Non-citizen Assignee's share
of the distribution in kind. Such payment and assignment shall be treated for
Partnership purposes as a purchase by the Partnership from the Non-citizen
Assignee of his Limited Partner Interest (representing his right to receive his
share of such distribution in kind).

      (d)   At any time after he can and does certify that he has become an
Eligible Citizen, a Non-citizen Assignee may, upon application to the General
Partner, request admission as a Substituted Limited Partner with respect to any
Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to
Section 4.10, and upon his admission pursuant to

                                       31


Section 10.2, the General Partner shall cease to be deemed to be the Limited
Partner in respect of the Non-citizen Assignee's Limited Partner Interests.

Section 4.10 Redemption of Partnership Interests of Non-citizen Assignees.

      (a)   If at any time a Limited Partner or Assignee fails to furnish a
Citizenship Certification or other information requested within the 30-day
period specified in Section 4.9(a), or if upon receipt of such Citizenship
Certification or other information the General Partner determines, with the
advice of counsel, that a Limited Partner or Assignee is not an Eligible
Citizen, the Partnership may, unless the Limited Partner or Assignee establishes
to the satisfaction of the General Partner that such Limited Partner or Assignee
is an Eligible Citizen or has transferred his Partnership Interests to a Person
who is an Eligible Citizen and who furnishes a Citizenship Certification to the
General Partner prior to the date fixed for redemption as provided below, redeem
the Partnership Interest of such Limited Partner or Assignee as follows:

            (i)   The General Partner shall, not later than the 30th day before
      the date fixed for redemption, give notice of redemption to the Limited
      Partner or Assignee, at his last address designated on the records of the
      Partnership or the Transfer Agent, by registered or certified mail,
      postage prepaid. The notice shall be deemed to have been given when so
      mailed. The notice shall specify the Redeemable Interests, the date fixed
      for redemption, the place of payment, that payment of the redemption price
      will be made upon surrender of the Certificate evidencing the Redeemable
      Interests and that on and after the date fixed for redemption no further
      allocations or distributions to which the Limited Partner or Assignee
      would otherwise be entitled in respect of the Redeemable Interests will
      accrue or be made.

            (ii)  The aggregate redemption price for Redeemable Interests shall
      be an amount equal to the Current Market Price (the date of determination
      of which shall be the date fixed for redemption) of Limited Partner
      Interests of the class to be so redeemed multiplied by the number of
      Limited Partner Interests of each such class included among the Redeemable
      Interests. The redemption price shall be paid as determined by the General
      Partner, in cash or by delivery of a promissory note of the Partnership in
      the principal amount of the redemption price, bearing interest at the rate
      of 10% annually and payable in three equal annual installments of
      principal together with accrued interest, commencing one year after the
      redemption date.

            (iii) Upon surrender by or on behalf of the Limited Partner or
      Assignee, at the place specified in the notice of redemption, of the
      Certificate evidencing the Redeemable Interests, duly endorsed in blank or
      accompanied by an assignment duly executed in blank, the Limited Partner
      or Assignee or his duly authorized representative shall be entitled to
      receive the payment therefor.

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

                                       32


      (b)   The provisions of this Section 4.10 shall also be applicable to
Limited Partner Interests held by a Limited Partner or Assignee as nominee of a
Person determined to be other than an Eligible Citizen.

      (c)   Nothing in this Section 4.10 shall prevent the recipient of a notice
of redemption from transferring his Limited Partner Interest before the
redemption date if such transfer is otherwise permitted under this Agreement.
Upon receipt of notice of such a transfer, the General Partner shall withdraw
the notice of redemption, provided the transferee of such Limited Partner
Interest certifies to the satisfaction of the General Partner in a Citizenship
Certification delivered in connection with the Transfer Application that he is
an Eligible Citizen. If the transferee fails to make such certification, such
redemption shall be effected from the transferee on the original redemption
date.

                                    ARTICLE V

           CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1 Organizational Contributions.

      In connection with the formation of the Partnership under the Delaware
Act, the General Partner made an initial Capital Contribution to the Partnership
in the amount of $20.00, for a certain interest in the Partnership and has been
admitted as a General Partner of the Partnership, and the Organizational Limited
Partner made an initial Capital Contribution to the Partnership in the amount of
$980.00. As of the Closing Date, the interest of the Organizational Limited
Partner was redeemed as provided in the Contribution Agreement; the initial
Capital Contributions of each Partner was thereupon refunded; and the
Organizational Limited Partner ceased to be a Limited Partner of the
Partnership. Ninety-eight percent of any interest or other profit that may have
resulted from the investment or other use of such initial Capital Contributions
was allocated and distributed to the Organizational Limited Partner, and the
balance thereof was allocated and distributed to the General Partner.

Section 5.2 Contributions by the General Partner and its Affiliates.

      (a)   On the Closing Date and pursuant to the Contribution Agreement, the
General Partner contributed to the Partnership, as a Capital Contribution, all
of its interest in Sunoco Logistics Partners GP LLC, Sun Pipe Line Services (In)
L.P., Sunoco Michigan (In) LLC, Explorer Pipeline Company, Sunoco Mid-Con (In)
LLC, Sun Pipe Line GP LLC, Sunoco Pipeline L.P., Sunoco R&M (In) LLC, Sunoco
Partners Marketing & Terminals L.P., Atlantic (In) LLC, Atlantic (In) L.P. and
Atlantic R&M (In) L.P. in exchange for (i) the continuation of its General
Partner Interest, subject to all of the rights, privileges and duties of the
General Partner under this Agreement, (ii) the Incentive Distribution Rights,
(iii) 5,633,639 Common Units, (iv) 11,383,639 Subordinated Units and (v) a
special interest representing the right to receive from the Partnership on the
Closing Date the $244.8 million of net proceeds from the issuance of the Notes
distributed to it by the Operating Partnership.

      (b)   Upon the issuance of any additional Limited Partner Interests by the
Partnership (other than the issuance of the Common Units issued in the Initial
Offering and other than the

                                       33


issuance of the Common Units issued pursuant to the Over-Allotment Option and
other than Common Units purchased by the General Partner to the extent the
Over-Allotment Option is not exercised), the General Partner shall be required
to make additional Capital Contributions equal to (i) 2/98ths of any amount
contributed to the Partnership by the Limited Partners in exchange for such
additional Limited Partner Interests less (ii) 2/98ths of any amount so
contributed by such Limited Partners that is used by the Partnership
concurrently with such contribution to redeem or repurchase from any Person
outstanding Limited Partner Interests of the same class as the Limited Partner
Interests issued to such Limited Partners (including Parity Units if the Limited
Partner Interests are Common Units) at a price per Limited Partner Interest
equal to the net proceeds per Limited Partner Interest, before expenses, that
the Partnership receives from such issuance. Except as set forth in the
immediately preceding sentence and Article XII, the General Partner shall not be
obligated to make any additional Capital Contributions to the Partnership.

      (c)   Any payment made to the Partnership Group by the General Partner or
its Affiliates pursuant to Article III or V of the Omnibus Agreement or payments
made pursuant to Section 5.2, 5.4 or 5.5 of the Omnibus Agreement shall be
treated for purposes of this Agreement as a Capital Contribution by the General
Partner to the Partnership.

Section 5.3 Contributions by Initial Limited Partners and Distributions to the
            General Partner.

      (a)   On the Closing Date and pursuant to the Underwriting Agreement, each
Underwriter contributed to the Partnership cash in an amount equal to the Issue
Price per Initial Common Unit, multiplied by the number of Common Units
purchased by such Underwriter at the Closing Date. In exchange for such Capital
Contributions by the Underwriters, the Partnership issued Common Units to each
Underwriter on whose behalf such Capital Contribution was made in an amount
equal to the quotient obtained by dividing (i) the cash contribution to the
Partnership by or on behalf of such Underwriter by (ii) the Issue Price per
Initial Common Unit.

      (b)   The distribution of the net proceeds of the issuance of the Notes
received by the Partnership from the Operating Partnership was distributed to
the General Partner in redemption of its special interest as set forth in
Section 5.2(a).

      (c)   Upon the exercise of the Over-Allotment Option and pursuant to the
Underwriting Agreement, each Underwriter contributed to the Partnership cash in
an amount equal to the Issue Price per Initial Common Unit, multiplied by the
number of Common Units purchased by such Underwriter at the Option Closing Date.
In exchange for such Capital Contributions by the Underwriters, the Partnership
issued Common Units to each Underwriter on whose behalf such Capital
Contribution was made in an amount equal to the quotient obtained by dividing
(i) the cash contributions to the Partnership by or on behalf of such
Underwriter by (ii) the Issue Price per Initial Common Unit.

      (d)   No Limited Partner Interests were issued as of or at the Closing
Date other than (i) the Common Units issued pursuant to Section 5.3(a) in
aggregate number equal to 5,000,000, (ii) the "Option Units," as such term is
used in the Underwriting Agreement in an aggregate number of 750,000 upon
exercise of the Over-Allotment Option pursuant to Section 5.3(c), (iii) the

                                       34


5,633,639 Common Units issued to the General Partner pursuant to Section 5.2,
(iv) the 11,383,639 Subordinated Units issued to the General Partner pursuant to
Section 5.2, and (v) the Incentive Distribution Rights.

Section 5.4 Interest and Withdrawal.

      No interest shall be paid by the Partnership on Capital Contributions. No
Partner or Assignee shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent, if any, that distributions made pursuant to
this Agreement or upon termination of the Partnership may be considered as such
by law and then only to the extent provided for in this Agreement. Except to the
extent expressly provided in this Agreement, no Partner or Assignee shall have
priority over any other Partner or Assignee either as to the return of Capital
Contributions or as to profits, losses or distributions. Any such return shall
be a compromise to which all Partners and Assignees agree within the meaning of
Section 17-502(b) of the Delaware Act.

Section 5.5 Capital Accounts.

      (a)   The Partnership shall maintain for each Partner (or a beneficial
owner of Partnership Interests held by a nominee in any case in which the
nominee has furnished the identity of such owner to the Partnership in
accordance with Section 6031(c) of the Code or any other method acceptable to
the General Partner) owning a Partnership Interest a separate Capital Account
with respect to such Partnership Interest in accordance with the rules of
Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be
increased by (i) the amount of all Capital Contributions made to the Partnership
with respect to such Partnership Interest and (ii) all items of Partnership
income and gain (including, without limitation, income and gain exempt from tax)
computed in accordance with Section 5.5(b) and allocated with respect to such
Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of
cash or Net Agreed Value of all actual and deemed distributions of cash or
property made with respect to such Partnership Interest and (y) all items of
Partnership deduction and loss computed in accordance with Section 5.5(b) and
allocated with respect to such Partnership Interest pursuant to Section 6.1.

      (b)   For purposes of computing the amount of any item of income, gain,
loss or deduction which is to be allocated pursuant to Article VI and is to be
reflected in the Partners' Capital Accounts, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes (including,
without limitation, any method of depreciation, cost recovery or amortization
used for that purpose), provided, that:

            (i)   Solely for purposes of this Section 5.5, the Partnership shall
      be treated as owning directly its proportionate share (as determined by
      the General Partner based upon the provisions of the applicable Group
      Member Agreement) of all property owned by any other Group Member that is
      classified as a partnership for federal income tax purposes.

            (ii)  All fees and other expenses incurred by the Partnership to
      promote the sale of (or to sell) a Partnership Interest that can neither
      be deducted nor amortized under Section 709 of the Code, if any, shall,
      for purposes of Capital Account maintenance, be

                                       35


      treated as an item of deduction at the time such fees and other expenses
      are incurred and shall be allocated among the Partners pursuant to Section
      6.1.

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

            (iv)  Any income, gain or loss attributable to the taxable
      disposition of any Partnership property shall be determined as if the
      adjusted basis of such property as of such date of disposition were equal
      in amount to the Partnership's Carrying Value with respect to such
      property as of such date.

            (v)   In accordance with the requirements of Section 704(b) of the
      Code, any deductions for depreciation, cost recovery or amortization
      attributable to any Contributed Property shall be determined as if the
      adjusted basis of such property on the date it was acquired by the
      Partnership were equal to the Agreed Value of such property. Upon an
      adjustment pursuant to Section 5.5(d) to the Carrying Value of any
      Partnership property subject to depreciation, cost recovery or
      amortization, any further deductions for such depreciation, cost recovery
      or amortization attributable to such property shall be determined (A) as
      if the adjusted basis of such property were equal to the Carrying Value of
      such property immediately following such adjustment and (B) using a rate
      of depreciation, cost recovery or amortization derived from the same
      method and useful life (or, if applicable, the remaining useful life) as
      is applied for federal income tax purposes; provided, however, that, if
      the asset has a zero adjusted basis for federal income tax purposes,
      depreciation, cost recovery or amortization deductions shall be determined
      using any method that the General Partner may adopt.

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

      (c)   (i) A transferee of a Partnership Interest shall succeed to a pro
rata portion of the Capital Account of the transferor relating to the
Partnership Interest so transferred.

                                       36


            (ii)  Immediately prior to the transfer of a Subordinated Unit or of
      a Subordinated Unit that has converted into a Common Unit pursuant to
      Section 5.8 by a holder thereof (other than a transfer to an Affiliate
      unless the General Partner elects to have this subparagraph 5.5(c)(ii)
      apply), the Capital Account maintained for such Person with respect to its
      Subordinated Units or converted Subordinated Units will (A) first, be
      allocated to the Subordinated Units or converted Subordinated Units to be
      transferred in an amount equal to the product of (x) the number of such
      Subordinated Units or converted Subordinated Units to be transferred and
      (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any
      remaining balance in such Capital Account will be retained by the
      transferor, regardless of whether it has retained any Subordinated Units
      or converted Subordinated Units. Following any such allocation, the
      transferor's Capital Account, if any, maintained with respect to the
      retained Subordinated Units or converted Subordinated Units, if any, will
      have a balance equal to the amount allocated under clause (B) hereinabove,
      and the transferee's Capital Account established with respect to the
      transferred Subordinated Units or converted Subordinated Units will have a
      balance equal to the amount allocated under clause (A) hereinabove.

      (d)   (i) In accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for
cash or Contributed Property or the conversion of the General Partner's Combined
Interest to Common Units pursuant to Section 11.3(b), the Capital Account of all
Partners and the Carrying Value of each Partnership property immediately prior
to such issuance shall be adjusted upward or downward to reflect any Unrealized
Gain or Unrealized Loss attributable to such Partnership property, as if such
Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each
such property immediately prior to such issuance and had been allocated to the
Partners at such time pursuant to Section 6.1 in the same manner as any item of
gain or loss actually recognized during such period would have been allocated.
In determining such Unrealized Gain or Unrealized Loss, the aggregate cash
amount and fair market value of all Partnership assets (including, without
limitation, cash or cash equivalents) immediately prior to the issuance of
additional Partnership Interests shall be determined by the General Partner
using such method of valuation as it may adopt; provided, however, that the
General Partner, in arriving at such valuation, must take fully into account the
fair market value of the Partnership Interests of all Partners at such time. The
General Partner shall allocate such aggregate value among the assets of the
Partnership (in such manner as it determines) to arrive at a fair market value
for individual properties.

            (ii)  In accordance with Treasury Regulation Section
      1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed
      distribution to a Partner of any Partnership property (other than a
      distribution of cash that is not in redemption or retirement of a
      Partnership Interest), the Capital Accounts of all Partners and the
      Carrying Value of all Partnership property shall be adjusted upward or
      downward to reflect any Unrealized Gain or Unrealized Loss attributable to
      such Partnership property, as if such Unrealized Gain or Unrealized Loss
      had been recognized in a sale of such property immediately prior to such
      distribution for an amount equal to its fair market value, and had been
      allocated to the Partners, at such time, pursuant to Section 6.1 in the
      same manner as any item of gain or loss actually recognized during such
      period would have been allocated. In determining such Unrealized Gain or
      Unrealized Loss the aggregate cash amount and fair market value of all
      Partnership assets (including, without limitation, cash or cash
                                       37



      equivalents) immediately prior to a distribution shall (A) in the case of
      an actual distribution that is not made pursuant to Section 12.4 or in the
      case of a deemed distribution, be determined and allocated in the same
      manner as that provided in Section 5.5(d)(i) or (B) in the case of a
      liquidating distribution pursuant to Section 12.4, be determined and
      allocated by the Liquidator using such method of valuation as it may
      adopt.

Section 5.6 Issuances of Additional Partnership Securities.

      (a)   Subject to Section 5.7, the Partnership may issue additional
Partnership Securities and options, rights, warrants and appreciation rights
relating to the Partnership Securities for any Partnership purpose at any time
and from time to time to such Persons for such consideration and on such terms
and conditions as the General Partner shall determine, all without the approval
of any Limited Partners.

      (b)   Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or
one or more series of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series of
Partnership Securities), as shall be fixed by the General Partner, including (i)
the right to share Partnership profits and losses or items thereof; (ii) the
right to share in Partnership distributions; (iii) the rights upon dissolution
and liquidation of the Partnership; (iv) whether, and the terms and conditions
upon which, the Partnership may redeem the Partnership Security; (v) whether
such Partnership Security is issued with the privilege of conversion or exchange
and, if so, the terms and conditions of such conversion or exchange; (vi) the
terms and conditions upon which each Partnership Security will be issued,
evidenced by certificates and assigned or transferred; and (vii) the method for
determining the Percentage Interest as to such Partnership Security and (viii)
the right, if any, of each such Partnership Security to vote on Partnership
matters, including matters relating to the relative rights, preferences and
privileges of such Partnership Security.

      (c)   The General Partner shall take all actions that it determines to be
necessary or appropriate in connection with (i) each issuance of Partnership
Securities and options, rights, warrants and appreciation rights relating to
Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the
General Partner Interest or any Incentive Distribution Rights into Units
pursuant to the terms of this Agreement, (iii) the admission of Additional
Limited Partners and (iv) all additional issuances of Partnership Securities.
The General Partner shall determine the relative rights, powers and duties of
the holders of the Units or other Partnership Securities being so issued. The
General Partner shall do all things necessary to comply with the Delaware Act
and is authorized and directed to do all things it determines to be necessary or
appropriate in connection with any future issuance of Partnership Securities or
in connection with the conversion of the General Partner Interest or any
Incentive Distribution Rights into Units pursuant to the terms of this
Agreement, including compliance with any statute, rule, regulation or guideline
of any federal, state or other governmental agency or any National Securities
Exchange on which the Units or other Partnership Securities are listed for
trading.

                                       38


Section 5.7 Limitations on Issuance of Additional Partnership Securities.

      Except as otherwise specified in this Section 5.7, the issuance of
Partnership Securities pursuant to Section 5.6 shall be subject to the following
restrictions and limitations:

      (a)   Unless approved by the holders of a Unit Majority, during the
Subordination Period, the Partnership shall not issue (and shall not issue any
options, rights, warrants or appreciation rights relating to) an aggregate of
more than 5,691,820 additional Parity Units. In applying this limitation, there
shall be excluded Common Units and other Parity Units issued (A) in connection
with the Underwriting Agreement, (B) in accordance with the provisions of
Sections 5.7(b), (c), (d), (e), (g) or (h), (C) upon conversion of Subordinated
Units pursuant to Section 5.8, (D) upon conversion of the General Partner
Interest or any Incentive Distribution Rights pursuant to Section 11.3(b), (D)
pursuant to the employee benefit plans of the General Partner, the Partnership
or any other Group Member, (E) upon a conversion or exchange of Parity Units
issued after the date hereof into Common Units or other Parity Units; provided
that the total amount of Available Cash required to pay the aggregate Minimum
Quarterly Distribution on all Common Units and all Parity Units does not
increase as a result of this conversion or exchange and (F) in the event of a
combination or subdivision of Common Units.

      (b)   Without the prior approval of the Limited Partners, during the
Subordination Period the Partnership may issue an unlimited number of Parity
Units if such issuance occurs (i) in connection with an Acquisition or Capital
Improvement or (ii) within 365 days of, and the net proceeds from such issuance
are used to repay debt incurred in connection with, or to replenish cash
reserves to the extent drawn down in connection with, an Acquisition or Capital
Improvement, in each case where such Acquisition or Capital Improvement involves
assets that, if acquired (or in the case of a Capital Improvement, put into
commercial service) by the Partnership as of the date that is one year prior to
the first day of the Quarter in which such Acquisition was consummated or such
Capital Improvement was put into commercial service ("One Year Test Period"),
would have resulted, in the General Partner's determination, in an increase in:

            (A)   the amount of Adjusted Operating Surplus generated by the
      Partnership on a per-Unit basis (for all Outstanding Units) with respect
      to the One Year Test Period, on an estimated pro forma basis (as described
      below), as compared to

            (B)   the actual amount of Adjusted Operating Surplus generated by
      the Partnership on a per-Unit basis (for all Outstanding Units) with
      respect to the One Year Test Period, as adjusted as provided below.

      The General Partner shall determine the amount in clause (A) above using
such assumptions as it believes are reasonable. There shall be excluded from the
amount in clause (B) above any Operating Surplus attributable to such
Acquisition or Capital Improvement (regardless of whether such Operating Surplus
is positive or negative). The number of Units deemed to be Outstanding for the
purpose of calculating the amount in clause (B) above shall be the weighted
average number of Units Outstanding during the One Year Test Period and shall
exclude the Units issued or to be issued in connection with such Acquisition or
Capital Improvement or within 365 days of such Acquisition or Capital
Improvement where the net proceeds from such

                                       39


issuance are used to repay debt incurred, or to replenish cash reserves to the
extent drawn down, in connection with such Acquisition or Capital Improvement.
For the purposes of this Section 5.7(b), the term "debt" shall be deemed to
include the indebtedness used to extend, refinance, renew, replace or defease
debt originally incurred in connection with an Acquisition or Capital
Improvement; provided, that, the amount of such indebtedness does not exceed the
principal sum of, plus accrued interest on and any prepayment penalty with
respect to, the indebtedness so extended, refinanced, renewed, replaced or
defeased.

      (c)   Unless approved by the holders of a Unit Majority, during the
Subordination Period, the Partnership shall not issue any additional Partnership
Securities (or options, rights, warrants or appreciation rights related thereto)
(i) that are entitled in any Quarter to receive in respect of the Subordination
Period any distribution of Available Cash from Operating Surplus before the
Common Units and any Parity Units have received (or amounts have been set aside
for payment of) the Minimum Quarterly Distribution and any Cumulative Common
Unit Arrearage for such Quarter or (ii) that are entitled to allocations in
respect of the Subordination Period of Net Termination Gain before the Common
Units and any Parity Units have been allocated Net Termination Gain pursuant to
Section 6.1(c)(i)(B).

      (d)   Without the prior approval of the Limited Partners, during the
Subordination Period, the Partnership may issue additional Partnership
Securities (or options, rights, warrants or appreciation rights related thereto)
(i) that are not entitled in any Quarter during the Subordination Period to
receive any distributions of Available Cash from Operating Surplus until after
the Common Units and any Parity Units have received (or amounts have been set
aside for payment of) the Minimum Quarterly Distribution and any Cumulative
Common Unit Arrearage for such Quarter and (ii) that are not entitled to
allocations in respect of the Subordination Period of Net Termination Gain
before the Common Units and Parity Units have been allocated Net Termination
Gain pursuant to Section 6.1(c)(i)(B), even if (A) the amount of Available Cash
from Operating Surplus to which each such Partnership Security is entitled to
receive after the Minimum Quarterly Distribution and any Cumulative Common Unit
Arrearage have been paid or set aside for payment on the Common Units exceeds
the Minimum Quarterly Distribution, (B) the amount of Net Termination Gain to be
allocated to such Partnership Security after Net Termination Gain has been
allocated to any Common Units and Parity Units pursuant to Section 6.1(c)(i)(B)
exceeds the amount of such Net Termination Gain to be allocated to each Common
Unit or Parity Unit or (C) the holders of such additional Partnership Securities
have the right to require the Partnership or its Affiliates to repurchase such
Partnership Securities at a discount, par or a premium.

      (e)   Without the prior approval of the Limited Partners, during the
Subordination Period, the Partnership may also issue an unlimited number of
Parity Units if the proceeds from such issuance are used exclusively to repay up
to $40.0 million of indebtedness of a Group Member where the aggregate amount of
distributions that would have been paid with respect to such newly issued Units
or Partnership Securities, plus the related distributions on the General Partner
Interest in respect of the four-Quarter period ending prior to the first day of
the Quarter in which the issuance is to be consummated (assuming such additional
Units or Partnership Securities had been Outstanding throughout such period and
that distributions equal to the distributions that were actually paid on the
Outstanding Units during the period were paid on such additional Units or
Partnership Securities) did not exceed the interest costs actually incurred
during such period

                                       40


on the indebtedness that is to be repaid (or, if such indebtedness was not
outstanding throughout the entire period, would have been incurred had such
indebtedness been outstanding for the entire period). In the event that the
Partnership is required to pay a prepayment penalty in connection with the
repayment of such indebtedness, for purposes of the foregoing test the number of
Parity Units issued to repay such indebtedness shall be deemed increased by the
number of Parity Units that would need to be issued to pay such penalty.

      (f)   No fractional Units shall be issued by the Partnership.

      (g)   Without the prior approval of the Limited Partners, during the
Subordination Period, the Partnership may also issue an unlimited number of
Common Units and other Parity Units if the net proceeds of such issuance are
used to redeem an equal number of Common Units at a price per unit equal to the
net proceeds per unit, before expenses, that the Partnership receives from such
issuance.

      (h)   Without the prior approval of the Limited Partners, during the
Subordination Period, the Partnership may also issue, in connection with
Acquisitions that have not been completed or Capital Improvements that have not
Commenced Commercial Service, or both, an amount of Parity Units not to exceed
the number of Parity Units then available for issuance without Unitholder
approval pursuant to Section 5.7(a) (such number of Parity Units then available
for issuance, the "Remaining Basket Amount").

      The following shall apply with respect to issuances of Parity Units
pursuant to this Section 5.7(h):

            (i)   With respect to each such issuance, the aggregate number of
      Parity Units to be issued (including Parity Units to be issued upon the
      exercise of an underwriters' over-allotment or other similar option) shall
      be deemed to have been issued from, and charged against, the Remaining
      Basket Amount; provided, however, that in considering the Parity Units to
      be issued upon the exercise of an underwriters' over-allotment or other
      similar option, only the number of Parity Units actually issued pursuant
      to such option on or prior to the expiration of such option will be deemed
      to have been issued from, and charged against, the Remaining Basket
      Amount.

            (ii)  With respect to Parity Units to be issued (including Parity
      Units to be issued upon the exercise of an underwriters' over-allotment or
      other similar option) in connection with an Acquisition that has not been
      completed:

                  (A)   Such Acquisition shall have been specifically identified
            in the prospectus or prospectus supplement filed, or other offering
            document used, in connection with the offer and sale of such Parity
            Units as a proposed Acquisition for which the net proceeds from the
            sale of such Parity Units will be used if such Acquisition is
            completed.

                  (B)   Upon completion of such Acquisition and application of
            the net proceeds received from the sale of such Parity Units to
            finance such Acquisition, the provisions of clause (i) above shall
            not apply and the Parity Units issued (including Parity Units issued
            upon the exercise of an underwriters' over-

                                       41


            allotment or other similar option) in connection with such
            Acquisition shall not be deemed to have been issued from, and
            charged against, the Remaining Basket Amount; provided, however,
            that such Acquisition would have resulted, on an estimated pro forma
            basis, in an increase in the amount of Adjusted Operating Surplus
            per Unit (such amount shall be calculated as set forth in Section
            5.7(b)and such calculation is referred to in this Section 5.7(h) as
            the "Accretion Test").

                  (C)   The Accretion Test in subclause (2) of this clause (ii)
            shall be performed immediately following completion of such
            Acquisition and in accordance with Section 5.7(b).

            (iii) With respect to Parity Units to be issued (including Parity
      Units to be issued upon the exercise of an underwriters' over-allotment or
      other similar option) in connection with a Capital Improvement that has
      not Commenced Commercial Service:

                  (A)   Such Capital Improvement shall have been specifically
            identified in the prospectus or prospectus supplement filed, or
            other offering document used, in connection with the offer and sale
            of such Parity Units as a Capital Improvement for which the net
            proceeds from the sale of such Parity Units will used to finance
            such Capital Improvement.

                  (B)   Upon such Capital Improvement having Commenced
            Commercial Service and provided the net proceeds from the sale of
            such Parity Units have been used to finance such Capital
            Improvement, the provisions of clause (i) above shall not apply and
            the Parity Units issued (including Parity Units issued upon the
            exercise of an underwriters' over-allotment or other similar option)
            in connection with such Capital Improvement shall not be deemed to
            have been issued from, and charged against, the Remaining Basket
            Amount; provided, however, that such Capital Improvement meets the
            Accretion Test.

                  (C)   The Accretion Test in clause (2) above shall be
            performed immediately following Commencement of Commercial Service
            and in accordance with Section 5.7(b).

            (iv)  For the purposes of this Section 5.7(h), the terms "Commenced
      Commercial Service" or "Commencement of Commercial Service" shall mean the
      date a Capital Improvement is first put into service following completion
      of construction and testing.

Section 5.8 Conversion of Subordinated Units.

      (a)   A total of 2,845,910 of the Outstanding Subordinated Units will
convert into Common Units on a one-for-one basis on the second Business Day
following the distribution of Available Cash to Partners pursuant to Section
6.3(a) in respect of any Quarter ending on or after December 31, 2004, in
respect of which:

            (i)   distributions under Section 6.4 in respect of all Outstanding
      Common Units and Subordinated Units and any other Outstanding Units that
      are senior or equal in

                                       42


      right of distribution to the Subordinated Units with respect to each of
      the three consecutive, non-overlapping four-Quarter periods immediately
      preceding such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Outstanding Common Units and Subordinated Units
      and any other Outstanding Units that are senior or equal in right of
      distribution to the Subordinated Units during such periods;

            (ii)  the Adjusted Operating Surplus for each of the three
      consecutive, non-overlapping four-Quarter periods immediately preceding
      such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Common Units, Subordinated Units and any other
      Units that are senior or equal in right of distribution to the
      Subordinated Units that were Outstanding during such periods on a Fully
      Diluted Basis, plus the related distribution on the General Partner
      Interest in the Partnership, with respect to such periods; and

            (iii) the Cumulative Common Unit Arrearage on all of the Common
      Units is zero.

      (b)   An additional 2,845,910 of the Outstanding Subordinated Units will
convert into Common Units on a one-for-one basis on the second Business Day
following the distribution of Available Cash to Partners pursuant to Section
6.3(a) in respect of any Quarter ending on or after December 31, 2005, in
respect of which

            (i)   distributions under Section 6.4 in respect of all Outstanding
      Common Units and Subordinated Units and any other Outstanding Units that
      are senior or equal in right of distribution to the Subordinated Units
      with respect to each of the three consecutive, non-overlapping
      four-Quarter periods immediately preceding such date equaled or exceeded
      the sum of the Minimum Quarterly Distribution on all of the Outstanding
      Common Units and Subordinated Units and any other Outstanding Units that
      are senior or equal in right of distribution to the Subordinated Units
      during such periods;

            (ii)  the Adjusted Operating Surplus for each of the three
      consecutive, non-overlapping four-Quarter periods immediately preceding
      such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Common Units, Subordinated Units and any other
      Units that are senior or equal in right of distribution to the
      Subordinated Units that were Outstanding during such periods on a Fully
      Diluted Basis, plus the related distribution on the General Partner
      Interest with respect to such periods; and

            (iii) the Cumulative Common Unit Arrearage on all of the Common
      Units is zero;

provided, however, that the conversion of Subordinated Units pursuant to this
Section 5.8(b) may not occur until at least one year following the end of the
last four-Quarter period in respect of which conversion of Subordinated Units
pursuant to Section 5.8(a) occurred.

      (c)   In the event that less than all of the Outstanding Subordinated
Units shall convert into Common Units pursuant to Section 5.8(a) or 5.8(b) at a
time when there shall be more than one holder of Subordinated Units, then,
unless all of the holders of Subordinated Units shall agree to

                                       43


a different allocation, the Subordinated Units that are to be converted into
Common Units shall be allocated among the holders of Subordinated Units pro rata
based on the number of Subordinated Units held by each such holder.

      (d)   Any Subordinated Units that are not converted into Common Units
pursuant to Section 5.8(a) and (b) shall convert into Common Units on a
one-for-one basis on the second Business Day following the distribution of
Available Cash to Partners pursuant to Section 6.3(a) in respect of the final
Quarter of the Subordination Period.

      (e)   Notwithstanding any other provision of this Agreement, all the then
Outstanding Subordinated Units will automatically convert into Common Units on a
one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.

      (f)   A Subordinated Unit that has converted into a Common Unit shall be
subject to the provisions of Section 6.7(b).

Section 5.9 Limited Preemptive Right.

      Except as provided in this Section 5.9 and in Section 5.2, no Person shall
have any preemptive, preferential or other similar right with respect to the
issuance of any Partnership Security, whether unissued, held in the treasury or
hereafter created. The General Partner shall have the right, which it may from
time to time assign in whole or in part to any of its Affiliates, to purchase
Partnership Securities from the Partnership whenever, and on the same terms
that, the Partnership issues Partnership Securities to Persons other than the
General Partner and its Affiliates, to the extent necessary to maintain the
Percentage Interests of the General Partner and its Affiliates equal to that
which existed immediately prior to the issuance of such Partnership Securities.

Section 5.10 Splits and Combinations.

      (a)   Subject to Sections 5.10(d), 6.6 and 6.9 (dealing with adjustments
of distribution levels), the Partnership may make a Pro Rata distribution of
Partnership Securities to all Record Holders or may effect a subdivision or
combination of Partnership Securities so long as, after any such event, each
Partner shall have the same Percentage Interest in the Partnership as before
such event, and any amounts calculated on a per Unit basis (including any Common
Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of
Units (including the number of Subordinated Units that may convert prior to the
end of the Subordination Period and the number of additional Parity Units
remaining to be issued pursuant to Section 5.7 without a Unitholder vote) are
proportionately adjusted.

      (b)   Whenever such a distribution, subdivision or combination of
Partnership Securities is declared, the General Partner shall select a Record
Date as of which the distribution, subdivision or combination shall be effective
and shall send notice thereof at least 20 days prior to such Record Date to each
Record Holder as of a date not less than 10 days prior to the date of such
notice. The General Partner also may cause a firm of independent public
accountants selected by it to calculate the number of Partnership Securities to
be held by each Record Holder after giving effect to such distribution,
subdivision or combination. The General Partner shall be entitled to

                                       44


rely on any certificate provided by such firm as conclusive evidence of the
accuracy of such calculation.

      (c)   Promptly following any such distribution, subdivision or
combination, the Partnership may issue Certificates to the Record Holders of
Partnership Securities as of the applicable Record Date representing the new
number of Partnership Securities held by such Record Holders, or the General
Partner may adopt such other procedures that it determines to be necessary or
appropriate to reflect such changes. If any such combination results in a
smaller total number of Partnership Securities Outstanding, the Partnership
shall require, as a condition to the delivery to a Record Holder of such new
Certificate, the surrender of any Certificate held by such Record Holder
immediately prior to such Record Date.

      (d)   The Partnership shall not issue fractional Units upon any
distribution, subdivision or combination of Units. If a distribution,
subdivision or combination of Units would result in the issuance of fractional
Units but for the provisions of Section 5.7(e) and this Section 5.10(d), each
fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall
be rounded to the next higher Unit).

Section 5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests.

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

                                   ARTICLE VI

                          ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocations for Capital Account Purposes.

      For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

      (a)   Net Income. After giving effect to the special allocations set forth
in Section 6.1(d), Net Income for each taxable year and all items of income,
gain, loss and deduction taken into account in computing Net Income for such
taxable year shall be allocated as follows:

            (i)   First, 100% to the General Partner, in an amount equal to the
      aggregate Net Losses allocated to the General Partner pursuant to Section
      6.1(b)(iii) for all previous taxable years until the aggregate Net Income
      allocated to the General Partner pursuant to this Section 6.1(a)(i) for
      the current taxable year and all previous taxable years is equal to the
      aggregate Net Losses allocated to the General Partner pursuant to Section
      6.1(b)(iii) for all previous taxable years;

                                       45


            (ii)  Second, 2% to the General Partner, in an amount equal to the
      aggregate Net Losses allocated to the General Partner pursuant to Section
      6.1(b)(ii) for all previous taxable years and 98% to the Unitholders, in
      accordance with their respective Percentage Interests, until the aggregate
      Net Income allocated to such Partners pursuant to this Section 6.1(a)(ii)
      for the current taxable year and all previous taxable years is equal to
      the aggregate Net Losses allocated to such Partners pursuant to Section
      6.1(b)(ii) for all previous taxable years; and

            (iii) Third, 2% to the General Partner, and 98% to the Unitholders,
      Pro Rata.

      (b)   Net Losses. After giving effect to the special allocations set forth
in Section 6.1(d), Net Losses for each taxable period and all items of income,
gain, loss and deduction taken into account in computing Net Losses for such
taxable period shall be allocated as follows:

            (i)   First, 2% to the General Partner, and 98% to the Unitholders,
      Pro Rata, until the aggregate Net Losses allocated pursuant to this
      Section 6.1(b)(i) for the current taxable year and all previous taxable
      years is equal to the aggregate Net Income allocated to such Partners
      pursuant to Section 6.1(a)(iii) for all previous taxable years, provided
      that the Net Losses shall not be allocated pursuant to this Section
      6.1(b)(i) to the extent that such allocation would cause any Unitholder to
      have a deficit balance in its Adjusted Capital Account at the end of such
      taxable year (or increase any existing deficit balance in its Adjusted
      Capital Account);

            (ii)  Second, 2% to the General Partner, and 98% to the Unitholders,
      Pro Rata; provided, that Net Losses shall not be allocated pursuant to
      this Section 6.1(b)(ii) to the extent that such allocation would cause any
      Unitholder to have a deficit balance in its Adjusted Capital Account at
      the end of such taxable year (or increase any existing deficit balance in
      its Adjusted Capital Account);

            (iii) Third, the balance, if any, 100% to the General Partner.

      (c)   Net Termination Gains and Losses. After giving effect to the special
allocations set forth in Section 6.1(d), all items of income, gain, loss and
deduction taken into account in computing Net Termination Gain or Net
Termination Loss for such taxable period shall be allocated in the same manner
as 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 other allocations provided under this Section
6.1 and after all distributions of Available Cash provided under Sections 6.4
and 6.5 have been made; provided, however, that solely for purposes of this
Section 6.1(c), Capital Accounts shall not be adjusted for distributions made
pursuant to Section 12.4.

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

                                       46


                  (A)   First, to each Partner having a deficit balance in its
            Capital Account, in the proportion that such deficit balance bears
            to the total deficit balances in the Capital Accounts of all
            Partners, until each such Partner has been allocated Net Termination
            Gain equal to any such deficit balance in its Capital Account;

                  (B)   Second, 98% to all Unitholders holding Common Units, Pro
            Rata, and 2% to the General Partner, until the Capital Account in
            respect of each Common Unit then Outstanding is equal to the sum of
            (1) its Unrecovered Capital plus (2) the Minimum Quarterly
            Distribution for the Quarter during which the Liquidation Date
            occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or
            (b)(i) with respect to such Common Unit for such Quarter (the amount
            determined pursuant to this clause (2) is hereinafter defined as the
            "Unpaid MQD") plus (3) any then existing Cumulative Common Unit
            Arrearage;

                  (C)   Third, if such Net Termination Gain is recognized (or is
            deemed to be recognized) prior to the conversion of the last
            Outstanding Subordinated Unit, 98% to all Unitholders holding
            Subordinated Units, Pro Rata, and 2% to the General Partner, until
            the Capital Account in respect of each Subordinated Unit then
            Outstanding equals the sum of (1) its Unrecovered Capital,
            determined for the taxable year (or portion thereof) to which this
            allocation of gain relates, plus (2) the Minimum Quarterly
            Distribution for the Quarter during which the Liquidation Date
            occurs, reduced by any distribution pursuant to Section 6.4(a)(iii)
            with respect to such Subordinated Unit for such Quarter;

                  (D)   Fourth, 98% to all Unitholders, Pro Rata, and 2% to the
            General Partner, until the Capital Account in respect of each Common
            Unit then Outstanding is equal to the sum of (1) its Unrecovered
            Capital, plus (2) the Unpaid MQD, plus (3) any then existing
            Cumulative Common Unit Arrearage, plus (4) the excess of (aa) the
            First Target Distribution less the Minimum Quarterly Distribution
            for each Quarter of the Partnership's existence over (bb) the
            cumulative per Unit amount of any distributions of Available Cash
            that is deemed to be Operating Surplus made pursuant to Sections
            6.4(a)(iv) and 6.4(b)(ii) (the sum of (1) plus (2) plus (3) plus (4)
            is hereinafter defined as the "First Liquidation Target Amount");

                  (E)   Fifth, 85% to all Unitholders, Pro Rata, 13% to the
            holders of the Incentive Distribution Rights, Pro Rata, and 2% to
            the General Partner, until the Capital Account in respect of each
            Common Unit then Outstanding is equal to the sum of (1) the First
            Liquidation Target Amount, plus (2) the excess of (aa) the Second
            Target Distribution less the First Target Distribution for each
            Quarter of the Partnership's existence over (bb) the cumulative per
            Unit amount of any distributions of Available Cash that is deemed to
            be Operating Surplus made pursuant to Sections 6.4(a)(v) and
            6.4(b)(iii) (the sum of (1) plus (2) is hereinafter defined as the
            "Second Liquidation Target Amount");

                                       47


                  (F)   Sixth, 75% to all Unitholders, Pro Rata, 23% to the
            holders of the Incentive Distribution Rights, Pro Rata, and 2% to
            the General Partner, until the Capital Account in respect of each
            Common Unit then Outstanding is equal to the sum of (1) the Second
            Liquidation Target Amount, plus (2) the excess of (aa) the Third
            Target Distribution less the Second Target Distribution for each
            Quarter of the Partnership's existence over (bb) the cumulative per
            Unit amount of any distributions of Available Cash that is deemed to
            be Operating Surplus made pursuant to Sections 6.4(a)(vi)and
            6.4(b)(iv) (the sum of (1) plus (2) is hereinafter defined as the
            "Third Liquidation Target Amount"); and

                  (G)   Finally, any remaining amount 50% to all Unitholders,
            Pro Rata, 48% to the holders of the Incentive Distribution Rights,
            Pro Rata, and 2% to the General Partner.

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

                  (A)   First, if such Net Termination Loss is recognized (or is
            deemed to be recognized) prior to the conversion of the last
            Outstanding Subordinated Unit, 98% to the Unitholders holding
            Subordinated Units, Pro Rata, and 2% to the General Partner, until
            the Capital Account in respect of each Subordinated Unit then
            Outstanding has been reduced to zero;

                  (B)   Second, 98% to all Unitholders holding Common Units, Pro
            Rata, and 2% to the General Partner, until the Capital Account in
            respect of each Common Unit then Outstanding has been reduced to
            zero; and

                  (C)   Third, the balance, if any, 100% to the General Partner.

            (iii) If, immediately prior to the allocation of any Net Termination
      Gain or Net Termination Loss pursuant to Section 6.1(c)(i) and (ii), the
      cumulative amount of Capital Contributions by the General Partner to the
      Partnership described in Section 5.2(c) exceeds the cumulative amount of
      items allocated to the General Partner pursuant to Section 6.1(d)(xiii),
      items of loss and deduction shall be allocated to the General Partner,
      immediately prior to any allocation pursuant to Section 6.1(c)(i) and
      (ii), in an amount equal to such excess. In the event the amount of
      Partnership losses and deductions available to make the allocation
      described in the previous sentence is less than the amount required to
      satisfy such allocation, Net Termination Gain that would otherwise be
      allocated to the General Partner pursuant to Sections 6.1(c)(i)(B), (D),
      (E), (F) or (G), in an amount equal to such shortfall, shall be allocated
      to the Unitholders holding Common Units instead.

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

            (i)   Partnership Minimum Gain Chargeback. Notwithstanding any other
      provision of this Section 6.1, if there is a net decrease in Partnership
      Minimum Gain

                                       48


      during any Partnership taxable period, each Partner shall be allocated
      items of Partnership income and gain for such period (and, if necessary,
      subsequent periods) in the manner and amounts provided in Treasury
      Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or
      any successor provision. For purposes of this Section 6.1(d), each
      Partner's Adjusted Capital Account balance shall be determined, and the
      allocation of income or gain required hereunder shall be effected, prior
      to the application of any other allocations pursuant to this Section
      6.1(d) with respect to such taxable period (other than an allocation
      pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.1(d)(i)
      is intended to comply with the Partnership Minimum Gain chargeback
      requirement in Treasury Regulation Section 1.704-2(f) and shall be
      interpreted consistently therewith.

            (ii)  Chargeback of Partner Nonrecourse Debt Minimum Gain.
      Notwithstanding the other provisions of this Section 6.1 (other than
      Section 6.1(d)(i)), except as provided in Treasury Regulation Section
      1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt
      Minimum Gain during any Partnership taxable period, any Partner with a
      share of Partner Nonrecourse Debt Minimum Gain at the beginning of such
      taxable period shall be allocated items of Partnership income and gain for
      such period (and, if necessary, subsequent periods) in the manner and
      amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and
      1.704-2(j)(2)(ii), or any successor provisions. For purposes of this
      Section 6.1(d), each Partner's Adjusted Capital Account balance shall be
      determined, and the allocation of income or gain required hereunder shall
      be effected, prior to the application of any other allocations pursuant to
      this Section 6.1(d), other than Section 6.1(d)(i) and other than an
      allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect
      to such taxable period. This Section 6.1(d)(ii) is intended to comply with
      the chargeback of items of income and gain requirement in Treasury
      Regulation Section 1.704-2(i)(4) and shall be interpreted consistently
      therewith.

            (iii) Priority Allocations.

                  (A)   If the amount of cash or the Net Agreed Value of any
            property distributed (except cash or property distributed pursuant
            to Section 12.4) to any Unitholder with respect to its Units for a
            taxable year is greater (on a per Unit basis) than the amount of
            cash or the Net Agreed Value of property distributed to the other
            Unitholders with respect to their Units (on a per Unit basis), then
            (1) each Unitholder receiving such greater cash or property
            distribution shall be allocated gross income in an amount equal to
            the product of (aa) the amount by which the distribution (on a per
            Unit basis) to such Unitholder exceeds the distribution (on a per
            Unit basis) to the Unitholders receiving the smallest distribution
            and (bb) the number of Units owned by the Unitholder receiving the
            greater distribution; and (2) the General Partner shall be allocated
            gross income in an aggregate amount equal to 2/98ths of the sum of
            the amounts allocated in clause (1) above.

                  (B)   After the application of Section 6.1(d)(iii)(A), all or
            any portion of the remaining items of Partnership gross income or
            gain for the taxable period, if

                                       49

            any, shall be allocated 100% to the holders of Incentive
            Distribution Rights, Pro Rata, until the aggregate amount of such
            items allocated to the holders of Incentive Distribution Rights
            pursuant to this paragraph 6.1(d)(iii)(B) for the current taxable
            year and all previous taxable years is equal to the cumulative
            amount of all Incentive Distributions made to the holders of
            Incentive Distribution Rights from the Closing Date to a date 45
            days after the end of the current taxable year.

            (iv)  Qualified Income Offset. In the event any Partner unexpectedly
      receives any adjustments, allocations or distributions described in
      Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
      1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership
      income and gain shall be specially allocated to such Partner in an amount
      and manner sufficient to eliminate, to the extent required by the Treasury
      Regulations promulgated under Section 704(b) of the Code, the deficit
      balance, if any, in its Adjusted Capital Account created by such
      adjustments, allocations or distributions as quickly as possible unless
      such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i)
      or (ii).

            (v)   Gross Income Allocations. In the event any Partner has a
      deficit balance in its Capital Account at the end of any Partnership
      taxable period in excess of the sum of (A) the amount such Partner is
      required to restore pursuant to the provisions of this Agreement and (B)
      the amount such Partner is deemed obligated to restore pursuant to
      Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner
      shall be specially allocated items of Partnership gross income and gain in
      the amount of such excess as quickly as possible; provided, that an
      allocation pursuant to this Section 6.1(d)(v) shall be made only if and to
      the extent that such Partner would have a deficit balance in its Capital
      Account as adjusted after all other allocations provided for in this
      Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were
      not in this Agreement.

            (vi)  Nonrecourse Deductions. Nonrecourse Deductions for any taxable
      period shall be allocated to the Partners in accordance with their
      respective Percentage Interests. If the General Partner determines that
      the Partnership's Nonrecourse Deductions should be allocated in a
      different ratio to satisfy the safe harbor requirements of the Treasury
      Regulations promulgated under Section 704(b) of the Code, the General
      Partner is authorized, upon notice to the other Partners, to revise the
      prescribed ratio to the numerically closest ratio that does satisfy such
      requirements.

            (vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
      for any taxable period shall be allocated 100% to the Partner that bears
      the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to
      which such Partner Nonrecourse Deductions are attributable in accordance
      with Treasury Regulation Section 1.704-2(i). If more than one Partner
      bears the Economic Risk of Loss with respect to a Partner Nonrecourse
      Debt, such Partner Nonrecourse Deductions attributable thereto shall be
      allocated between or among such Partners in accordance with the ratios in
      which they share such Economic Risk of Loss.

                                       50


            (viii) Nonrecourse Liabilities. For purposes of Treasury Regulation
      Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of
      the Partnership in excess of the sum of (A) the amount of Partnership
      Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall
      be allocated among the Partners in accordance with their respective
      Percentage Interests.

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

            (x)   Economic Uniformity. At the election of the General Partner
      with respect to any taxable period ending upon, or after, the termination
      of the Subordination Period, all or a portion of the remaining items of
      Partnership gross income or gain for such taxable period, after taking
      into account allocations pursuant to Section 6.1(d)(iii), shall be
      allocated 100% to each Partner holding Subordinated Units that are
      Outstanding as of the termination of the Subordination Period ("Final
      Subordinated Units") in the proportion of the number of Final Subordinated
      Units held by such Partner to the total number of Final Subordinated Units
      then Outstanding, until each such Partner has been allocated an amount of
      gross income or gain that increases the Capital Account maintained with
      respect to such Final Subordinated Units to an amount equal to the product
      of (A) the number of Final Subordinated Units held by such Partner and (B)
      the Per Unit Capital Amount for a Common Unit. The purpose of this
      allocation is to establish uniformity between the Capital Accounts
      underlying Final Subordinated Units and the Capital Accounts underlying
      Common Units held by Persons other than the General Partner and its
      Affiliates immediately prior to the conversion of such Final Subordinated
      Units into Common Units. This allocation method for establishing such
      economic uniformity will be available to the General Partner only if the
      method for allocating the Capital Account maintained with respect to the
      Subordinated Units between the transferred and retained Subordinated Units
      pursuant to Section 5.5(c)(ii) does not otherwise provide such economic
      uniformity to the Final Subordinated Units.

            (xi)  Curative Allocation.

                  (A)   Notwithstanding any other provision of this Section 6.1,
            other than the Required Allocations, the Required Allocations shall
            be taken into account in making the Agreed Allocations so that, to
            the extent possible, the net amount of items of income, gain, loss
            and deduction allocated to each Partner pursuant to the Required
            Allocations and the Agreed Allocations, together, shall be equal to
            the net amount of such items that would have been allocated to each
            such Partner under the Agreed Allocations had the Required
            Allocations and the related Curative Allocation not otherwise been
            provided in this Section 6.1.

                                       51


            Notwithstanding the preceding sentence, Required Allocations
            relating to (1) Nonrecourse Deductions shall not be taken into
            account except to the extent that there has been a decrease in
            Partnership Minimum Gain and (2) Partner Nonrecourse Deductions
            shall not be taken into account except to the extent that there has
            been a decrease in Partner Nonrecourse Debt Minimum Gain.
            Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be
            made with respect to Required Allocations to the extent the General
            Partner reasonably determines that such allocations will otherwise
            be inconsistent with the economic agreement among the Partners.
            Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be
            deferred with respect to allocations pursuant to clauses (1) and (2)
            hereof to the extent the General Partner determines that such
            allocations are likely to be offset by subsequent Required
            Allocations.

                  (B)   The General Partner shall, with respect to each taxable
            period, (1) apply the provisions of Section 6.1(d)(xi)(A) in
            whatever order is most likely to minimize the economic distortions
            that might otherwise result from the Required Allocations, and (2)
            divide all allocations pursuant to Section 6.1(d)(xi)(A) among the
            Partners in a manner that is likely to minimize such economic
            distortions.

            (xii) Corrective Allocations. In the event of any allocation of
      Additional Book Basis Derivative Items or any Book-Down Event or any
      recognition of a Net Termination Loss, the following rules shall apply:

                  (A)   In the case of any allocation of Additional Book Basis
            Derivative Items (other than an allocation of Unrealized Gain or
            Unrealized Loss under Section 5.5(d) hereof), the General Partner
            shall allocate additional items of gross income and gain away from
            the holders of Incentive Distribution Rights to the Unitholders and
            the General Partner, or additional items of deduction and loss away
            from the Unitholders and the General Partner to the holders of
            Incentive Distribution Rights, to the extent that the Additional
            Book Basis Derivative Items allocated to the Unitholders or the
            General Partner exceed their Share of Additional Book Basis
            Derivative Items. For this purpose, the Unitholders and the General
            Partner shall be treated as being allocated Additional Book Basis
            Derivative Items to the extent that such Additional Book Basis
            Derivative Items have reduced the amount of income that would
            otherwise have been allocated to the Unitholders or the General
            Partner under the Partnership Agreement (e.g., Additional Book Basis
            Derivative Items taken into account in computing cost of goods sold
            would reduce the amount of book income otherwise available for
            allocation among the Partners). Any allocation made pursuant to this
            Section 6.1(d)(xii)(A) shall be made after all of the other Agreed
            Allocations have been made as if this Section 6.1(d)(xii) were not
            in this Agreement and, to the extent necessary, shall require the
            reallocation of items that have been allocated pursuant to such
            other Agreed Allocations.

                  (B)   In the case of any negative adjustments to the Capital
            Accounts of the Partners resulting from a Book-Down Event or from
            the recognition of a Net Termination Loss, such negative adjustment
            (1) shall first be allocated, to the

                                       52


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

                  (C)   In making the allocations required under this Section
            6.1(d)(xii), the General Partner may apply whatever conventions or
            other methodology it determines will satisfy the purpose of this
            Section 6.1(d)(xii).

            (xiii) Allocation of Indemnified Losses. All losses, costs,
      penalties, damages, and expenses described in Section 3.1(a), 3.3 and
      3.4(a) of the Omnibus Agreement, and all deductions and losses resulting
      from any payment made by the General Partner or its Affiliates to the
      Partnership pursuant to Article V of the Omnibus Agreement or any payment
      pursuant to Section 5.2, 5.4 or 5.5 of the Omnibus Agreement shall be
      allocated 100% to the General Partner.

Section 6.2 Allocations for Tax Purposes.

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

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

            (i)   (A) In the case of a Contributed Property, such items
      attributable thereto shall be allocated among the Partners in the manner
      provided under Section 704(c) of the Code that takes into account the
      variation between the Agreed Value of such property and its adjusted basis
      at the time of contribution; and (B) any item of Residual Gain or Residual
      Loss attributable to a Contributed Property shall be allocated among the
      Partners in the same manner as its correlative item of "book" gain or loss
      is allocated pursuant to Section 6.1.

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

            (iii) The General Partner shall apply the principles of Treasury
      Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.

                                       53


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

      (d)   The General Partner may determine to depreciate or amortize the
portion of an adjustment under Section 743(b) of the Code attributable to
unrealized appreciation in any Adjusted Property (to the extent of the
unamortized Book-Tax Disparity) using a predetermined rate derived from the
depreciation or amortization method and useful life applied to the Partnership's
common basis of such property, despite any inconsistency of such approach with
Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations
thereto. If the General Partner determines that such reporting position cannot
reasonably be taken, the General Partner may adopt depreciation and amortization
conventions under which all purchasers acquiring Limited Partner Interests in
the same month would receive depreciation and amortization deductions, based
upon the same applicable rate as if they had purchased a direct interest in the
Partnership's property. If the General Partner chooses not to utilize such
aggregate method, the General Partner may use any other depreciation and
amortization conventions to preserve the uniformity of the intrinsic tax
characteristics of any Limited Partner Interests, so long as such conventions
would not have a material adverse effect on the Limited Partners or the Record
Holders of any class or classes of Limited Partner Interests.

      (e)   Any gain allocated to the Partners upon the sale or other taxable
disposition of any Partnership asset shall, to the extent possible, after taking
into account other required allocations of gain pursuant to this Section 6.2, be
characterized as Recapture Income in the same proportions and to the same extent
as such Partners (or their predecessors in interest) have been allocated any
deductions directly or indirectly giving rise to the treatment of such gains as
Recapture Income.

      (f)   All items of income, gain, loss, deduction and credit recognized by
the Partnership for federal income tax purposes and allocated to the Partners in
accordance with the provisions hereof shall be determined without regard to any
election under Section 754 of the Code that may be made by the Partnership;
provided, however, that such allocations, once made, shall be adjusted (in the
manner determined by the General Partner) to take into account those adjustments
permitted or required by Sections 734 and 743 of the Code.

      (g)   Each item of Partnership income, gain, loss and deduction shall for
federal income tax purposes, be determined on an annual basis and prorated on a
monthly basis and shall be allocated to the Partners as of the opening of the
New York Stock Exchange on the first Business

                                       54

Day of each month; provided, however, that such items for the period beginning
on the Closing Date and ending on the last day of the month in which the Option
Closing Date or the expiration of the Over-Allotment Option occurs shall be
allocated to the Partners as of the opening of the New York Stock Exchange on
the first Business Day of the next succeeding month; and provided, further, that
gain or loss on a sale or other disposition of any assets of the Partnership or
any other extraordinary item of income or loss realized and recognized other
than in the ordinary course of business, as determined by the General Partner,
shall be allocated to the Partners as of the opening of the New York Stock
Exchange on the first Business Day of the month in which such gain or loss is
recognized for federal income tax purposes. The General Partner may revise,
alter or otherwise modify such methods of allocation to the extent permitted or
required by Section 706 of the Code and the regulations or rulings promulgated
thereunder.

      (h) Allocations that would otherwise be made to a Limited Partner under
the provisions of this Article VI shall instead be made to the beneficial owner
of Limited Partner Interests held by a nominee in any case in which the nominee
has furnished the identity of such owner to the Partnership in accordance with
Section 6031(c) of the Code or any other method determined by the General
Partner.

Section 6.3 Requirement and Characterization of Distributions; Distributions to
            Record Holders.

      (a) Within 45 days following the end of each Quarter commencing with the
Quarter ending on March 31, 2002, an amount equal to 100% of Available Cash with
respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be
distributed in accordance with this Article VI by the Partnership to the
Partners as of the Record Date selected by the General Partner. All amounts of
Available Cash distributed by the Partnership on any date from any source shall
be deemed to be Operating Surplus until the sum of all amounts of Available Cash
theretofore distributed by the Partnership to the Partners pursuant to Section
6.4 equals the Operating Surplus from the Closing Date through the close of the
immediately preceding Quarter. Any remaining amounts of Available Cash
distributed by the Partnership on such date shall, except as otherwise provided
in Section 6.5, be deemed to be "Capital Surplus." All distributions required to
be made under this Agreement shall be made subject to Section 17-607 of the
Delaware Act.

      (b) Notwithstanding Section 6.3(a), in the event of the dissolution and
liquidation of the Partnership, all receipts received during or after the
Quarter in which the Liquidation Date occurs, other than from borrowings
described in (a)(ii) of the definition of Available Cash, shall be applied and
distributed solely in accordance with, and subject to the terms and conditions
of, Section 12.4.

      (c) The General Partner may treat taxes paid by the Partnership on behalf
of, or amounts withheld with respect to, all or less than all of the Partners,
as a distribution of Available Cash to such Partners.

      (d) Each distribution in respect of a Partnership Interest shall be paid
by the Partnership, directly or through the Transfer Agent or through any other
Person or agent, only to the Record Holder of such Partnership Interest as of
the Record Date set for such distribution. Such payment

                                       55


shall constitute full payment and satisfaction of the Partnership's liability in
respect of such payment, regardless of any claim of any Person who may have an
interest in such payment by reason of an assignment or otherwise.

Section 6.4 Distributions of Available Cash from Operating Surplus.

      (a) During Subordination Period. Available Cash with respect to any
Quarter within the Subordination Period that is deemed to be Operating Surplus
pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section
17-607 of the Delaware Act, be distributed as follows, except as otherwise
required by Section 5.6(b) in respect of other Partnership Securities issued
pursuant thereto:

            (i) First, 98% to the Unitholders holding Common Units, Pro Rata,
      and 2% to the General Partner, until there has been distributed in respect
      of each Common Unit then Outstanding an amount equal to the Minimum
      Quarterly Distribution for such Quarter;

            (ii) Second, 98% to the Unitholders holding Common Units, Pro Rata,
      and 2% to the General Partner, until there has been distributed in respect
      of each Common Unit then Outstanding an amount equal to the Cumulative
      Common Unit Arrearage existing with respect to such Quarter;

            (iii) Third, 98% to the Unitholders holding Subordinated Units, Pro
      Rata, and 2% to the General Partner, until there has been distributed in
      respect of each Subordinated Unit then Outstanding an amount equal to the
      Minimum Quarterly Distribution for such Quarter;

            (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General
      Partner, until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the First Target Distribution
      over the Minimum Quarterly Distribution for such Quarter;

            (v) Fifth, 85% to all Unitholders, Pro Rata, 13% to the holders of
      the Incentive Distribution Rights, Pro Rata, and 2% to the General
      Partner, until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the Second Target
      Distribution over the First Target Distribution for such Quarter;

            (vi) Sixth, 75% to all Unitholders, Pro Rata, 23% to the holders of
      the Incentive Distribution Rights, Pro Rata, and 2% to the General
      Partner, until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the Third Target Distribution
      over the Second Target Distribution for such Quarter; and

            (vii) Thereafter, 50% to all Unitholders, Pro Rata, 48% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner;

provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution, the Second Target Distribution and the Third Target Distribution
have been reduced to zero pursuant to the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be

                                       56


Operating Surplus with respect to any Quarter will be made solely in accordance
with Section 6.4(a)(vii).

      (b) After Subordination Period. Available Cash with respect to any Quarter
after the Subordination Period that is deemed to be Operating Surplus pursuant
to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the
Delaware Act, shall be distributed as follows, except as otherwise required by
Section 5.6(b) in respect of additional Partnership Securities issued pursuant
thereto:

            (i) First, 98% to all Unitholders, Pro Rata, and 2% to the General
      Partner, until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the Minimum Quarterly Distribution for such
      Quarter;

            (ii) Second, 98% to all Unitholders, Pro Rata, and 2% to the General
      Partner, until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the First Target Distribution
      over the Minimum Quarterly Distribution for such Quarter;

            (iii) Third, 85% to all Unitholders, Pro Rata, and 13% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner, until there has been distributed in respect of each Unit
      then Outstanding an amount equal to the excess of the Second Target
      Distribution over the First Target Distribution for such Quarter;

            (iv) Fourth, 75% to all Unitholders Pro Rata, and 23% to the holders
      of the Incentive Distribution Rights, Pro Rata, and 2% to the General
      Partner, until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the Third Target Distribution
      over the Second Target Distribution for such Quarter; and

            (v) Thereafter, 50% to all Unitholders, Pro Rata, and 48% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner;

provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution, the Second Target Distribution and the Third Target Distribution
have been reduced to zero pursuant to the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be Operating Surplus with
respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

Section 6.5 Distributions of Available Cash from Capital Surplus.

      Available Cash that is deemed to be Capital Surplus pursuant to the
provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware
Act, be distributed, unless the provisions of Section 6.3 require otherwise, 98%
to all Unitholders, Pro Rata, and 2% to the General Partner, until a
hypothetical holder of a Common Unit acquired on the Closing Date has received
with respect to such Common Unit, during the period since the Closing Date
through such date, distributions of Available Cash that are deemed to be Capital
Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash
that is deemed to be Capital Surplus shall then be distributed 98% to all
Unitholders holding Common Units, Pro Rata, and 2% to the

                                       57


General Partner, until there has been distributed in respect of each Common Unit
then Outstanding an amount equal to the Cumulative Common Unit Arrearage.
Thereafter, all Available Cash shall be distributed as if it were Operating
Surplus and shall be distributed in accordance with Section 6.4.

Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution
            Levels.

      (a) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution, Third Target Distribution, Common Unit Arrearages and
Cumulative Common Unit Arrearages shall be proportionately adjusted in the event
of any distribution, combination or subdivision (whether effected by a
distribution payable in Units or otherwise) of Units or other Partnership
Securities in accordance with Section 5.10. In the event of a distribution of
Available Cash that is deemed to be from Capital Surplus, the then applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution, shall be adjusted proportionately
downward to equal the product obtained by multiplying the otherwise applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution, as the case may be, by a fraction of
which the numerator is the Unrecovered Capital of the Common Units immediately
after giving effect to such distribution and of which the denominator is the
Unrecovered Capital of the Common Units immediately prior to giving effect to
such distribution.

      (b) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution and Third Target Distribution, shall also be subject to
adjustment pursuant to Section 6.9.

Section 6.7 Special Provisions Relating to the Holders of Subordinated Units.

      (a) Except with respect to the right to vote on or approve matters
requiring the vote or approval of a percentage of the holders of Outstanding
Common Units and the right to participate in allocations of income, gain, loss
and deduction and distributions made with respect to Common Units, the holder of
a Subordinated Unit shall have all of the rights and obligations of a Unitholder
holding Common Units hereunder; provided, however, that immediately upon the
conversion of Subordinated Units into Common Units pursuant to Section 5.8, the
Unitholder holding a Subordinated Unit shall possess all of the rights and
obligations of a Unitholder holding Common Units hereunder, including the right
to vote as a Common Unitholder and the right to participate in allocations of
income, gain, loss and deduction and distributions made with respect to Common
Units; provided, however, that such converted Subordinated Units shall remain
subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b).

      (b) The Unitholder holding a Subordinated Unit that has converted into a
Common Unit pursuant to Section 5.8 shall not be issued a Common Unit
Certificate pursuant to Section 4.1, and shall not be permitted to transfer its
converted Subordinated Units to a Person that is not an Affiliate of the holder
until such time as the General Partner determines, based on advice of counsel,
that a Subordinated Unit that has converted into a Common Unit should have, as a
substantive matter, like intrinsic economic and federal income tax
characteristics, in all material respects, to the intrinsic economic and federal
income tax characteristics of an Initial Common

                                       58


Unit. In connection with the condition imposed by this Section 6.7(b), the
General Partner may take whatever steps are required to provide economic
uniformity to the Subordinated Units that have converted into Common Units in
preparation for a transfer of such converted Subordinated Units, including the
application of Sections 5.5(c)(ii) and 6.1(d)(x); provided, however, that no
such steps may be taken that would have a material adverse effect on the
Unitholders holding Common Units represented by Common Unit Certificates.

Section 6.8 Special Provisions Relating to the Holders of Incentive Distribution
            Rights.

      Notwithstanding anything to the contrary set forth in this Agreement, the
holders of the Incentive Distribution Rights (a) shall (i) possess the rights
and obligations provided in this Agreement with respect to a Limited Partner
pursuant to Articles III and VII and (ii) have a Capital Account as a Partner
pursuant to Section 5.5 and all other provisions related thereto and (b) shall
not (i) be entitled to vote on any matters requiring the approval or vote of the
holders of Outstanding Units, (ii) be entitled to any distributions other than
as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v),
and 12.4 or (iii) be allocated items of income, gain, loss or deduction other
than as specified in this Article VI.

Section 6.9 Entity-Level Taxation.

      If legislation is enacted or the interpretation of existing language is
modified by the relevant governmental authority which causes a Group Member to
be treated as an association taxable as a corporation or otherwise subjects a
Group Member to entity-level taxation for federal, state or local income tax
purposes, the then applicable Minimum Quarterly Distribution, First Target
Distribution, Second Target Distribution and Third Target Distribution, shall be
adjusted to equal the product obtained by multiplying (a) the amount thereof by
(b) one minus the sum of (i) the highest marginal federal corporate (or other
entity, as applicable) income tax rate of the Group Member for the taxable year
of the Group Member in which such Quarter occurs (expressed as a percentage)
plus (ii) the effective overall state and local income tax rate (expressed as a
percentage) applicable to the Group Member for the calendar year next preceding
the calendar year in which such Quarter occurs (after taking into account the
benefit of any deduction allowable for federal income tax purposes with respect
to the payment of state and local income taxes), but only to the extent of the
increase in such rates resulting from such legislation or interpretation. Such
effective overall state and local income tax rate shall be determined for the
taxable year next preceding the first taxable year during which the Group Member
is taxable for federal income tax purposes as an association taxable as a
corporation or is otherwise subject to entity-level taxation by determining such
rate as if the Group Member had been subject to such state and local taxes
during such preceding taxable year.

                                       59


                                   ARTICLE VII

                      MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 Management.

      (a) The General Partner shall conduct, direct and manage all activities of
the Partnership. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership shall be
exclusively vested in the General Partner, and no Limited Partner or Assignee
shall have any management power over the business and affairs of the
Partnership. In addition to the powers now or hereafter granted a general
partner of a limited partnership under applicable law or that are granted to the
General Partner under any other provision of this Agreement, the General
Partner, subject to Section 7.3, shall have full power and authority to do all
things and on such terms as it determines to be necessary or appropriate to
conduct the business of the Partnership, to exercise all powers set forth in
Section 2.5 and to effectuate the purposes set forth in Section 2.4, including
the following:

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

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

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

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

            (v) the negotiation, execution and performance of any contracts,
      conveyances or other instruments (including instruments that limit the
      liability of the Partnership under contractual arrangements to all or
      particular assets of the Partnership, with the other party to the contract
      to have no recourse against the General Partner or its assets other than
      its interest in the Partnership, even if same results in the terms of the
      transaction being less favorable to the Partnership than would otherwise
      be the case);

            (vi) the distribution of Partnership cash;

                                       60


            (vii) the selection and dismissal of employees (including employees
      having titles such as "president," "vice president," "secretary" and
      "treasurer") and agents, outside attorneys, accountants, consultants and
      contractors and the determination of their compensation and other terms of
      employment or hiring;

            (viii)the maintenance of insurance for the benefit of the
      Partnership Group and the Partners;

            (ix) the formation of, or acquisition of an interest in, and the
      contribution of property and the making of loans to, any further limited
      or general partnerships, joint ventures, corporations, limited liability
      companies or other relationships (including the acquisition of interests
      in, and the contributions of property to, any Group Member from time to
      time) subject to the restrictions set forth in Section 2.4;

            (x) the control of any matters affecting the rights and obligations
      of the Partnership, including the bringing and defending of actions at law
      or in equity and otherwise engaging in the conduct of litigation and the
      incurring of legal expense and the settlement of claims and litigation;

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

            (xii) the entering into of listing agreements with any National
      Securities Exchange and the delisting of some or all of the Limited
      Partner Interests from, or requesting that trading be suspended on, any
      such exchange (subject to any prior approval that may be required under
      Section 4.8);

            (xiii) unless restricted or prohibited by Section 5.7, the purchase,
      sale or other acquisition or disposition of Partnership Securities, or the
      issuance of additional options, rights, warrants and appreciation rights
      relating to Partnership Securities; and

            (xiv) the undertaking of any action in connection with the
      Partnership's participation in any Group Member; and

            (xv) the entering into of agreements with any of its Affiliates to
      render services to a Group Member or to itself in the discharge of its
      duties as General Partner of the Partnership.

      (b) Notwithstanding any other provision of this Agreement, the Operating
Partnership Agreement, the Delaware Act or any applicable law, rule or
regulation, each of the Partners and the Assignees and each other Person who may
acquire an interest in Partnership Securities hereby (i) approves, ratifies and
confirms the execution, delivery and performance by the parties thereto of the
Operating Partnership Agreement, the Underwriting Agreement, the Omnibus
Agreement, the Contribution Agreement, the Pipelines and Terminals Storage and
Throughput Agreement, the Indenture and the other agreements described in or
filed as exhibits to the Registration Statement that are related to the
transactions contemplated by the Registration Statement; (ii) agrees that the
General Partner (on its own or through any officer of the Partnership) is
authorized to execute, deliver and perform the agreements referred to in clause
(i)

                                       61


of this sentence and the other agreements, acts, transactions and matters
described in or contemplated by the Registration Statement on behalf of the
Partnership without any further act, approval or vote of the Partners or the
Assignees or the other Persons who may acquire an interest in Partnership
Securities; and (iii) agrees that the execution, delivery or performance by the
General Partner, any Group Member or any Affiliate of any of them, of this
Agreement or any agreement authorized or permitted under this Agreement
(including the exercise by the General Partner or any Affiliate of the General
Partner of the rights accorded pursuant to Article XV), shall not constitute a
breach by the General Partner of any duty that the General Partner may owe the
Partnership or the Limited Partners or any other Persons under this Agreement
(or any other agreements) or of any duty stated or implied by law or equity.

Section 7.2 Certificate of Limited Partnership.

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

Section 7.3 Restrictions on the General Partner's Authority.

      (a) The General Partner may not, without written approval of the specific
act by holders of all of the Outstanding Limited Partner Interests or by other
written instrument executed and delivered by holders of all of the Outstanding
Limited Partner Interests subsequent to the date of this Agreement, take any
action in contravention of this Agreement, including, except as otherwise
provided in this Agreement, (i) committing any act that would make it impossible
to carry on the ordinary business of the Partnership; (ii) possessing
Partnership property, or assigning any rights in specific Partnership property,
for other than a Partnership purpose; (iii) admitting a Person as a Partner;
(iv) amending this Agreement in any manner; or (v) transferring its interest as
a general partner of the Partnership.

      (b) Except as provided in Articles XII and XIV, the General Partner may
not sell, exchange or otherwise dispose of all or substantially all of the
Partnership's assets in a single transaction or a series of related transactions
(including by way of merger, consolidation or other combination) or approve on
behalf of the Partnership the sale, exchange or other disposition of all or
substantially all of the assets of the Operating Partnership without the
approval of holders of a Unit Majority; provided however that this provision
shall not preclude or limit the General

                                       62


Partner's ability to mortgage, pledge, hypothecate or grant a security interest
in all or substantially all of the assets of the Partnership or the Operating
Partnership and shall not apply to any forced sale of any or all of the assets
of the Partnership or the Operating Partnership pursuant to the foreclosure of,
or other realization upon, any such encumbrance. Without the approval of holders
of a Unit Majority, the General Partner shall not, on behalf of the Partnership,
(i) consent to any amendment to the Operating Partnership Agreement or, except
as expressly permitted by Section 7.9(d), take any action permitted to be taken
by a partner of the Operating Partnership, in either case, that would adversely
affect the Limited Partners (including any particular class of Partnership
Interests as compared to any other class of Partnership Interests) in any
material respect or (ii) except as permitted under Sections 4.6, 11.1 and 11.2,
elect or cause the Partnership to elect a successor general partner of the
Partnership.

Section 7.4 Reimbursement of the General Partner.

      (a) Except as provided in this Section 7.4 and elsewhere in this
Agreement, the General Partner shall not be compensated for its services as a
general partner or managing member of any Group Member.

      (b) The General Partner shall be reimbursed on a monthly basis, or such
other basis as the General Partner may determine, for (i) all direct and
indirect expenses it incurs or payments it makes on behalf of the Partnership
(including salary, bonus, incentive compensation and other amounts paid to any
Person including Affiliates of the General Partner to perform services for the
Partnership or for the General Partner in the discharge of its duties to the
Partnership), and (ii) all other expenses allocable to the Partnership or
otherwise incurred by the General Partner in connection with operating the
Partnership's business (including expenses allocated to the General Partner by
its Affiliates). The General Partner shall determine the expenses that are
allocable to the Partnership. Reimbursements pursuant to this Section 7.4 shall
be in addition to any reimbursement to the General Partner as a result of
indemnification pursuant to Section 7.7.

      (c) Subject to Section 5.7, the General Partner, and without the approval
of the Limited Partners (who shall have no right to vote in respect thereof),
may propose and adopt on behalf of the Partnership employee benefit plans,
employee programs and employee practices (including plans, programs and
practices involving the issuance of Partnership Securities or options to
purchase Partnership Securities), or cause the Partnership to issue Partnership
Securities in connection with, or pursuant to, any employee benefit plan,
employee program or employee practice maintained or sponsored by the General
Partner or any of its Affiliates, in each case for the benefit of employees of
the General Partner, any Group Member or any Affiliate, or any of them, in
respect of services performed, directly or indirectly, for the benefit of the
Partnership Group. The Partnership agrees to issue and sell to the General
Partner or any of its Affiliates any Partnership Securities that the General
Partner or such Affiliates are obligated to provide to any employees pursuant to
any such employee benefit plans, employee programs or employee practices.
Expenses incurred by the General Partner in connection with any such plans,
programs and practices (including the net cost to the General Partner or such
Affiliates of Partnership Securities purchased by the General Partner or such
Affiliates from the Partnership to fulfill options or awards under such plans,
programs and practices) shall be reimbursed in accordance with Section 7.4(b).
Any and all obligations of the General Partner under any employee benefit plans,
employee programs or employee practices adopted by the General Partner as
permitted by

                                       63


this Section 7.4(c) shall constitute obligations of the General Partner
hereunder and shall be assumed by any successor General Partner approved
pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the
General Partner's General Partner Interest pursuant to Section 4.6.

Section 7.5 Outside Activities.

      (a) After the Closing Date, the General Partner, for so long as it is the
General Partner of the Partnership (i) agrees that its sole business will be to
act as a general partner or managing member, as the case may be, of the
Partnership and any other partnership or limited liability company of which the
Partnership or the Operating Partnership is, directly or indirectly, a partner
or member and to undertake activities that are ancillary or related thereto
(including being a limited partner in the Partnership), (ii) except to the
extent permitted in the Omnibus Agreement, shall not engage in any business or
activity or incur any debts or liabilities except in connection with or
incidental to (A) its performance as general partner of one or more Group
Members or as described in or contemplated by the Registration Statement, (B)
the acquiring, owning or disposing of debt or equity securities in any Group
Member or (C) the operation, maintenance and administration of the Retained
Assets and the businesses conducted by or related to them and (iii) except to
the extent permitted in the Omnibus Agreement, shall not, and shall cause its
Affiliates not to, engage in any Restricted Activities.

      (b) Sunoco, Inc. and certain of its Affiliates have entered into the
Omnibus Agreement with the General Partner, the Partnership and the Operating
Partnership, which agreement sets forth certain restrictions on the ability of
Sunoco, Inc. and its Affiliates to engage in Restricted Activities.

      (c) Except as specifically restricted by Section 7.5(a) and the Omnibus
Agreement, each Indemnitee (other than the General Partner) shall have the right
to engage in businesses of every type and description and other activities for
profit and to engage in and possess an interest in other business ventures of
any and every type or description, whether in businesses engaged in or
anticipated to be engaged in by any Group Member, independently or with others,
including business interests and activities in direct competition with the
business and activities of any Group Member, and none of the same shall
constitute a breach of this Agreement or any duty express or implied by law to
any Group Member or any Partner or Assignee. Neither any Group Member, any
Limited Partner nor any other Person shall have any rights by virtue of this
Agreement, the Operating Partnership Agreement or the partnership relationship
established hereby or thereby in any business ventures of any Indemnitee.

      (d) Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c)
and the Omnibus Agreement, but otherwise notwithstanding anything to the
contrary in this Agreement, (i) the engaging in competitive activities by any
Indemnitees (other than the General Partner) in accordance with the provisions
of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii)
it shall be deemed not to be a breach of the General Partner's fiduciary duty or
any other obligation of any type whatsoever of the General Partner or of any
Indemnitee for the Indemnitees (other than the General Partner) to engage in
such business interests and activities in preference to or to the exclusion of
the Partnership and (iii) except as set forth in the Omnibus Agreement, the
General Partner and the Indemnitees shall have no obligation hereunder or as a

                                       64


result of any duty expressed or implied by law to present business opportunities
to the Partnership.

      (e) The General Partner and each of its Affiliates may acquire Units or
other Partnership Securities in addition to those acquired on the Closing Date
and, except as otherwise provided in this Agreement, shall be entitled to
exercise, at their option, all rights relating to all Units or other Partnership
Securities acquired by them.

      (f) The term "Affiliates" when used in Section 7.5(a) and Section 7.5(e)
with respect to the General Partner shall not include any Group Member or any
Subsidiary of the Group Member.

      (g) Notwithstanding anything to the contrary in this Agreement, to the
extent that any provision of this Agreement purports or is interpreted to have
the effect of restricting the fiduciary duties that might otherwise, as a result
of Delaware or other applicable law, be owed by the General Partner to the
Partnership and its Limited Partners, or to constitute a waiver or consent by
the Limited Partners to any such restriction, such provisions shall be
inapplicable and have no effect in determining whether the General Partner has
complied with its fiduciary duties in connection with determinations made by it
under this Section 7.5.

Section 7.6 Loans from the General Partner; Loans or Contributions from the
            Partnership or Group Members.

      (a) The General Partner or any of its Affiliates may lend to any Group
Member, and any Group Member may borrow from the General Partner or any of its
Affiliates, funds needed or desired by the Group Member for such periods of time
and in such amounts as the General Partner may determine; provided, however,
that in any such case the lending party may not charge the borrowing party
interest at a rate greater than the rate that would be charged the borrowing
party or impose terms less favorable to the borrowing party than would be
charged or imposed on the borrowing party by unrelated lenders on comparable
loans made on an arm's-length basis (without reference to the lending party's
financial abilities or guarantees), all as determined by the General Partner.
The borrowing party shall reimburse the lending party for any costs (other than
any additional interest costs) incurred by the lending party in connection with
the borrowing of such funds. For purposes of this Section 7.6(a) and Section
7.6(b), the term "Group Member" shall include any Affiliate of a Group Member
that is controlled by the Group Member.

      (b) The Partnership may lend or contribute to any Group Member, and any
Group Member may borrow from the Partnership, funds on terms and conditions
determined by the General Partner. No Group Member may lend funds to the General
Partner or any of its Affiliates (other than another Group Member), otherwise
than as provided in the Treasury Services Agreement.

      (c) No borrowing by any Group Member or the approval thereof by the
General Partner shall be deemed to constitute a breach of any duty, expressed or
implied, of the General Partner or its Affiliates to the Partnership or the
Limited Partners by reason of the fact that the purpose or effect of such
borrowing is directly or indirectly to (i) enable distributions to the General
Partner

                                       65


or its Affiliates (including in their capacities as Limited Partners) to exceed
the General Partner's Percentage Interest of the total amount distributed to all
partners or (ii) hasten the expiration of the Subordination Period or the
conversion of any Subordinated Units into Common Units.

Section 7.7 Indemnification.

      (a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and
held harmless by the Partnership from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as an Indemnitee; provided, that the Indemnitee shall not be
indemnified and held harmless if there has been a final and non-appealable
judgment entered by a court of competent jurisdiction determining that, in
respect of the matter for which the Indemnitee is seeking indemnification
pursuant to this Section 7.7, the Indemnitee acted in bad faith or engaged in
fraud, willful misconduct or gross negligence or, in the case of a criminal
matter, acted with knowledge that the Indemnitee's conduct was unlawful;
provided, further, no indemnification pursuant to this Section 7.7 shall be
available to the General Partner with respect to its obligations incurred
pursuant to the Underwriting Agreement, the Omnibus Agreement or the
Contribution Agreement (other than obligations incurred by the General Partner
on behalf of the Partnership). Any indemnification pursuant to this Section 7.7
shall be made only out of the assets of the Partnership, it being agreed that
the General Partner shall not be personally liable for such indemnification and
shall have no obligation to contribute or loan any monies or property to the
Partnership to enable it to effectuate such indemnification.

      (b) To the fullest extent permitted by law, expenses (including legal fees
and expenses) incurred by an Indemnitee who is indemnified pursuant to Section
7.7(a) in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Partnership prior to a determination that the
Indemnitee is not entitled to be indemnified upon receipt by the Partnership of
any undertaking by or on behalf of the Indemnitee to repay such amount if it
shall be determined that the Indemnitee is not entitled to be indemnified as
authorized in this Section 7.7.

      (c) The indemnification provided by this Section 7.7 shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding Limited Partner Interests, as
a matter of law or otherwise, both as to actions in the Indemnitee's capacity as
an Indemnitee and as to actions in any other capacity (including any capacity
under the Underwriting Agreement), and shall continue as to an Indemnitee who
has ceased to serve in such capacity and shall inure to the benefit of the
heirs, successors, assigns and administrators of the Indemnitee.

      (d) The Partnership may purchase and maintain (or reimburse the General
Partner or its Affiliates for the cost of) insurance, on behalf of the General
Partner, its Affiliates and such other Persons as the General Partner shall
determine, against any liability that may be asserted against or expense that
may be incurred by such Person in connection with the Partnership's activities
or

                                       66


such Person's activities on behalf of the Partnership, regardless of whether the
Partnership would have the power to indemnify such Person against such liability
under the provisions of this Agreement.

      (e) For purposes of this Section 7.7, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of Section 7.7(a); and action taken or omitted by it with
respect to any employee benefit plan in the performance of its duties for a
purpose reasonably believed by it to be in the best interests of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
that is in the best interests of the Partnership.

      (f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.

      (g) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 7.7 because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.

      (h) The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

      (i) No amendment, modification or repeal of this Section 7.7 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership, nor
the obligations of the Partnership to indemnify any such Indemnitee under and in
accordance with the provisions of this Section 7.7 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.

Section 7.8 Liability of Indemnitees.

      (a) Notwithstanding anything to the contrary set forth in this Agreement,
no Indemnitee shall be liable for monetary damages to the Partnership, the
Limited Partners, the Assignees or any other Persons who have acquired interests
in the Partnership Securities, for losses sustained or liabilities incurred as a
result of any act or omission of an Indemnitee unless there has been a final and
non-appealable judgment entered by a court of competent jurisdiction determining
that, in respect of the matter in question, the Indemnitee acted in bad faith or
engaged in fraud, willful misconduct or gross negligence or, in the case of a
criminal matter, acted with knowledge that the Indemnitee's conduct was
criminal.

      (b) Subject to its obligations and duties as General Partner set forth in
Section 7.1(a), the General Partner may exercise any of the powers granted to it
by this Agreement and perform any of the duties imposed upon it hereunder either
directly or by or through its agents, and the

                                       67


General Partner shall not be responsible for any misconduct or negligence on the
part of any such agent appointed by the General Partner in good faith.

      (c) To the extent that, at law or in equity, an Indemnitee has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership
or to the Partners, the General Partner and any other Indemnitee acting in
connection with the Partnership's business or affairs shall not be liable to the
Partnership or to any Partner for its good faith reliance on the provisions of
this Agreement.

      (d) Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability to the Partnership, the Limited Partners, the
General Partner, and the Partnership's and General Partner's directors, officers
and employees under this Section 7.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and
            Modification of Duties.

      (a)   Unless otherwise expressly provided in this Agreement or any Group
Member Agreement, whenever a potential conflict of interest exists or arises
between the General Partner or any of its Affiliates, on the one hand, and the
Partnership, any Group Member, any Partner or any Assignee, on the other, any
resolution or course of action by the General Partner or its Affiliates in
respect of such conflict of interest shall be permitted and deemed approved by
all Partners, and shall not constitute a breach of this Agreement, of any Group
Member Agreement, of any agreement contemplated herein or therein, or of any
duty stated or implied by law or equity, if the resolution or course of action
in respect of such conflict of interest is (i) approved by Special Approval,
(ii) approved by the vote of a majority of the Common Units (excluding Common
Units owned by the General Partner and its Affiliates), (iii) on terms no less
favorable to the Partnership than those generally being provided to or available
from unrelated third parties or (iv) fair and reasonable to the Partnership,
taking into account the totality of the relationships between the parties
involved (including other transactions that may be particularly favorable or
advantageous to the Partnership). The General Partner shall be authorized but
not required in connection with its resolution of such conflict of interest to
seek Special Approval of such resolution, and the General Partner may also adopt
a resolution or course of action that has not received Special Approval. If
Special Approval is not sought and the board of directors of the General Partner
determines that the resolution or course of action taken with respect to a
conflict of interest satisfies either of the standards set forth in clauses
(iii) or (iv) above, then it shall be presumed that, in making its decision, the
board of directors acted in good faith, and in any proceeding brought by any
Limited Partner or Assignee or by or on behalf of such Limited Partner or
Assignee or any other Limited Partner or Assignee or the Partnership challenging
such approval, the Person bringing or prosecuting such proceeding shall have the
burden of overcoming such presumption. Notwithstanding anything to the contrary
in this Agreement, the existence of the conflicts of interest described in the
Registration Statement are hereby approved by all Partners.

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      (b)   Whenever the General Partner makes a determination or takes or
declines to take any other action, or any of its Affiliates causes it to do so,
in its capacity as the general partner of the Partnership as opposed to in its
individual capacity, whether under this Agreement, any Group Member Agreement or
any other agreement contemplated hereby or otherwise, then, unless another
express standard is provided for in this Agreement, the General Partner, or such
Affiliate causing it to do so, shall make such determination or take or decline
to take such other action in good faith and shall not be subject to any other or
different standards imposed by this Agreement, any Group Member Agreement, any
other agreement contemplated hereby or under the Delaware Act or any other law,
rule or regulation. In order for a determination or other action to be in "good
faith" for purposes of this Agreement, the Person or Persons making such
determination or taking or declining to take such other action must reasonably
believe that the determination or other action is in the best interests of the
Partnership, unless the context otherwise requires.

      (c)   Whenever the General Partner makes a determination or takes or
declines to take any other action, or any of its Affiliates causes it to do so,
in its individual capacity as opposed to in its capacity as the general partner
of the Partnership, whether under this Agreement, any Group Member Agreement or
any other agreement contemplated hereby or otherwise, then the General Partner,
or such Affiliates causing it to do so, are entitled to make such determination
or to take or decline to take such other action free of any fiduciary duty or
obligation whatsoever to the Partnership, any Limited Partner or Assignee, and
the General Partner, or such Affiliates causing it to do so, and shall not be
required to act in good faith or pursuant to any other standard imposed by this
Agreement, any Group Member Agreement, any other agreement contemplated hereby
or under the Delaware Act or any other law, rule or regulation. By way of
illustration and not of limitation, whenever the phrase, "at the option of the
General Partner," or some variation of that phrase, is used in this Agreement,
it indicates that the General Partner is acting in its individual capacity.

      (d)   Notwithstanding anything to the contrary in this Agreement, the
General Partner and its Affiliates shall have no duty or obligation, express or
implied, to (i) sell or otherwise dispose of any asset of the Partnership Group
other than in the ordinary course of business or (ii) permit any Group Member to
use any facilities or assets of the General Partner and its Affiliates, except
as may be provided in contracts entered into from time to time specifically
dealing with such use. Any determination by the General Partner or any of its
Affiliates to enter into such contracts shall be at its option.

      (e)   Except as expressly set forth in this Agreement, neither the General
Partner nor any other Indemnitee shall have any duties or liabilities, including
fiduciary duties, to the Partnership or any Limited Partner or Assignee and the
provisions of this Agreement, to the extent that they restrict or otherwise
modify the duties and liabilities, including fiduciary duties, of the General
Partner or any other Indemnitee otherwise existing at law or in equity, are
agreed by the Partners to replace such other duties and liabilities of the
General Partner or such other Indemnitee.

      (f)   The Unitholders hereby authorize the General Partner, on behalf of
the Partnership as a partner or member of a Group Member, to approve of actions
by the general

                                       69


partner or managing member of such Group Member similar to those actions
permitted to be taken by the General Partner pursuant to this Section 7.9.

Section 7.10 Other Matters Concerning the General Partner.

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

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

      (c) The General Partner shall have the right, in respect of any of its
powers or obligations hereunder, to act through any of its duly authorized
officers, a duly appointed attorney or attorneys-in-fact or the duly authorized
officers of the Partnership.

Section 7.11 Purchase or Sale of Partnership Securities.

      The General Partner may cause the Partnership to purchase or otherwise
acquire Partnership Securities; provided that, except as permitted pursuant to
Section 4.10, the General Partner may not cause any Group Member to purchase
Subordinated Units during the Subordination Period. As long as Partnership
Securities are held by any Group Member, such Partnership Securities shall not
be considered Outstanding for any purpose, except as otherwise provided herein.
The General Partner or any Affiliate of the General Partner may also purchase or
otherwise acquire and sell or otherwise dispose of Partnership Securities for
its own account, subject to the provisions of Articles IV and X.

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 for purposes of this Section 7.12, any Person that is an Affiliate of
the General Partner at the date hereof notwithstanding that it may later cease
to be an Affiliate of the General Partner) holds Partnership Securities that it
desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule
or regulation to Rule 144) or another exemption from registration is not
available to enable such holder of Partnership Securities (the "Holder") to
dispose of the number of Partnership Securities it desires to sell at the time
it desires to do so without registration under the Securities Act, then at the
option and upon the request of the Holder, the Partnership shall file with the
Commission as promptly as practicable after receiving such request, and use all
reasonable efforts to cause to become effective and remain effective for a
period of not less than six months following its effective date or such shorter
period as shall terminate when all Partnership Securities covered by such
registration statement have been sold, a registration statement under the
Securities Act registering the offering and sale of the number of Partnership
Securities specified by the Holder; provided, however, that the Partnership
shall not be required

                                       70


to effect more than three registrations pursuant to this Section 7.12(a); and
provided further, however, that if the Conflicts Committee determines that a
postponement of the requested registration for up to six months would be in the
best interests of the Partnership and its Partners due to a pending transaction,
investigation or other event, the filing of such registration statement or the
effectiveness thereof may be deferred for up to six months, but not thereafter.
In connection with any registration pursuant to the immediately preceding
sentence, the Partnership shall (i) promptly prepare and file (A) such documents
as may be necessary to register or qualify the securities subject to such
registration under the securities laws of such states as the Holder shall
reasonably request; provided, however, that no such qualification shall be
required in any jurisdiction where, as a result thereof, the Partnership would
become subject to general service of process or to taxation or qualification to
do business as a foreign corporation or partnership doing business in such
jurisdiction solely as a result of such registration, and (B) such documents as
may be necessary to apply for listing or to list the Partnership Securities
subject to such registration on such National Securities Exchange as the Holder
shall reasonably request, and (ii) do any and all other acts and things that may
be necessary or appropriate to enable the Holder to consummate a public sale of
such Partnership Securities in such states. Except as set forth in Section
7.12(c), all costs and expenses of any such registration and offering (other
than the underwriting discounts and commissions) shall be paid by the
Partnership, without reimbursement by the Holder.

      (b) If the Partnership shall at any time propose to file a registration
statement under the Securities Act for an offering of equity securities of the
Partnership for cash (other than an offering relating solely to an employee
benefit plan), the Partnership shall use all reasonable efforts to include such
number or amount of securities held by the Holder in such registration statement
as the Holder shall request; provided that the Partnership is not required to
make any effort or take any action to so include the securities of the Holder
once the registration statement is declared effective by the Commission,
including any registration statement providing for the offering from time to
time of securities pursuant to Rule 415 of the Securities Act. If the proposed
offering pursuant to this Section 7.12(b) shall be an underwritten offering,
then, in the event that the managing underwriter or managing underwriters of
such offering advise the Partnership and the Holder in writing that in their
opinion the inclusion of all or some of the Holder's Partnership Securities
would adversely and materially affect the success of the offering, the
Partnership shall include in such offering only that number or amount, if any,
of securities held by the Holder that, in the opinion of the managing
underwriter or managing underwriters, will not so adversely and materially
affect the offering. Except as set forth in Section 7.12(c), all costs and
expenses of any such registration and offering (other than the underwriting
discounts and commissions) shall be paid by the Partnership, without
reimbursement by the Holder.

      (c) If underwriters are engaged in connection with any registration
referred to in this Section 7.12, the Partnership shall provide indemnification,
representations, covenants, opinions and other assurance to the underwriters in
form and substance reasonably satisfactory to such underwriters. Further, in
addition to and not in limitation of the Partnership's obligation under Section
7.7, the Partnership shall, to the fullest extent permitted by law, indemnify
and hold harmless the Holder, its officers, directors and each Person who
controls the Holder (within the meaning of the Securities Act) and any agent
thereof (collectively, "Indemnified Persons") against any losses, claims,
demands, actions, causes of action, assessments, damages, liabilities (joint or
several), costs and expenses (including interest, penalties and reasonable
attorneys' fees

                                       71


and disbursements), resulting to, imposed upon, or incurred by the Indemnified
Persons, directly or indirectly, under the Securities Act or otherwise
(hereinafter referred to in this Section 7.12(c) as a "claim" and in the plural
as "claims") based upon, arising out of or resulting from any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement under which any Partnership Securities were registered under the
Securities Act or any state securities or Blue Sky laws, in any preliminary
prospectus (if used prior to the effective date of such registration statement),
or in any summary or final prospectus or in any amendment or supplement thereto
(if used during the period the Partnership is required to keep the registration
statement current), or arising out of, based upon or resulting from the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements made therein not misleading;
provided, however, that the Partnership shall not be liable to any Indemnified
Person to the extent that any such claim arises out of, is based upon or results
from an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, such preliminary, summary or final
prospectus or such amendment or supplement, in reliance upon and in conformity
with written information furnished to the Partnership by or on behalf of such
Indemnified Person specifically for use in the preparation thereof.

      (d) The provisions of Section 7.12(a) and 7.12(b) shall continue to be
applicable with respect to the General Partner (and any of the General Partner's
Affiliates) after it ceases to be a Partner of the Partnership, during a period
of two years subsequent to the effective date of such cessation and for so long
thereafter as is required for the Holder to sell all of the Partnership
Securities with respect to which it has requested during such two-year period
inclusion in a registration statement otherwise filed or that a registration
statement be filed; provided, however, that the Partnership shall not be
required to file successive registration statements covering the same
Partnership Securities for which registration was demanded during such two-year
period. The provisions of Section 7.12(c) shall continue in effect thereafter.

      (e) Any request to register Partnership Securities pursuant to this
Section 7.12 shall (i) specify the Partnership Securities intended to be offered
and sold by the Person making the request, (ii) express such Person's present
intent to offer such Partnership Securities for distribution, (iii) describe the
nature or method of the proposed offer and sale of Partnership Securities, and
(iv) contain the undertaking of such Person to provide all such information and
materials and take all action as may be required in order to permit the
Partnership to comply with all applicable requirements in connection with the
registration of such Partnership Securities.

Section 7.13 Reliance by Third Parties.

      Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner and any officer of the General Partner authorized by the General Partner
to act on behalf of and in the name of the Partnership has full power and
authority to encumber, sell or otherwise use in any manner any and all assets of
the Partnership and to enter into any authorized contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer as if it were the Partnership's sole party in interest, both
legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies that may be available against such Person to contest,
negate or disaffirm any action of the General Partner or any such officer in
connection

                                       72


with any such dealing. In no event shall any Person dealing with the General
Partner or any such officer or its representatives be obligated to ascertain
that the terms of this Agreement have been complied with or to inquire into the
necessity or expedience of any act or action of the General Partner or any such
officer or its representatives. Each and every certificate, document or other
instrument executed on behalf of the Partnership by the General Partner or its
representatives shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution and
delivery of such certificate, document or instrument, this Agreement was in full
force and effect, (b) the Person executing and delivering such certificate,
document or instrument was duly authorized and empowered to do so for and on
behalf of the Partnership and (c) such certificate, document or instrument was
duly executed and delivered in accordance with the terms and provisions of this
Agreement and is binding upon the Partnership.

                                  ARTICLE VIII

                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting.

      The General Partner shall keep or cause to be kept at the principal office
of the Partnership appropriate books and records with respect to the
Partnership's business, including all books and records necessary to provide to
the Limited Partners any information required to be provided pursuant to Section
3.4(a). Any books and records maintained by or on behalf of the Partnership in
the regular course of its business, including the record of the Record Holders
and Assignees of Units or other Partnership Securities, books of account and
records of Partnership proceedings, may be kept on, or be in the form of,
computer disks, hard drives, punch cards, magnetic tape, photographs,
micrographics or any other information storage device; provided, that the books
and records so maintained are convertible into clearly legible written form
within a reasonable period of time. The books of the Partnership shall be
maintained, for financial reporting purposes, on an accrual basis in accordance
with U.S. GAAP.

Section 8.2 Fiscal Year.

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

Section 8.3 Reports.

      (a) As soon as practicable, but in no event later than 120 days after the
close of each fiscal year of the Partnership, the General Partner shall cause to
be mailed or made available to each Record Holder of a Unit as of a date
selected by the General Partner, an annual report containing financial
statements of the Partnership for such fiscal year of the Partnership, presented
in accordance with U.S. GAAP, including a balance sheet and statements of
operations, Partnership equity and cash flows, such statements to be audited by
a firm of independent public accountants selected by the General Partner.

      (b) As soon as practicable, but in no event later than 90 days after the
close of each Quarter except the last Quarter of each fiscal year, the General
Partner shall cause to be mailed or made available to each Record Holder of a
Unit, as of a date selected by the General Partner, a

                                       73


report containing unaudited financial statements of the Partnership and such
other information as may be required by applicable law, regulation or rule of
any National Securities Exchange on which the Units are listed for trading, or
as the General Partner determines to be necessary or appropriate.

                                   ARTICLE IX

                                   TAX MATTERS

Section 9.1 Tax Returns and Information.

      The Partnership shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the
accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax reporting
purposes with respect to a taxable year shall be furnished to them within 90
days of the close of the calendar year in which the Partnership's taxable year
ends. The classification, realization and recognition of income, gain, losses
and deductions and other items shall be on the accrual method of accounting for
federal income tax purposes.

Section 9.2 Tax Elections.

      (a) The Partnership shall make the election under Section 754 of the Code
in accordance with applicable regulations thereunder, subject to the reservation
of the right to seek to revoke any such election upon the General Partner's
determination that such revocation is in the best interests of the Limited
Partners. Notwithstanding any other provision herein contained, for the purposes
of computing the adjustments under Section 743(b) of the Code, the General
Partner shall be authorized (but not required) to adopt a convention whereby the
price paid by a transferee of a Limited Partner Interest will be deemed to be
the lowest quoted closing price of the Limited Partner Interests on any National
Securities Exchange on which such Limited Partner Interests are traded during
the calendar month in which such transfer is deemed to occur pursuant to Section
6.2(g) without regard to the actual price paid by such transferee.

      (b) The Partnership shall elect to deduct expenses incurred in organizing
the Partnership ratably over a sixty-month period as provided in Section 709 of
the Code.

      (c) Except as otherwise provided herein, the General Partner shall
determine whether the Partnership should make any other elections permitted by
the Code.

Section 9.3 Tax Controversies.

      Subject to the provisions hereof, the General Partner is designated as the
Tax Matters Partner (as defined in the Code) and is authorized and required to
represent the Partnership (at the Partnership's expense) in connection with all
examinations of the Partnership's affairs by tax authorities, including
resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith. Each Partner
agrees to cooperate with the General Partner and to do or refrain from doing any
or all things reasonably required by the General Partner to conduct such
proceedings.

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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 cause the Partnership
and the other Group Members to comply with any withholding requirements
established under the Code or any other federal, state or local law including,
without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.
To the extent that the Partnership is required or elects to withhold and pay
over to any taxing authority any amount resulting from the allocation or
distribution of income to any Partner or Assignee (including, without
limitation, by reason of Section 1446 of the Code), the General Partner may
treat the amount withheld as a distribution of cash pursuant to Section 6.3 in
the amount of such withholding from such Partner.

                                   ARTICLE X

                              ADMISSION OF PARTNERS

Section 10.1 Admission of Initial Limited Partners.

      Upon the issuance by the Partnership of Common Units, Subordinated Units
and Incentive Distribution Rights to the General Partner and the Underwriters as
described in Section 5.3 in connection with the Initial Offering, the General
Partner shall admit such parties to the Partnership as Initial Limited Partners
in respect of the Common Units, Subordinated Units or Incentive Distribution
Rights issued to them.

Section 10.2 Admission of Substituted Limited Partners.

      By transfer of a Limited Partner Interest in accordance with Article IV,
the transferor shall be deemed to have given the transferee the right to seek
admission as a Substituted Limited Partner subject to the conditions of, and in
the manner permitted under, this Agreement. A transferor of a Certificate
representing a Limited Partner Interest shall, however, only have the authority
to convey to a purchaser or other transferee who does not execute and deliver a
Transfer Application (a) the right to negotiate such Certificate to a purchaser
or other transferee and (b) the right to transfer the right to request admission
as a Substituted Limited Partner to such purchaser or other transferee in
respect of the transferred Limited Partner Interests. Each transferee of a
Limited Partner Interest (including any nominee holder or an agent acquiring
such Limited Partner Interest for the account of another Person) who executes
and delivers a Transfer Application shall, by virtue of such execution and
delivery, be an Assignee. Such Assignee shall automatically be admitted to the
Partnership as a Substituted Limited Partner with respect to the Limited Partner
Interests so transferred to such Person at such time as such transfer is
recorded in the books and records of the Partnership, and until so recorded,
such transferee shall be an Assignee. The General Partner shall periodically,
but no less frequently than on the first Business Day of each calendar quarter,
cause any unrecorded transfers of Limited Partner Interests with respect to
which a completed and duly executed Transfer Application has been received to be
recorded in the books and records of the Partnership. An Assignee shall have an
interest in the Partnership equivalent to that of a Limited Partner with respect
to allocations and distributions, including liquidating distributions, of the
Partnership. With respect to voting rights attributable to Limited Partner
Interests that are held by Assignees, the General Partner shall be deemed to be

                                       75


the Limited Partner with respect thereto and shall, in exercising the voting
rights in respect of such Limited Partner Interests on any matter, vote such
Limited Partner Interests at the written direction of the Assignee who is the
Record Holder of such Limited Partner Interests. If no such written direction is
received, such Limited Partner Interests will not be voted. An Assignee shall
have no other rights of a Limited Partner.

Section 10.3 Admission of Successor General Partner.

      A successor General Partner approved pursuant to Section 11.1 or 11.2 or
the transferee of or successor to all of the General Partner Interest pursuant
to Section 4.6 who is proposed to be admitted as a successor General Partner
shall be admitted to the Partnership as the General Partner, effective
immediately prior to the withdrawal or removal of the predecessor or
transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer
of the General Partner Interest pursuant to Section 4.6, provided, however, that
no such successor shall be admitted to the Partnership until compliance with the
terms of Section 4.6 has occurred and such successor has executed and delivered
such other documents or instruments as may be required to effect such admission.
Any such successor shall, subject to the terms hereof, carry on the business of
the members of the Partnership Group without dissolution.

Section 10.4 Admission of Additional Limited Partners.

      (a) A Person (other than the General Partner, an Initial Limited Partner
or a Substituted Limited Partner) who makes a Capital Contribution to the
Partnership in accordance with this Agreement shall be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the General
Partner

            (i)   evidence of acceptance in form satisfactory to the General
      Partner of all of the terms and conditions of this Agreement, including
      the power of attorney granted in Section 2.6, and

            (ii)  such other documents or instruments as may be required by the
      General Partner to effect such Person's admission as an Additional Limited
      Partner.

      (b) Notwithstanding anything to the contrary in this Section 10.4, no
Person shall be admitted as an Additional Limited Partner without the consent of
the General Partner. The admission of any Person as an Additional Limited
Partner shall become effective on the date upon which the name of such Person is
recorded as such in the books and records of the Partnership, following the
consent of the General Partner to such admission.

Section 10.5 Amendment of Agreement and Certificate of Limited Partnership.

      To effect the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary or appropriate under the Delaware Act to
amend the records of the Partnership to reflect such admission and, if
necessary, to prepare as soon as practicable an amendment to this Agreement and,
if required by law, the General Partner shall prepare and file an amendment to
the Certificate of Limited Partnership, and the General Partner may for this
purpose, among others, exercise the power of attorney granted pursuant to
Section 2.6.

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                                   ARTICLE XI

                        WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1 Withdrawal of the General Partner.

      (a) The General Partner shall be deemed to have withdrawn from the
Partnership upon the occurrence of any one of the following events (each such
event herein referred to as an "Event of Withdrawal");

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

            (ii)  The General Partner transfers all of its rights as General
      Partner pursuant to Section 4.6;

            (iii) The General Partner is removed pursuant to Section 11.2;

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

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

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

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

                                       77


      (b) Withdrawal of the General Partner from the Partnership upon the
occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period
beginning on the Closing Date and ending at 12:00 midnight, Eastern Standard
Time, on December 31, 2011, the General Partner voluntarily withdraws by giving
at least 90 days' advance notice of its intention to withdraw to the Limited
Partners; provided that prior to the effective date of such withdrawal, the
withdrawal is approved by Unitholders holding at least a majority of the
Outstanding Common Units (excluding Common Units held by the General Partner and
its Affiliates) and the General Partner delivers to the Partnership an Opinion
of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the
selection of the successor General Partner) would not result in the loss of the
limited liability of any Limited Partner or any Group Member or cause any Group
Member to be treated as an association taxable as a corporation or otherwise to
be taxed as an entity for federal income tax purposes (to the extent not
previously treated as such); (ii) at any time after 12:00 midnight, Eastern
Standard Time, on December 31, 2011, the General Partner voluntarily withdraws
by giving at least 90 days' advance notice to the Unitholders, such withdrawal
to take effect on the date specified in such notice; (iii) at any time that the
General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii)
or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of
this sentence, at any time that the General Partner voluntarily withdraws by
giving at least 90 days' advance notice of its intention to withdraw to the
Limited Partners, such withdrawal to take effect on the date specified in the
notice, if at the time such notice is given one Person and its Affiliates (other
than the General Partner and its Affiliates) own beneficially or of record or
control at least 50% of the Outstanding Units. The withdrawal of the General
Partner from the Partnership upon the occurrence of an Event of Withdrawal shall
also constitute the withdrawal of the General Partner as general partner or
managing member, to the extent applicable, of the other Group Members. If the
General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the
holders of a Unit Majority, may, prior to the effective date of such withdrawal,
elect a successor General Partner. The Person so elected as successor General
Partner shall automatically become the successor general partner or managing
member, to the extent applicable, of the other Group Members of which the
General Partner is a general partner or a managing member. If, prior to the
effective date of the General Partner's withdrawal, a successor is not selected
by the Unitholders as provided herein or the Partnership does not receive a
Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance
with Section 12.1. Any successor General Partner elected in accordance with the
terms of this Section 11.1 shall be subject to the provisions of Section 10.3.

Section 11.2 Removal of the General Partner.

      The General Partner may be removed if such removal is approved by the
Unitholders holding at least 66 2/3% of the Outstanding Units (including Units
held by the General Partner and its Affiliates). Any such action by such holders
for removal of the General Partner must also provide for the election of a
successor General Partner by the Unitholders holding a majority of the
outstanding Common Units voting as a class and a majority of the outstanding
Subordinated Units voting as a class (including Units held by the General
Partner and its Affiliates). Such removal shall be effective immediately
following the admission of a successor General Partner pursuant to Section 10.3.
The removal of the General Partner shall also automatically constitute the
removal of the General Partner as general partner or managing member, to the
extent applicable, of the other Group Members of which the General Partner is a
general partner or a

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managing member. If a Person is elected as a successor General Partner in
accordance with the terms of this Section 11.2, such Person shall, upon
admission pursuant to Section 10.3, automatically become a successor general
partner or managing member, to the extent applicable, of the other Group Members
of which the General Partner is a general partner or a managing member. The
right of the holders of Outstanding Units to remove the General Partner shall
not exist or be exercised unless the Partnership has received an opinion opining
as to the matters covered by a Withdrawal Opinion of Counsel. Any successor
General Partner elected in accordance with the terms of this Section 11.2 shall
be subject to the provisions of Section 10.3.

Section 11.3 Interest of Departing Partner and Successor General Partner.

      (a) In the event of (i) withdrawal of the General Partner under
circumstances where such withdrawal does not violate this Agreement or (ii)
removal of the General Partner by the holders of Outstanding Units under
circumstances where Cause does not exist, if the successor General Partner is
elected in accordance with the terms of Section 11.1 or 11.2, the Departing
Partner shall have the option, exercisable prior to the effective date of the
departure of such Departing Partner, to require its successor to purchase its
General Partner Interest and its general partner interest (or equivalent
interest) in the other Group Members and all of its Incentive Distribution
Rights (collectively, the "Combined Interest") in exchange for an amount in cash
equal to the fair market value of such Combined Interest, such amount to be
determined and payable as of the effective date of its departure. If the General
Partner is removed by the Unitholders under circumstances where Cause exists or
if the General Partner withdraws under circumstances where such withdrawal
violates this Agreement, and if a successor General Partner is elected in
accordance with the terms of Section 11.1 or 11.2 (or if the Partnership is
reconstituted pursuant to Section 12.2 and the successor General Partner is not
the former General Partner), such successor shall have the option, exercisable
prior to the effective date of the departure of such Departing Partner (or, in
the event of a reconstituted Partnership, prior to the effective date of the
reconstitution of the Partnership), to purchase the Combined Interest for such
fair market value of such Combined Interest of the Departing Partner. In either
event, the Departing Partner shall be entitled to receive all reimbursements due
such Departing Partner pursuant to Section 7.4, including any employee-related
liabilities (including severance liabilities), incurred in connection with the
termination of any employees employed by the Departing Partner for the benefit
of the Partnership or the other Group Members.

      For purposes of this Section 11.3(a), the fair market value of the
Departing Partner's Combined Interest shall be determined by agreement between
the Departing Partner and its successor or, failing agreement within 30 days
after the effective date of such Departing Partner's departure, by an
independent investment banking firm or other independent expert selected by the
Departing Partner and its successor, which, in turn, may rely on other experts,
and the determination of which shall be conclusive as to such matter. If such
parties cannot agree upon one independent investment banking firm or other
independent expert within 45 days after the effective date of such departure,
then the Departing Partner shall designate an independent investment banking
firm or other independent expert, the Departing Partner's successor shall
designate an independent investment banking firm or other independent expert,
and such firms or experts shall mutually select a third independent investment
banking firm or independent expert, which third independent investment banking
firm or other independent expert shall determine the fair market value of the
Combined Interest of the Departing Partner. In making its determination,

                                       79


such third independent investment banking firm or other independent expert may
consider the then current trading price of Units on any National Securities
Exchange on which Units are then listed, the value of the Partnership's assets,
the rights and obligations of the Departing Partner and other factors it may
deem relevant.

      (b) If the Combined Interest is not purchased in the manner set forth in
Section 11.3(a), the Departing Partner (or its transferee) shall become a
Limited Partner and its Combined Interest shall be converted into Common Units
pursuant to a valuation made by an investment banking firm or other independent
expert selected pursuant to Section 11.3(a), without reduction in such
Partnership Interest (but subject to proportionate dilution by reason of the
admission of its successor). Any successor General Partner shall indemnify the
Departing Partner (or its transferee) as to all debts and liabilities of the
Partnership arising on or after the date on which the Departing Partner (or its
transferee) becomes a Limited Partner. For purposes of this Agreement,
conversion of the Combined Interest of the Departing Partner to Common Units
will be characterized as if the Departing Partner (or its transferee)
contributed its Combined Interest to the Partnership in exchange for the newly
issued Common Units.

      (c) If a successor General Partner is elected in accordance with the terms
of Section 11.1 or 11.2 (or if the Partnership is reconstituted pursuant to
Section 12.2 and the successor General Partner is not the former General
Partner) and the option described in Section 11.3(a) is not exercised by the
party entitled to do so, the successor General Partner shall, at the effective
date of its admission to the Partnership, contribute to the Partnership cash in
the amount equal to 2/98ths of the Net Agreed Value of the Partnership's assets
on such date. In such event, such successor General Partner shall, subject to
the following sentence, be entitled to 2% of all Partnership allocations and
distributions to which the Departing Partner was entitled. In addition, the
successor General Partner shall cause this Agreement to be amended to reflect
that, from and after the date of such successor General Partner's admission, the
successor General Partner's interest in all Partnership distributions and
allocations shall be 2%.

Section 11.4 Termination of Subordination Period, Conversion of Subordinated
             Units and Extinguishment of Cumulative Common Unit Arrearages.

      Notwithstanding any provision of this Agreement, if the General Partner is
removed as general partner of the Partnership under circumstances where Cause
does not exist and Units held by the General Partner and its Affiliates are not
voted in favor of such removal, (i) the Subordination Period will end and all
Outstanding Subordinated Units will immediately and automatically convert into
Common Units on a one-for-one basis and (ii) all Cumulative Common Unit
Arrearages on the Common Units will be extinguished.

Section 11.5 Withdrawal of Limited Partners.

      No Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partner's Limited Partner
Interest becomes a Record Holder of the Limited Partner Interest so transferred,
such transferring Limited Partner shall cease to be a Limited Partner with
respect to the Limited Partner Interest so transferred.

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                                  ARTICLE XII

                           DISSOLUTION AND LIQUIDATION

Section 12.1 Dissolution.

      The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the removal or withdrawal of the General Partner, if a successor General Partner
is elected pursuant to Section 11.1 or 11.2, the Partnership shall not be
dissolved and such successor General Partner shall continue the business of the
Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its
affairs shall be wound up, upon:

      (a) an Event of Withdrawal of the General Partner as provided in Section
11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and an
Opinion of Counsel is received as provided in Section 11.1(b) or 11.2 and such
successor is admitted to the Partnership pursuant to Section 10.3;

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

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

      (d) the sale, exchange or other disposition of all or substantially all of
the assets and properties of the Partnership Group.

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

      Upon (a) dissolution of the Partnership following an Event of Withdrawal
caused by the withdrawal or removal of the General Partner as provided in
Section 11.1(a)(i) or (iii) and the failure of the Partners to select a
successor to such Departing Partner pursuant to Section 11.1 or 11.2, then
within 90 days thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or
(vi), then, to the maximum extent permitted by law, within 180 days thereafter,
the holders of a Unit Majority may elect to reconstitute the Partnership and
continue its business on the same terms and conditions set forth in this
Agreement by forming a new limited partnership on terms identical to those set
forth in this Agreement and having as the successor General Partner a Person
approved by the holders of a Unit Majority. Unless such an election is made
within the applicable time period as set forth above, the Partnership shall
conduct only activities necessary to wind up its affairs. If such an election is
so made, then:

            (i)   the reconstituted Partnership shall continue unless earlier
      dissolved in accordance with this Article XII;

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

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            (iii) all necessary steps shall be taken to cancel this Agreement
      and the Certificate of Limited Partnership and to enter into and, as
      necessary, to file a new partnership agreement and certificate of limited
      partnership, and the successor General Partner may for this purpose
      exercise the powers of attorney granted the General Partner pursuant to
      Section 2.6; provided, that the right of the holders of a Unit Majority to
      approve a successor General Partner and to reconstitute and to continue
      the business of the Partnership shall not exist and may not be exercised
      unless the Partnership has received an Opinion of Counsel that (x) the
      exercise of the right would not result in the loss of limited liability of
      any Limited Partner and (y) neither the Partnership, the reconstituted
      limited partnership nor any other Group Member would be treated as an
      association taxable as a corporation or otherwise be taxable as an entity
      for federal income tax purposes upon the exercise of such right to
      continue (to the extent not already so treated or taxed).

Section 12.3 Liquidator.

      Upon dissolution of the Partnership, unless the Partnership is continued
under an election to reconstitute and continue the Partnership pursuant to
Section 12.2, the General Partner shall select one or more Persons to act as
Liquidator. The Liquidator (if other than the General Partner) shall be entitled
to receive such compensation for its services as may be approved by holders of
at least a majority of the Outstanding Common Units and Subordinated Units
voting as a single class. The Liquidator (if other than the General Partner)
shall agree not to resign at any time without 15 days' prior notice and may be
removed at any time, with or without cause, by notice of removal approved by
holders of at least a majority of the Outstanding Common Units and Subordinated
Units voting as a single class. Upon dissolution, removal or resignation of the
Liquidator, a successor and substitute Liquidator (who shall have and succeed to
all rights, powers and duties of the original Liquidator) shall within 30 days
thereafter be approved by holders of at least a majority of the Outstanding
Common Units and Subordinated Units voting as a single class. The right to
approve a successor or substitute Liquidator in the manner provided herein shall
be deemed to refer also to any such successor or substitute Liquidator approved
in the manner herein provided. Except as expressly provided in this Article XII,
the Liquidator approved in the manner provided herein shall have and may
exercise, without further authorization or consent of any of the parties hereto,
all of the powers conferred upon the General Partner under the terms of this
Agreement (but subject to all of the applicable limitations, contractual and
otherwise, upon the exercise of such powers, other than the limitation on sale
set forth in Section 7.3(b)) necessary or appropriate to carry out the duties
and functions of the Liquidator hereunder for and during the period of time
required to complete the winding up and liquidation of the Partnership as
provided for herein.

Section 12.4 Liquidation.

      The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner and
over such period as determined by the Liquidator, subject to Section 17-804 of
the Delaware Act and the following:

      (a) The assets may be disposed of by public or private sale or by
distribution in kind to one or more Partners on such terms as the Liquidator and
such Partner or Partners may agree. If

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any property is distributed in kind, the Partner receiving the property shall be
deemed for purposes of Section 12.4(c) to have received cash equal to its fair
market value; and contemporaneously therewith, appropriate cash distributions
must be made to the other Partners. The Liquidator may defer liquidation or
distribution of the Partnership's assets for a reasonable time if it determines
that an immediate sale or distribution of all or some of the Partnership's
assets would be impractical or would cause undue loss to the Partners. The
Liquidator may distribute the Partnership's assets, in whole or in part, in kind
if it determines that a sale would be impractical or would cause undue loss to
the Partners.

      (b) Liabilities of the Partnership include amounts owed to the Liquidator
as compensation for serving in such capacity (subject to the terms of Section
12.3) and amounts to Partners otherwise than in respect of their distribution
rights under Article VI. With respect to any liability that is contingent,
conditional or unmatured or is otherwise not yet due and payable, the Liquidator
shall either settle such claim for such amount as it thinks appropriate or
establish a reserve of cash or other assets to provide for its payment. When
paid, any unused portion of the reserve shall be distributed as additional
liquidation proceeds.

      (c) All property and all cash in excess of that required to discharge
liabilities as provided in Section 12.4(b) shall be distributed to the Partners
in accordance with, and to the extent of, the positive balances in their
respective Capital Accounts, as determined after taking into account all Capital
Account adjustments (other than those made by reason of distributions pursuant
to this Section 12.4(c)) for the taxable year of the Partnership during which
the liquidation of the Partnership occurs (with such date of occurrence being
determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and
such distribution shall be made by the end of such taxable year (or, if later,
within 90 days after said date of such occurrence).

Section 12.5 Cancellation of Certificate of Limited Partnership.

      Upon the completion of the distribution of Partnership cash and property
as provided in Section 12.4 in connection with the liquidation of the
Partnership, the Partnership shall be terminated and the Certificate of Limited
Partnership and all qualifications of the Partnership as a foreign limited
partnership in jurisdictions other than the State of Delaware shall be canceled
and such other actions as may be necessary to terminate the Partnership shall be
taken.

Section 12.6 Return of Contributions.

      The General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
Partners or Unitholders, or any portion thereof, it being expressly understood
that any such return shall be made solely from Partnership assets.

Section 12.7 Waiver of Partition.

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

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Section 12.8 Capital Account Restoration.

      No Limited Partner shall have any obligation to restore any negative
balance in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital
Account upon liquidation of its interest in the Partnership by the end of the
taxable year of the Partnership during which such liquidation occurs, or, if
later, within 90 days after the date of such liquidation.

                                  ARTICLE XIII

            AMENDMENT 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, without the approval of any
Partner or Assignee, may amend any provision of this Agreement and execute,
swear to, acknowledge, deliver, file and record whatever documents may be
required in connection therewith, to reflect:

      (a) a change in the name of the Partnership, the location of the principal
place of business of the Partnership, the registered agent of the Partnership or
the registered office of the Partnership;

      (b) admission, substitution, withdrawal or removal of Partners in
accordance with this Agreement;

      (c) a change that the General Partner determines to be necessary or
appropriate to qualify or continue the qualification of the Partnership as a
limited partnership or a partnership in which the Limited Partners have limited
liability under the laws of any state or to ensure that the Group Members will
not be treated as associations taxable as corporations or otherwise taxed as
entities for federal income tax purposes;

      (d) a change that the General Partner determines (i) does not adversely
affect the Limited Partners (including any particular class of Partnership
Interests as compared to other classes of Partnership Interests) in any material
respect, (ii) to be necessary or appropriate to (A) satisfy any requirements,
conditions or guidelines contained in any opinion, directive, order, ruling or
regulation of any federal or state agency or judicial authority or contained in
any federal or state statute (including the Delaware Act) or (B) facilitate the
trading of the Units (including the division of any class or classes of
Outstanding Units into different classes to facilitate uniformity of tax
consequences within such classes of Units) or comply with any rule, regulation,
guideline or requirement of any National Securities Exchange on which the Units
are or will be listed for trading, (iii) to be necessary or appropriate in
connection with action taken by the General Partner pursuant to Section 5.10 or
(iv) is required to effect the intent expressed in the Registration Statement or
the intent of the provisions of this Agreement or is otherwise contemplated by
this Agreement;

      (e) a change in the fiscal year or taxable year of the Partnership and any
other changes that the General Partner determines to be necessary or appropriate
as a result of a change in the fiscal year or taxable year of the Partnership
including, if the General Partner shall so determine,

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a change in the definition of "Quarter" and the dates on which distributions are
to be made by the Partnership;

      (f) an amendment that is necessary, in the Opinion of Counsel, to prevent
the Partnership, or the General Partner or its directors, officers, trustees or
agents from in any manner being subjected to the provisions of the Investment
Company Act of 1940, as amended, the Investment Advisers Act of 1940, as
amended, or "plan asset" regulations adopted under the Employee Retirement
Income Security Act of 1974, as amended, regardless of whether such are
substantially similar to plan asset regulations currently applied or proposed by
the United States Department of Labor;

      (g) subject to the terms of Section 5.7, an amendment that the General
Partner determines to be necessary or appropriate in connection with the
authorization of issuance of any class or series of Partnership Securities
pursuant to Section 5.6;

      (h) any amendment expressly permitted in this Agreement to be made by the
General Partner acting alone;

      (i) an amendment effected, necessitated or contemplated by a Merger
Agreement approved in accordance with Section 14.3;

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

      (k) a merger or conveyance pursuant to Section 14.3(d); or

      (l) any other amendments substantially similar to the foregoing.

Section 13.2 Amendment Procedures.

      Except as provided in Sections 13.1 and 13.3, all amendments to this
Agreement shall be made in accordance with the following requirements.
Amendments to this Agreement may be proposed only by the General Partner
provided, however, that the General Partner shall have no duty or obligation to
propose any amendment to this Agreement and may decline to do so free of any
fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner
or Assignee and, in declining to propose an amendment, shall not be required to
act in good faith or pursuant to any other standard imposed by this Agreement,
any Group Member Agreement, any other agreement contemplated hereby or under the
Delaware Act or any other law, rule or regulation A proposed amendment shall be
effective upon its approval by the holders of a Unit Majority, unless a greater
or different percentage is required under this Agreement or by Delaware law.
Each proposed amendment that requires the approval of the holders of a specified
percentage of Outstanding Units shall be set forth in a writing that contains
the text of the proposed amendment. If such an amendment is proposed, the
General Partner shall seek the written approval of the requisite percentage of
Outstanding Units or call a meeting of the Unitholders to

                                       85


consider and vote on such proposed amendment. The General Partner shall notify
all Record Holders upon final adoption of any such proposed amendments.

Section 13.3 Amendment Requirements.

      (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision
of this Agreement that establishes a percentage of Outstanding Units (including
Units deemed owned by the General Partner) required to take any action shall be
amended, altered, changed, repealed or rescinded in any respect that would have
the effect of reducing such voting percentage unless such amendment is approved
by the written consent or the affirmative vote of holders of Outstanding Units
whose aggregate Outstanding Units constitute not less than the voting
requirement sought to be reduced.

      (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment
to this Agreement may (i) enlarge the obligations of any Limited Partner without
its consent, unless such shall be deemed to have occurred as a result of an
amendment approved pursuant to Section 13.3(c), (ii) enlarge the obligations of,
restrict in any way any action by or rights of, or reduce in any way the amounts
distributable, reimbursable or otherwise payable to, the General Partner or any
of its Affiliates without its consent, which consent may be given or withheld at
its option, (iii) change Section 12.1(b), or (iv) change the term of the
Partnership or, except as set forth in Section 12.1(b), give any Person the
right to dissolve the Partnership.

      (c) Except as provided in Section 14.3, and without limitation of the
General Partner's authority to adopt amendments to this Agreement without the
approval of any Partners or Assignees as contemplated in Section 13.1, any
amendment that would have a material adverse effect on the rights or preferences
of any class of Partnership Interests in relation to other classes of
Partnership Interests must be approved by the holders of not less than a
majority of the Outstanding Partnership Interests of the class affected.

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

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

Section 13.4 Special Meetings.

      All acts of Limited Partners to be taken pursuant to this Agreement shall
be taken in the manner provided in this Article XIII. Special meetings of the
Limited Partners may be called by the General Partner or by Limited Partners
owning 20% or more of the Outstanding Units of the class or classes for which a
meeting is proposed. Limited Partners shall call a special meeting by delivering
to the General Partner one or more requests in writing stating that the signing
Limited Partners wish to call a special meeting and indicating the general or
specific purposes for which the special meeting is to be called. Within 60 days
after receipt of such a call from Limited

                                       86


Partners or within such greater time as may be reasonably necessary for the
Partnership to comply with any statutes, rules, regulations, listing agreements
or similar requirements governing the holding of a meeting or the solicitation
of proxies for use at such a meeting, the General Partner shall send a notice of
the meeting to the Limited Partners either directly or indirectly through the
Transfer Agent. A meeting shall be held at a time and place determined by the
General Partner on a date not less than 10 days nor more than 60 days after the
mailing of notice of the meeting. Limited Partners shall not vote on matters
that would cause the Limited Partners to be deemed to be taking part in the
management and control of the business and affairs of the Partnership so as to
jeopardize the Limited Partners' limited liability under the Delaware Act or the
law of any other state in which the Partnership is qualified to do business.

Section 13.5 Notice of a Meeting.

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

Section 13.6 Record Date.

      For purposes of determining the Limited Partners entitled to notice of or
to vote at a meeting of the Limited Partners or to give approvals without a
meeting as provided in Section 13.11 the General Partner may set a Record Date,
which shall not be less than 10 nor more than 60 days before (a) the date of the
meeting (unless such requirement conflicts with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are listed
for trading, in which case the rule, regulation, guideline or requirement of
such exchange shall govern) or (b) in the event that approvals are sought
without a meeting, the date by which Limited Partners are requested in writing
by the General Partner to give such approvals.

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 need not be fixed, if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless such adjournment shall be for more than 45 days. At the adjourned
meeting, the Partnership may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 45 days
or if a new Record Date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given in accordance with this Article XIII.

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 had occurred at a meeting
duly held after regular call and notice, if a quorum is present either in person
or by proxy, and if, either before or after the meeting, Limited Partners
representing such quorum who were present in person or by proxy and entitled to
vote, sign a written waiver of notice or an approval of the holding of the
meeting or an

                                       87


approval of the minutes thereof. All waivers and approvals shall be filed with
the Partnership records or made a part of the minutes of the meeting. Attendance
of a Limited Partner at a meeting shall constitute a waiver of notice of the
meeting, except when the Limited Partner attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened; and except that
attendance at a meeting is not a waiver of any right to disapprove the
consideration of matters required to be included in the notice of the meeting,
but not so included, if the disapproval is expressly made at the meeting.

Section 13.9 Quorum and Voting.

      The holders of a majority of the Outstanding Units of the class or classes
for which a meeting has been called (including Outstanding Units deemed owned by
the General Partner) represented in person or by proxy shall constitute a quorum
at a meeting of Limited Partners of such class or classes unless any such action
by the Limited Partners requires approval by holders of a greater percentage of
such Units, in which case the quorum shall be such greater percentage. At any
meeting of the Limited Partners duly called and held in accordance with this
Agreement at which a quorum is present, the act of Limited Partners holding
Outstanding Units that in the aggregate represent a majority of the Outstanding
Units entitled to vote and be present in person or by proxy at such meeting
shall be deemed to constitute the act of all Limited Partners, unless a greater
or different percentage is required with respect to such action under the
provisions of this Agreement, in which case the act of the Limited Partners
holding Outstanding Units that in the aggregate represent at least such greater
or different percentage shall be required. The Limited Partners present at a
duly called or held meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Limited Partners to leave less than a quorum, if any action taken (other than
adjournment) is approved by the required percentage of Outstanding Units
specified in this Agreement (including Outstanding Units deemed owned by the
General Partner). In the absence of a quorum any meeting of Limited Partners may
be adjourned from time to time by the affirmative vote of holders of at least a
majority of the Outstanding Units entitled to vote at such meeting (including
Outstanding Units deemed owned by the General Partner) represented either in
person or by proxy, but no other business may be transacted, except as provided
in Section 13.7.

Section 13.10 Conduct of a Meeting.

      The General Partner shall have full power and authority concerning the
manner of conducting any meeting of the Limited Partners or solicitation of
approvals in writing, including the determination of Persons entitled to vote,
the existence of a quorum, the satisfaction of the requirements of Section 13.4,
the conduct of voting, the validity and effect of any proxies and the
determination of any controversies, votes or challenges arising in connection
with or during the meeting or voting. The General Partner shall designate a
Person to serve as chairman of any meeting and shall further designate a Person
to take the minutes of any meeting. All minutes shall be kept with the records
of the Partnership maintained by the General Partner. The General Partner may
make such other regulations consistent with applicable law and this Agreement as
it may deem advisable concerning the conduct of any meeting of the Limited
Partners or solicitation of approvals in writing, including regulations in
regard to the appointment of proxies,

                                       88


the appointment and duties of inspectors of votes and approvals, the submission
and examination of proxies and other evidence of the right to vote, and the
revocation of approvals in writing.

Section 13.11 Action Without a Meeting.

      If authorized by the General Partner, any action that may be taken at a
meeting of the Limited Partners may be taken without a meeting if an approval in
writing setting forth the action so taken is signed by Limited Partners owning
not less than the minimum percentage of the Outstanding Units (including Units
deemed owned by the General Partner) that would be necessary to authorize or
take such action at a meeting at which all the Limited Partners were present and
voted (unless such provision conflicts with any rule, regulation, guideline or
requirement of any National Securities Exchange on which the Units are listed
for trading, in which case the rule, regulation, guideline or requirement of
such exchange shall govern). Prompt notice of the taking of action without a
meeting shall be given to the Limited Partners who have not approved in writing.
The General Partner may specify that any written ballot submitted to Limited
Partners for the purpose of taking any action without a meeting shall be
returned to the Partnership within the time period, which shall be not less than
20 days, specified by the General Partner. If a ballot returned to the
Partnership does not vote all of the Units held by the Limited Partners, the
Partnership shall be deemed to have failed to receive a ballot for the Units
that were not voted. If approval of the taking of any action by the Limited
Partners is solicited by any Person other than by or on behalf of the General
Partner, the written approvals shall have no force and effect unless and until
(a) they are deposited with the Partnership in care of the General Partner, (b)
approvals sufficient to take the action proposed are dated as of a date not more
than 90 days prior to the date sufficient approvals are deposited with the
Partnership and (c) an Opinion of Counsel is delivered to the General Partner to
the effect that the exercise of such right and the action proposed to be taken
with respect to any particular matter (i) will not cause the Limited Partners to
be deemed to be taking part in the management and control of the business and
affairs of the Partnership so as to jeopardize the Limited Partners' limited
liability, and (ii) is otherwise permissible under the state statutes then
governing the rights, duties and liabilities of the Partnership and the
Partners.

Section 13.12 Right to Vote and Related Matters.

      (a) Only those Record Holders of the Units on the Record Date set pursuant
to Section 13.6 (and also subject to the limitations contained in the definition
of "Outstanding") shall be entitled to notice of, and to vote at, a meeting of
Limited Partners or to act with respect to matters as to which the holders of
the 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 be references to the votes or acts of the Record Holders of
such Outstanding Units.

      (b) With respect to Units that are held for a Person's account by another
Person (such as a broker, dealer, bank, trust company or clearing corporation,
or an agent of any of the foregoing), in whose name such Units are registered,
such other Person shall, in exercising the voting rights in respect of such
Units on any matter, and unless the arrangement between such Persons provides
otherwise, vote such Units in favor of, and at the direction of, the Person who
is the beneficial owner, and the Partnership shall be entitled to assume it is
so acting without

                                       89


further inquiry. The provisions of this Section 13.12(b) (as well as all other
provisions of this Agreement) are subject to the provisions of Section 4.3.

                                  ARTICLE XIV

                                     MERGER

Section 14.1 Authority.

      The Partnership may merge or consolidate with one or more corporations,
limited liability companies, business trusts or associations, real estate
investment trusts, common law trusts or unincorporated businesses, including a
general partnership or limited partnership, formed under the laws of the State
of Delaware or any other state of the United States of America, pursuant to a
written agreement of merger or consolidation ("Merger Agreement") in accordance
with this Article XIV.

Section 14.2 Procedure for Merger or Consolidation.

Merger or consolidation of the Partnership pursuant to this Article XIV requires
the prior consent of the General Partner; provided, however, that the General
Partner shall have no duty or obligation to consent to any merger or
consolidation of the Partnership and may decline to do so free of any fiduciary
duty or obligation whatsoever to the Partnership, any Limited Partner or
Assignee and, in declining to consent to a merger or consolidation, shall not be
required to act in good faith or pursuant to any other standard imposed by this
Agreement, any Group Member Agreement, any other agreement contemplated hereby
or under the Delaware Act or any other law, rule or regulation

      If the General Partner shall determine to consent to the merger or
consolidation, the General Partner shall approve the Merger Agreement, which
shall set forth:

      (a) the names and jurisdictions of formation or organization of each of
the business entities proposing to merge or consolidate;

      (b) the name and jurisdiction of formation or organization of the business
entity that is to survive the proposed merger or consolidation (the "Surviving
Business Entity");

      (c) the terms and conditions of the proposed merger or consolidation;

      (d) the manner and basis of exchanging or converting the equity securities
of each constituent business entity for, or into, cash, property or general or
limited partner interests, rights, securities or obligations of the Surviving
Business Entity; and (i) if any general or limited partner interests, securities
or rights of any constituent business entity are not to be exchanged or
converted solely for, or into, cash, property or general or limited partner
interests, rights, securities or obligations of the Surviving Business Entity,
the cash, property or general or limited partner interests, rights, securities
or obligations of any limited partnership, corporation, trust or other entity
(other than the Surviving Business Entity) which the holders of such general or
limited partner interests, securities or rights are to receive in exchange for,
or upon conversion of their general or limited partner interests, securities or
rights, and (ii) in the case of securities

                                       90


represented by certificates, upon the surrender of such certificates, which
cash, property or general or limited partner interests, rights, securities or
obligations of the Surviving Business Entity or any general or limited
partnership, corporation, trust or other entity (other than the Surviving
Business Entity), or evidences thereof, are to be delivered;

      (e) a statement of any changes in the constituent documents or the
adoption of new constituent documents (the articles or certificate of
incorporation, articles of trust, declaration of trust, certificate or agreement
of limited partnership or other similar charter or governing document) of the
Surviving Business Entity to be effected by such merger or consolidation;

      (f) the effective time of the merger, which may be the date of the filing
of the certificate of merger pursuant to Section 14.4 or a later date specified
in or determinable in accordance with the Merger Agreement (provided, that if
the effective time of the merger is to be later than the date of the filing of
the certificate of merger, the effective time shall be fixed no later than the
time of the filing of the certificate of merger and stated therein); and

      (g) such other provisions with respect to the proposed merger or
consolidation that the General Partner determines to be necessary or
appropriate.

Section 14.3 Approval by Limited Partners of Merger or Consolidation.

      (a) Except as provided in Section 14.3(d), the General Partner, upon its
approval of the Merger Agreement, shall direct that the Merger Agreement be
submitted to a vote of Limited Partners, whether at a special meeting or by
written consent, in either case in accordance with the requirements of Article
XIII. A copy or a summary of the Merger Agreement shall be included in or
enclosed with the notice of a special meeting or the written consent.

      (b) Except as provided in Section 14.3(d), the Merger Agreement shall be
approved upon receiving the affirmative vote or consent of the holders of a Unit
Majority unless the Merger Agreement contains any provision that, if contained
in an amendment to this Agreement, the provisions of this Agreement or the
Delaware Act would require for its approval the vote or consent of a greater
percentage of the Outstanding Units or of any class of Limited Partners, in
which case such greater percentage vote or consent shall be required for
approval of the Merger Agreement.

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

      (d) Notwithstanding anything else contained in this Article XIV or in this
Agreement, the General Partner is permitted, without Limited Partner approval,
to convert the Partnership or any Group Member into a new limited liability
entity, merge the Partnership or any Group Member into, or convey all of the
Partnership's assets to, another limited liability entity which shall be newly
formed and shall have no assets, liabilities or operations at the time of such
Merger other than those it receives from the Partnership or other Group Member
if (i) the General Partner has received an Opinion of Counsel that the
conversion, merger or conveyance, as the case may be, would not result in the
loss of the limited liability of any Limited Partner or any Group Member

                                       91


or cause the Partnership or any Group Member to be treated as an association
taxable as a corporation or otherwise to be taxed as an entity for federal
income tax purposes (to the extent not previously treated as such), (ii) the
sole purpose of such conversion, merger or conveyance is to effect a mere change
in the legal form of the Partnership into another limited liability entity and
(iii) the governing instruments of the new entity provide the Limited Partners
and the General Partner with the same rights and obligations as are herein
contained.

Section 14.4 Certificate of Merger.

      Upon the required approval by the General Partner and the Unitholders of a
Merger Agreement, a certificate of merger shall be executed and filed with the
Secretary of State of the State of Delaware in conformity with the requirements
of the Delaware Act.

Section 14.5 Effect of Merger.

      (a) At the effective time of the certificate of merger:

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

            (ii)  the title to any real property vested by deed or otherwise in
      any of those constituent business entities shall not revert and is not in
      any way impaired because of the merger or consolidation;

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

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

      (b) A merger or consolidation effected pursuant to this Article shall not
be deemed to result in a transfer or assignment of assets or liabilities from
one entity to another.

                                   ARTICLE XV

                   RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1 Right to Acquire Limited Partner Interests.

      (a) Notwithstanding any other provision of this Agreement, if at any time
the General Partner and its Affiliates hold more than 80% of the total Limited
Partner Interests of any class then Outstanding, the General Partner shall then
have the right, which right it may assign and transfer in whole or in part to
the Partnership or any Affiliate of the General Partner, exercisable

                                       92


at its option, to purchase all, but not less than all, of such Limited Partner
Interests of such class then Outstanding held by Persons other than the General
Partner and its Affiliates, at the greater of (x) the Current Market Price as of
the date three days prior to the date that the notice described in Section
15.1(b) is mailed and (y) the highest price paid by the General Partner or any
of its Affiliates for any such Limited Partner Interest of such class purchased
during the 90-day period preceding the date that the notice described in Section
15.1(b) is mailed. As used in this Agreement, (i) "Current Market Price" as of
any date of any class of Limited Partner Interests means the average of the
daily Closing Prices (as hereinafter defined) per Limited Partner Interest of
such class for the 20 consecutive Trading Days (as hereinafter defined)
immediately prior to such date; (ii) "Closing Price" for any day means the last
sale price on such day, regular way, or in case no such sale takes place on such
day, the average of the closing bid and asked prices on such day, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted for trading on the
principal National Securities Exchange (other than the Nasdaq Stock Market) on
which such Limited Partner Interests of such class are listed or admitted to
trading or, if such Limited Partner Interests of such class are not listed or
admitted to trading on any National Securities Exchange (other than the Nasdaq
Stock Market), the last quoted price on such day or, if not so quoted, the
average of the high bid and low asked prices on such day in the over-the-counter
market, as reported by the Nasdaq Stock Market or such other system then in use,
or, if on any such day such Limited Partner Interests of such class are not
quoted by any such organization, the average of the closing bid and asked prices
on such day as furnished by a professional market maker making a market in such
Limited Partner Interests of such class selected by the General Partner, or if
on any such day no market maker is making a market in such Limited Partner
Interests of such class, the fair value of such Limited Partner Interests on
such day as determined by the General Partner; and (iii) "Trading Day" means a
day on which the principal National Securities Exchange on which such Limited
Partner Interests of any class are listed or admitted to trading is open for the
transaction of business or, if Limited Partner Interests of a class are not
listed or admitted to trading on any National Securities Exchange, a day on
which banking institutions in New York City generally are open.

      (b) If the General Partner, any Affiliate of the General Partner or the
Partnership elects to exercise the right to purchase Limited Partner Interests
granted pursuant to Section 15.1(a), the General Partner shall deliver to the
Transfer Agent notice of such election to purchase (the "Notice of Election to
Purchase") and shall cause the Transfer Agent to mail a copy of such Notice of
Election to Purchase to the Record Holders of Limited Partner Interests of such
class (as of a Record Date selected by the General Partner) at least 10, but not
more than 60, days prior to the Purchase Date. Such Notice of Election to
Purchase shall also be published for a period of at least three consecutive days
in at least two daily newspapers of general circulation printed in the English
language and published in the Borough of Manhattan, New York. The Notice of
Election to Purchase shall specify the Purchase Date and the price (determined
in accordance with Section 15.1(a)) at which Limited Partner Interests will be
purchased and state that the General Partner, its Affiliate or the Partnership,
as the case may be, elects to purchase such Limited Partner Interests, upon
surrender of Certificates representing such Limited Partner Interests in
exchange for payment, at such office or offices of the Transfer Agent as the
Transfer Agent may specify, or as may be required by any National Securities
Exchange on which such Limited Partner Interests are listed or admitted to
trading. Any such Notice of Election to Purchase mailed to a Record Holder of
Limited Partner Interests at his address as reflected in the

                                       93


records of the Transfer Agent shall be conclusively presumed to have been given
regardless of whether the owner receives such notice. On or prior to the
Purchase Date, the General Partner, its Affiliate or the Partnership, as the
case may be, shall deposit with the Transfer Agent cash in an amount sufficient
to pay the aggregate purchase price of all of such Limited Partner Interests to
be purchased in accordance with this Section 15.1. If the Notice of Election to
Purchase shall have been duly given as aforesaid at least 10 days prior to the
Purchase Date, and if on or prior to the Purchase Date the deposit described in
the preceding sentence has been made for the benefit of the holders of Limited
Partner Interests subject to purchase as provided herein, then from and after
the Purchase Date, notwithstanding that any Certificate shall not have been
surrendered for purchase, all rights of the holders of such Limited Partner
Interests (including any rights pursuant to Articles IV, V, VI, and XII) shall
thereupon cease, except the right to receive the purchase price (determined in
accordance with Section 15.1(a)) for Limited Partner Interests therefor, without
interest, upon surrender to the Transfer Agent of the Certificates representing
such Limited Partner Interests, and such Limited Partner Interests shall
thereupon be deemed to be transferred to the General Partner, its Affiliate or
the Partnership, as the case may be, on the record books of the Transfer Agent
and the Partnership, and the General Partner or any Affiliate of the General
Partner, or the Partnership, as the case may be, shall be deemed to be the owner
of all such Limited Partner Interests from and after the Purchase Date and shall
have all rights as the owner of such Limited Partner Interests (including all
rights as owner of such Limited Partner Interests pursuant to Articles IV, V, VI
and XII).

      (c) At any time from and after the Purchase Date, a holder of an
Outstanding Limited Partner Interest subject to purchase as provided in this
Section 15.1 may surrender his Certificate evidencing such Limited Partner
Interest to the Transfer Agent in exchange for payment of the amount described
in Section 15.1(a), therefor, without interest thereon.

                                  ARTICLE XVI

                               GENERAL PROVISIONS

Section 16.1 Addresses and Notices.

      Any notice, demand, request, report or proxy materials required or
permitted to be given or made to a Partner or Assignee under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class United States mail or by other means of written
communication to the Partner or Assignee at the address described below. Any
notice, payment or report to be given or made to a Partner or Assignee hereunder
shall be deemed conclusively to have been given or made, and the obligation to
give such notice or report or to make such payment shall be deemed conclusively
to have been fully satisfied, upon sending of such notice, payment or report to
the Record Holder of such Partnership Securities at his address as shown on the
records of the Transfer Agent or as otherwise shown on the records of the
Partnership, regardless of any claim of any Person who may have an interest in
such Partnership Securities by reason of any assignment or otherwise. An
affidavit or certificate of making of any notice, payment or report in
accordance with the provisions of this Section 16.1 executed by the General
Partner, the Transfer Agent or the mailing organization shall be prima facie
evidence of the giving or making of such notice, payment or report. If any
notice, payment or report addressed to a Record Holder at the address of such
Record Holder appearing on the

                                       94


books and records of the Transfer Agent or the Partnership is returned by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver it, such notice, payment or report and any
subsequent notices, payments and reports shall be deemed to have been duly given
or made without further mailing (until such time as such Record Holder or
another Person notifies the Transfer Agent or the Partnership of a change in his
address) if they are available for the Partner or Assignee at the principal
office of the Partnership for a period of one year from the date of the giving
or making of such notice, payment or report to the other Partners and Assignees.
Any notice to the Partnership shall be deemed given if received by the General
Partner at the principal office of the Partnership designated pursuant to
Section 2.3. The General Partner may rely and shall be protected in relying on
any notice or other document from a Partner, Assignee 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 be necessary or
appropriate to achieve the purposes of this Agreement.

Section 16.3 Binding Effect.

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

Section 16.4 Integration.

      This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.

Section 16.5 Creditors.

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

Section 16.6 Waiver.

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

Section 16.7 Counterparts.

      This Agreement may be executed in counterparts, all of which together
shall constitute an agreement binding on all the parties hereto, notwithstanding
that all such parties are not signatories to the original or the same
counterpart. Each party shall become bound by this Agreement immediately upon
affixing its signature hereto or, in the case of a Person acquiring a

                                       95


Unit, upon accepting the certificate evidencing such Unit or executing and
delivering a Transfer Application as herein described, independently of the
signature of any other party.

Section 16.8 Applicable Law.

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

Section 16.9 Invalidity of Provisions.

      If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

Section 16.10 Consent of Partners.

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

                                       96


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                  GENERAL PARTNER:

                                  SUNOCO PARTNERS LLC

                                  By:    /s/
                                     -------------------------------------------
                                     Name: Bruce D. Davis, Jr.
                                     Title: V.P., General Counsel and Secretary

                                  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.

                                  SUNOCO PARTNERS LLC

                                  By:    /s/
                                     -------------------------------------------
                                     Name: Bruce D. Davis, Jr.
                                     Title: V.P., General Counsel and Secretary

                                       97


                                    EXHIBIT A
                            TO THE SECOND AMENDED AND
                  RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                         SUNOCO LOGISTICS PARTNERS L.P.
                       CERTIFICATE EVIDENCING COMMON UNITS
                    REPRESENTING LIMITED PARTNER INTERESTS IN
                         SUNOCO LOGISTICS PARTNERS L.P.

No. __________                                           __________ Common Units

      In accordance with Section 4.1 of the Second Amended and Restated
Agreement of Limited Partnership of Sunoco Logistics Partners L.P., as amended,
supplemented or restated from time to time (the "Partnership Agreement"), Sunoco
Logistics Partners L.P., a Delaware limited partnership (the "Partnership"),
hereby certifies that ___________________ (the "Holder") is the registered owner
of Common Units representing limited partner interests in the Partnership (the
"Common Units") transferable on the books of the Partnership, in person or by
duly authorized attorney, upon surrender of this Certificate properly endorsed
and accompanied by a properly executed application for transfer of the Common
Units represented by this Certificate. The rights, preferences and limitations
of the Common Units are set forth in, and this Certificate and the Common Units
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Partnership Agreement. Copies of the Partnership
Agreement are on file at, and will be furnished without charge on delivery of
written request to the Partnership at, the principal office of the Partnership
located at 1801 Market Street, Philadelphia, Pennsylvania 19103. Capitalized
terms used herein but not defined shall have the meanings given them in the
Partnership Agreement.

      The Holder, by accepting this Certificate, is deemed to have (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement, (ii)
represented and warranted that the Holder has all right, power and authority
and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (iii) granted the powers of attorney provided for in the Partnership
Agreement and (iv) made the waivers and given the consents and approvals
contained in the Partnership Agreement.

      This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar.

Dated:__________                     Sunoco Logistics Partners L.P.

Countersigned and Registered by:     By: Sunoco Partners LLC, its General
                                         Partner

____________________                 By: _______________________________________
as Transfer Agent and Registrar      Name:______________________________________

By:__________________________        By: _______________________________________
      Authorized Signature               Secretary

                                       1


                            [REVERSE OF CERTIFICATE]

                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as follows according to applicable laws or
regulations:

TEN COM - as tenants in common              UNIF GIFT/TRANSFERS MIN ACT
TEN ENT - as tenants by the entireties      ________ Custodian _________
                                            (Cust)               (Minor)
JT TEN -  as joint tenants with right of    under Uniform Gifts/Transfers to CD
          survivorship and not as           Minors Act (State)
          tenants in common

        Additional abbreviations, though not in the above list, may also
                                    be used.

                           ASSIGNMENT OF COMMON UNITS
                                       IN
                         SUNOCO LOGISTICS PARTNERS L.P.
              IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
                          DUE TO TAX SHELTER STATUS OF
                         SUNOCO LOGISTICS PARTNERS L.P.

      You have acquired an interest in Sunoco Logistics Partners L.P., 1801
Market Street, Philadelphia, Pennsylvania 19103, whose taxpayer identification
number is 23-3096839. The Internal Revenue Service has issued Sunoco Logistics
Partners L.P. the following tax shelter registration number: __________________.

      YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE
IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY
INCOME BY REASON OF YOUR INVESTMENT IN SUNOCO LOGISTICS PARTNERS L.P.

      You must report the registration number as well as the name and taxpayer
identification number of Sunoco Logistics Partners L.P. on Form 8271. FORM 8271
MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT OR
OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN SUNOCO
LOGISTICS PARTNERS L.P.

      If you transfer your interest in Sunoco Logistics Partners L.P. to another
person, you are required by the Internal Revenue Service to keep a list
containing (a) that person's name, address and taxpayer identification number,
(b) the date on which you transferred the interest and (c) the name, address and
tax shelter registration number of Sunoco Logistics Partners L.P. If you do not
want to keep such a list, you must (1) send the information specified above to
the Partnership, which will keep the list for this tax shelter, and (2) give a
copy of this notice to the person to whom you transfer your interest. Your
failure to comply with any of the above-described responsibilities could result
in the imposition of a penalty under Section 6707(b) or

                                       2


6708(a) of the Internal Revenue Code of 1986, as amended, unless such failure is
shown to be due to reasonable cause.

      ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT
OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE
INTERNAL REVENUE SERVICE.

      FOR VALUE RECEIVED, __________ hereby assigns, conveys, sells and
transfers unto
________________________________     ___________________________________________
(Please print or typewrite name      (Please insert Social Security or other
and address of Assignee)             identifying number of Assignee)

__________ Common Units representing limited partner interests evidenced by this
Certificate, subject to the Partnership Agreement, and does hereby irrevocably
constitute and appoint __________ as its attorney-in-fact with full power of
substitution to transfer the same on the books of Sunoco Logistics Partners L.P.

Date:_____________                   NOTE:  The signature to any endorsement
                                            hereon must correspond with the
                                            name as written upon the face of
                                            this Certificate in every
                                            particular, without alteration,
                                            enlargement or change.

SIGNATURE(S) MUST BE                        ________________________________
GUARANTEED BY A MEMBER                      (Signature)
FIRM OF THE NATIONAL
ASSOCIATION OF
SECURITIES DEALERS, INC.
OR BY A COMMERCIAL BANK
OR TRUST COMPANY                            ________________________________
SIGNATURE(S) GUARANTEED                     (Signature)

__________________________

      No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to
be transferred is surrendered for registration or transfer and an Application
for Transfer of Common Units has been executed by a transferee either (a) on the
form set forth below or (b) on a separate application that the Partnership will
furnish on request without charge. A transferor of the Common Units shall have
no duty to the transferee with respect to execution of the transfer application
in order for such transferee to obtain registration of the transfer of the
Common Units.

                                       3


                    APPLICATION FOR TRANSFER OF COMMON UNITS

      The undersigned ("Assignee") hereby applies for transfer to the name of
the Assignee of the Common Units evidenced hereby.

      The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P. (the
"Partnership"), as amended, supplemented or restated to the date hereof (the
"Partnership Agreement"), (b) represents and warrants that the Assignee has all
right, power and authority and, if an individual, the capacity necessary to
enter into the Partnership Agreement, (c) appoints the General Partner of the
Partnership and, if a Liquidator shall be appointed, the Liquidator of the
Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge
and file any document, including, without limitation, the Partnership Agreement
and any amendment thereto and the Certificate of Limited Partnership of the
Partnership and any amendment thereto, necessary or appropriate for the
Assignee's admission as a Substituted Limited Partner and as a party to the
Partnership Agreement, (d) gives the powers of attorney provided for in the
Partnership Agreement, and (e) makes the waivers and gives the consents and
approvals contained in the Partnership Agreement. Capitalized terms not defined
herein have the meanings assigned to such terms in the Partnership Agreement.

Date:_______________________

__________________________________       _______________________________________
Social Security or other                           Signature of Assignee
identifying number

__________________________________       _______________________________________
Purchase Price including                       Name and Address of Assignee
commissions, if any

Type of Entity (check one):

      [ ]   Individual            [ ]    Partnership         [ ]    Corporation

      [ ]   Trust                 [ ]    Other (specify)

Nationality (check one):

      [ ]   U.S. Citizen, Resident or Domestic Entity

      [ ]   Foreign Corporation   [ ]    Non-resident Alien

      If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.

      Under Section 1445(e) of the Internal Revenue Code of 1986, as amended
(the "Code"), the Partnership must withhold tax with respect to certain
transfers of property if a holder of an interest in the Partnership is a foreign
person. To inform the Partnership that no withholding is

                                       4


required with respect to the undersigned interestholder's interest in it, the
undersigned hereby certifies the following (or, if applicable, certifies the
following on behalf of the interestholder).

Complete Either A or B:

A.    Individual Interestholder

      1.    I am not a non-resident alien for purposes of U.S. income taxation.

      2.    My U.S. taxpayer identification number (Social Security Number) is
            __________.

      3.    My home address is ____________________________________.

B.    Partnership, Corporation or Other Interestholder

      1.    ________________ is not a foreign corporation, foreign partnership,
            foreign trust (Name of Interestholder) or foreign estate (as those
            terms are defined in the Code and Treasury Regulations).

      2.    The interestholder's U.S. employer identification number is
            ___________.

      3.    The interestholder's office address and place of incorporation (if
            applicable) is ___________.

      The interestholder agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.

      The interestholder understands that this certificate may be disclosed to
the Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.

      Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete and, if applicable, I further declare that I have authority to sign
this document on behalf of:

                        ________________________________
                             Name of Interestholder
                        ________________________________
                               Signature and Date
                        ________________________________
                              Title (if applicable)

      Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker,

                                       5


dealer, bank, trust company, clearing corporation, other nominee owner or an
agent of any of the foregoing, the above certification as to any person for whom
the Assignee will hold the Common Units shall be made to the best of the
Assignee's knowledge.

                                       6

                                                                    EXHIBIT 12.1

         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                   (UNAUDITED)

                         Sunoco Logistics Partners L.P.




                                                                                          SIX MONTHS
                                                                                          ENDED JUNE
                                                                                            30,2004
                                                                                          ----------
                                                                                       
       Fixed Charges:
         Interest cost and debt expense                                                   $  10,170
         Interest allocable to rental expense (a)                                               759
                                                                                          ---------
            Total                                                                         $  10,929
                                                                                          =========
       Earnings:
         Income before income tax expense                                                 $  31,081
         Equity in income of less than 50 percent owner affiliated
         companies (b)                                                                       (6,625)
         Dividends received from less than 50 percent owned affiliated
         companies (b)                                                                        6,461
         Fixed charges                                                                       10,929
         Interest capitalized                                                                    --
         Amortization of previously capitalized Interest                                         71
                                                                                          ---------
         Total                                                                            $  41,917
                                                                                          =========
       Ratio of Earnings to Fixed Charges                                                      3.84
                                                                                          =========


(a)   Represents one-third of the total operating lease rental expense which is
      that portion deemed to be interest.

(b)   Reflects amounts attributable to interests in the following corporate
      joint ventures accounted for under the equity method: 9.4 percent in
      Explorer Pipeline Company, 31.5 percent in Wolverine Pipe Line Company,
      12.3 percent in West Shore Pipe Line Company, 14.0 percent in Yellowstone
      Pipe Line Company, and 43.8 percent in West Texas Gulf Pipe Line Company.

                                                                    EXHIBIT 31.1

                                  CERTIFICATION
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

    I, Deborah M. Fretz, President and Chief Executive Officer of Sunoco
Partners LLC, the general partner of the registrant Sunoco Logistics Partners
L.P., hereby certify that:

    1.   I have reviewed this Quarterly Report on Form 10-Q (for the quarter
         ended June 30, 2004) of Sunoco Logistics Partners L.P.;

    2.   Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

    4.   The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a)   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under
              our supervision, to ensure that material information relating to
              the registrant, including its consolidated subsidiaries, is made
              known to us by others within those entities, particularly during
              the period in which this report is being prepared;

         b)   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         c)   Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting;

    5.   The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)   All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial





              reporting which are reasonably likely to adversely affect the
              registrant's ability to record, process, summarize and report
              financial information; and

         b)   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls over financial reporting.

DATE: AUGUST 5, 2004

                                   /s/ DEBORAH M. FRETZ
                                   ------------------------
                                   Name:  Deborah M. Fretz
                                   Title: President and Chief Executive Officer

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

    I, Colin A. Oerton, Vice President and Chief Financial Officer of Sunoco
Partners LLC, the general partner of the registrant Sunoco Logistics Partners
L.P., hereby certify that:

    1. I have reviewed this Quarterly Report on Form 10-Q (for the quarter ended
       June 30, 2004) of Sunoco Logistics Partners L.P.;

    2. Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the period presented in this report;

    4. The registrant's other certifying officer(s) and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

       a)  Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this report is being prepared;

       b)  Evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures, as of the
           end of the period covered by this report based on such evaluation;
           and

       c)  Disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter (the registrant's fourth
           fiscal quarter in the case of an annual report) that has materially
           affected, or is reasonably likely to materially affect, the
           registrant's internal control over financial reporting;

    5. The registrant's other certifying officer(s) and I have disclosed, based
       on our most recent evaluation of internal control over financial
       reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
       functions):

       a)  All significant deficiencies and material weaknesses in the design or
           operation of internal control over financial




           reporting which are reasonably likely to adversely affect the
           registrant's ability to record, process, summarize and report
           financial information; and

       b)  Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls over financial reporting.

Date: August 5, 2004

                               /s/ COLIN A. OERTON
                               ----------------------
                               Name:  Colin A. Oerton
                               Title: Vice President and Chief Financial Officer

                                                                      EXHIBIT 32

                                  CERTIFICATION

           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    We, the undersigned Deborah M. Fretz and Colin A. Oerton, being,
respectively, the President and Chief Executive Officer and the Vice President
and Chief Financial Officer, of Sunoco Partners LLC, the general partner of the
registrant Sunoco Logistics Partners L.P., do each hereby certify that the
registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the period report
fairly presents, in all material respects, the financial condition and results
of operations of Sunoco Logistics Partners L.P.

Date: August 5, 2004

                             /s/ DEBORAH M. FRETZ
                             --------------------
                             Name:  Deborah M. Fretz
                             Title: President and Chief Executive Officer

                             /s/ COLIN A. OERTON
                             -------------------
                             Name:  Colin A. Oerton
                             Title: Vice President and Chief Financial Officer