Common use of Establishment of Class B Common Units Clause in Contracts

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the General Partner hereby designates and creates a class of Units to be designated as “Class B Common Units” and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 and elsewhere in this Agreement. The General Partner shall be authorized to issue one or more series of Class B Common Units and the terms of this Section 5.4 shall govern each series of Class B Common Units. The reference in this Agreement to Class B Common Units shall include each series of Class B Common Units. (b) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions and allocations of income, gain, loss or deductions. (c) Each series of Class B Common Units held by a holder shall automatically convert into regular Common Units (with no further action required by such holder) when the amount of the Capital Account allocable to each Class B Common Unit within a series of Class B Common Units held by such holder is equal to the amount of the Capital Account allocable to each regular Common Unit (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common Units. (d) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Class B Common Units shall notify the General Partner prior to any transfer of Class B Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the General Partner hereby designates and creates a class of Units to be designated as “Class B Common Units” and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 and elsewhere in this Agreement. The General Partner shall be authorized to issue one or more series of Class B Common Units and the terms of this Section 5.4 shall govern each series of Class B Common Units. The reference in this Agreement to Class B Common Units shall include each series of Class B Common Units. (b) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions and allocations of income, gain, loss or deductions. (c) Each series of Class B Common Units held by a holder shall automatically convert into regular Common Units (with no further action required by such holder) when the amount of the Capital Account allocable to each Class B Common Unit within a series of Class B Common Units held by such holder is equal to the amount of the Capital Account allocable to each regular Common Unit (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common Units. (d) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Class B Common Units shall notify the General Partner prior to any transfer of Class B Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxxmark-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the General Partner There is hereby designates and creates created a class series of Units to be designated as “Class B Common Units,” and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 and elsewhere in this Agreement. The General Partner shall be authorized to issue one or more series consisting of Class B Common Units and having the following terms and conditions: (i) Subject to the provisions of Section 6.1(d)(iii)(A), all allocations of items of Partnership income, gain, loss, deduction and credit under Section 6.1 shall be allocated to the Class B Common Units on a basis that is pro rata with the Common Units, so that the amount thereof allocated to each Common Unit will equal the amount thereof allocated to each Class B Common Unit; (ii) Except as provided in paragraph (f) of this Section 5.4 shall govern each series of Class B Common Units. The reference in this Agreement to 5.12, the Class B Common Units shall include have the right to share in partnership distributions on a pro rata basis with the Common Units, so that the amount of any Partnership distribution to each series Common Unit will equal the amount of such distribution to each Class B Common Unit; (iii) The Class B Common Units shall have rights upon dissolution and liquidation of the Partnership, including the right to share in any liquidating distributions, that are pro rata with the Common Units, so that the amount of any liquidating distribution to each Common Unit will equal the amount of such distribution to each Class B Common Unit; (iv) The Class B Common Units will not have the privilege of conversion except as provided in paragraphs (c) or (d) of this Section 5.12; (v) The Class B Common Units will have voting rights that are identical to the voting rights of the Common Units and will vote with the Common Units as a single class, so that each Class B Common Unit will be entitled to one vote on each matter with respect to which each Common Unit is entitled to vote, and shall not be deemed outstanding for purposes of determining a quorum, with respect to matters in which the requisite vote is determined by New York Stock Exchange rules or New York Stock Exchange staff interpretations of such rules for listing of the Common Units; each reference in the Partnership Agreement to a vote of holders of Common Units shall be deemed to be a reference to the holders of Common Units and Class B Common Units; (vi) The Class B Common Units will be evidenced by certificates in such form as the General Partner may approve and, subject to the satisfaction of any applicable legal and regulatory requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; the General Partner will act as registrar and transfer agent for the Class B Common Units; and (vii) Except as otherwise provided in the Partnership Agreement and unless the context otherwise requires, for purposes of allocations referred to in paragraph (a)(i), the right to share in Partnership distributions referred to in paragraph (a)(ii), rights upon dissolution and liquidation referred to in paragraph (a)(iii), and voting rights referred to in paragraph (a)(v), and for all other purposes, the Class B Common Units and the Common Units shall be considered as a single class of Units, each Class B Common Unit shall be treated in a manner that is identical, in all respects, to each Common Unit, and each reference in the Partnership Agreement to Common Units shall also be deemed to be a reference to Class B Common Units. (b) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and The Partnership issued the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions and allocations of income, gain, loss or deductions. (c) Each series of Class B Common Units held by a holder shall automatically convert into regular Common Units (with no further action required by to Plains Resources Inc., and Plains Resources Inc. purchased such holder) when the amount of the Capital Account allocable to each Class B Common Unit within a series of Class B Common Units held by for $25,000,000 in cash; upon receipt of such holder is equal purchase price the Partnership issued a certificate to the amount of the Capital Account allocable to each regular Common Unit (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for Plains Resources Inc. representing such Class B Common Units. (dc) Prior At any time after six months from May 28, 1999, upon written notice to their conversion into regular Common Unitsthe General Partner, any holder of Class B Common Units may only be transferred in private transactions that allow will have the right to require the Partnership to track use its reasonable best efforts to submit to a vote or consent of the transfer holders of Partnership Securities the approval of a change in the terms of the Class B Common Units to provide that each Class B Common Unit is convertible into one Common Unit at the option of the holder of such Class B Common UnitsUnit, such conversion option to be exercisable by any holder of Class B Common Units in whole or in part at any time and from time to time. The vote or consent required for such change will be the requisite vote required, under New York Stock Exchange rules or New York Stock Exchange staff interpretations of such rules, for listing of the Common Units that would be issued upon any such conversion. Upon receipt of the required vote or consent, the terms of the Class B Common Units will be changed so that they become convertible as described above. (d) Before any holder of Class B Common Units shall notify the General Partner prior be entitled to any transfer of Class B Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of convert such holder’s Class B Common Units and the holders of Class C into Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to , he shall surrender the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit Certificates therefor, duly endorsed, at the office of the General Partner or a Class C Common Unit prior to of any transfer agent for the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such time the Partnership makes liquidating distributions office to its Partners, notwithstanding Section 12.4(c), a such holder of Class B Common Units one or Class C more Common Unit Certificates, registered in the name of such holder, for the number of Common Units to which he shall not be entitled as aforesaid. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common Units to be converted, and the person entitled to receive liquidating the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (e) If at any time the rules of the New York Stock Exchange or the New York Stock Exchange staff interpretations of such rules are changed so that no vote or consent of holders of Partnership Securities is required as a condition to the listing of the Common Units that would be issued upon such conversion, the terms of the Class B Common Units will be changed so that each Class B Common Unit is convertible (without any vote of any securityholders of the Partnership) into one Common Unit at the option of the holder thereof, such conversion option to be exercisable by any holder of Class B Common Units in whole or in part at any time and from time to time. (f) In the event that (i) any holder of Class B Common Units requires the Partnership to submit to a vote or consent of its holders of Partnership Securities the approval of a change in the terms of the Class B Common Units to provide that they are convertible as provided in Section 5.12(c) above, and (ii) the holders of Partnership Securities do not approve such change by the requisite vote within 120 days after the notice given pursuant to Section 5.12(c), then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in excess an amount equal to 110% of the quarterly cash distribution amount payable with respect to each Common Unit; provided, further, that if the holders of Partnership Securities do not approve such change by the requisite vote within 210 days after the notice given pursuant to Section 5.12(c), each Class B Common Unit will become entitled to receive quarterly cash distributions equal to 115% of the quarterly cash distribution payable with respect to each Common Unit. Notwithstanding the foregoing, in no such case shall any holder of Class B Common Units have the right to convert its Capital Account allocable Class B Common Units unless such holder and its affiliates voted their Partnership Securities for approval of the change requested in Section 5.12(c) (if and to the extent that such Common UnitsPartnership Securities were entitled to be voted).

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the The Predecessor General Partner hereby designates has designated and creates created a class series of Units to be designated as “Class B Common Units” and fixes consisting of a total of 15,661,848 Class B Common Units, and fixed the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 5.12. (b) Each Class B Common Unit shall be convertible from time to time, in whole or in part, at the option of the holders thereof, into one Common Unit from and elsewhere in this Agreementafter such date as the Partnership has been advised by the New York Stock Exchange that the Common Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. The General Partner will promptly notify the holders of the Class B Common Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Common Units (a “Notice of Intent to Convert”) given not earlier than one year after April 11, 2002, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders as may be required by the New York Stock Exchange for the issuance of the Common Units, issuable upon conversion of the Class B Common Units. If, 120 days after the date of the Notice of Intent to Convert, the Common Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in an amount equal to 115% of the quarterly cash distribution amount payable with respect to each Common Unit. The Class B Common Units will not have the privilege of conversion except as provided in this Section 5.12. (c) After the repayment in full of the Bank Loan, the Partnership may redeem the Class B Common Units for cash at any time by giving notice in writing to the holders of the Class B Common Units (a “Mandatory Redemption Notice”) of the Partnership’s intent to redeem the Class B Common Units. Any Outstanding Class B Common Units to be redeemed shall be authorized redeemed as of the 30th day following date of such Mandatory Redemption Notice unless such day is not a Business Day in which case all such Outstanding Class B Common Units shall be redeemed on the next Business Day following such 30th day. (d) Upon any request by the General Partner or any of its Affiliates to issue one register all or any part of the Class B Common Units pursuant to Section 7.12, the Class B Common Units for which registration is so requested may be redeemed by the Partnership at its election. The Partnership shall exercise its option to redeem the Class B Common Units under this Section 5.12(d) by mailing written notice thereof to the holders of the Class B Common Units for which registration is so requested. Such notice shall be given not later than 15 days after the receipt by the General Partner of such registration request and shall fix a date for redemption of such Class B Common Units not less than 30 nor more series than 60 days after the date of such notice. (e) Any redemption under Section 5.12(c) or Section 5.12(d) shall be for a cash redemption price equal to the Current Market Price per Common Unit as of the date fixed for redemption. (f) Before any holder of Class B Common Units and shall be entitled to receive any redemption payment or to convert such holder’s Class B Common Units into Common Units, as the terms case may be, the holder shall surrender the Certificates evidencing the Class B Common Units, duly endorsed, at the office of this Section 5.4 shall govern each series the General Partner or of any transfer agent for the Class B Common Units. The reference in this Agreement In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Units one or more Certificates evidencing Common Units, registered in the name of such holder, for the number of Common Units to which the holder shall include each series of be entitled and shall cancel the Class B Common UnitsUnits so converted. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common Units to be converted, and the person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (bg) From and after a redemption date (unless default shall be made by the Partnership in providing money for the payment of the redemption price), the Class B Common Units redeemed shall be cancelled and no longer be deemed Outstanding, and all rights of the holders thereof as Partners in the Partnership (except the right to receive from the Partnership the redemption price) shall cease. Class B Common Units redeemed pursuant to Section 5.12(c) or 5.12(d) shall be restored to the status of authorized but unissued Units, without designation as to class. (h) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions distributions, voting and allocations of income, gain, loss or deductions. (c) Each series ; provided, however, that during the period in which any portion of the Bank Loan is outstanding, the Class B Common Units held by will not be paid a holder shall automatically convert into regular distribution of any kind. Upon the repayment in full of the Bank Loan, the holders of the Outstanding Class B Common Units (with no further action required by such holder) when will be entitled to receive a distribution of Available Cash equal to the amount distributions of Available Cash that were paid on or declared payable to the Common Units during the term of the Capital Account allocable Bank Loan. Except as otherwise provided in this Agreement, all Units shall vote or consent together as a single class on all matters submitted for a vote or consent of the Outstanding Units. (i) The Class B Common Units will have no voting rights (except pursuant to each Section 13.3(c)), and no Class B Common Unit within a series shall be deemed Outstanding for the purpose of determining any vote (other than any vote required pursuant to Section 13.3 (c)) or quorum under this Agreement. Notwithstanding the foregoing, if the General Partner or its Affiliates pledge any of the Class B Common Units held by as collateral to secure indebtedness and such holder collateral is equal transferred to the amount holders of such indebtedness as a result of a default with respect to such indebtedness, the provisions of this Section 5.12(i) shall be of no further force and effect and Section 5.12(i) shall be deemed automatically to read in its entirety as previously written in the 2002 Agreement in effect immediately prior to the effectiveness of the Capital Account allocable amendments to each regular Common Unit (“Capital Account Alignment”)this Section 5.12(i) set forth in Amendment No. 1 to the 2002 Agreement dated as of November 15, determined by treating 2002, provided that this Section 5.12(i) shall not affect the applicability or enforceability of any other amendments to Section 5.12(i) that may be adopted after the date of such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common UnitsAmendment. (dj) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Certificates evidencing Class B Common Units shall notify be separately identified and shall not bear the General Partner prior to any transfer of Class B same CUSIP number as the Certificates evidencing Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the The Predecessor General Partner hereby designates has designated and creates created a class series of Units to be designated as “Class B Common Units” and fixes consisting of a total of 15,661,848 Class B Common Units, and fixed the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 5.12. (b) Each Class B Common Unit shall be convertible from time to time, in whole or in part, at the option of the holders thereof, into one Common Unit from and elsewhere in this Agreementafter such date as the Partnership has been advised by the New York Stock Exchange that the Common Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. The General Partner will promptly notify the holders of the Class B Common Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Common Units (a “Notice of Intent to Convert”) given not earlier than one year after April 11, 2002, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders as may be required by the New York Stock Exchange for the issuance of the Common Units, issuable upon conversion of the Class B Common Units. If, 120 days after the date of the Notice of Intent to Convert, the Common Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in an amount equal to 115% of the quarterly cash distribution amount payable with respect to each Common Unit. The Class B Common Units will not have the privilege of conversion except as provided in this Section 5.12. (c) After the repayment in full of the Bank Loan, the Partnership may redeem the Class B Common Units for cash at any time by giving notice in writing to the holders of the Class B Common Units (a “Mandatory Redemption Notice”) of the Partnership’s intent to redeem the Class B Common Units. Any Outstanding Class B Common Units to be redeemed shall be authorized redeemed as of the 30th day following date of such Mandatory Redemption Notice unless such day is not a Business Day in which case all such Outstanding Class B Common Units shall be redeemed on the next Business Day following such 30th day. (d) Upon any request by the General Partner or any of its Affiliates to issue one register all or any part of the Class B Common Units pursuant to Section 7.12, the Class B Common Units Table of Contents for which registration is so requested may be redeemed by the Partnership at its election. The Partnership shall exercise its option to redeem the Class B Common Units under this Section 5.12(d) by mailing written notice thereof to the holders of the Class B Common Units for which registration is so requested. Such notice shall be given not later than 15 days after the receipt by the General Partner of such registration request and shall fix a date for redemption of such Class B Common Units not less than 30 nor more series than 60 days after the date of such notice. (e) Any redemption under Section 5.12(c) or Section 5.12(d) shall be for a cash redemption price equal to the Current Market Price per Common Unit as of the date fixed for redemption. (f) Before any holder of Class B Common Units and shall be entitled to receive any redemption payment or to convert such holder’s Class B Common Units into Common Units, as the terms case may be, the holder shall surrender the Certificates evidencing the Class B Common Units, duly endorsed, at the office of this Section 5.4 shall govern each series the General Partner or of any transfer agent for the Class B Common Units. The reference in this Agreement In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Units one or more Certificates evidencing Common Units, registered in the name of such holder, for the number of Common Units to which the holder shall include each series of be entitled and shall cancel the Class B Common UnitsUnits so converted. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common Units to be converted, and the person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (bg) From and after a redemption date (unless default shall be made by the Partnership in providing money for the payment of the redemption price), the Class B Common Units redeemed shall be cancelled and no longer be deemed Outstanding, and all rights of the holders thereof as Partners in the Partnership (except the right to receive from the Partnership the redemption price) shall cease. Class B Common Units redeemed pursuant to Section 5.12(c) or 5.12(d) shall be restored to the status of authorized but unissued Units, without designation as to class. (h) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions distributions, voting and allocations of income, gain, loss or deductions. (c) Each series ; provided, however, that during the period in which any portion of the Bank Loan is outstanding, the Class B Common Units held by will not be paid a holder shall automatically convert into regular distribution of any kind. Upon the repayment in full of the Bank Loan, the holders of the Outstanding Class B Common Units (with no further action required by such holder) when will be entitled to receive a distribution of Available Cash equal to the amount distributions of Available Cash that were paid on or declared payable to the Common Units during the term of the Capital Account allocable Bank Loan. Except as otherwise provided in this Agreement, all Units shall vote or consent together as a single class on all matters submitted for a vote or consent of the Outstanding Units. (i) The Class B Common Units will have no voting rights (except pursuant to each Section 13.3(c)), and no Class B Common Unit within a series shall be deemed Outstanding for the purpose of determining any vote (other than any vote required pursuant to Section 13.3 (c)) or quorum under Table of Contents this Agreement. Notwithstanding the foregoing, if the General Partner or its Affiliates pledge any of the Class B Common Units held by as collateral to secure indebtedness and such holder collateral is equal transferred to the amount holders of such indebtedness as a result of a default with respect to such indebtedness, the provisions of this Section 5.12(i) shall be of no further force and effect and Section 5.12(i) shall be deemed automatically to read in its entirety as previously written in the 2002 Agreement in effect immediately prior to the effectiveness of the Capital Account allocable amendments to each regular Common Unit (“Capital Account Alignment”)this Section 5.12(i) set forth in Amendment No. 1 to the 2002 Agreement dated as of November 15, determined by treating 2002, provided that this Section 5.12(i) shall not affect the applicability or enforceability of any other amendments to Section 5.12(i) that may be adopted after the date of such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common UnitsAmendment. (dj) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Certificates evidencing Class B Common Units shall notify be separately identified and shall not bear the General Partner prior to any transfer of Class B same CUSIP number as the Certificates evidencing Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the The Predecessor General Partner hereby designates has designated and creates created a class series of Units to be designated as “Class B Common Units” and fixes consisting of a total of 7,830,924 Class B Common Units, and fixed the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 5.12. (b) Each Class B Common Unit shall be convertible from time to time, in whole or in part, at the option of the holders thereof, into one Common Unit from and elsewhere in this Agreementafter such date as the Partnership has been advised by the New York Stock Exchange that the Common Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. The General Partner will promptly notify the holders of the Class B Common Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Common Units (a “Notice of Intent to Convert”) given not earlier than one year after April 11, 2002, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders as may be required by the New York Stock Exchange for the issuance of the Common Units, issuable upon conversion of the Class B Common Units. If, 120 days after the date of the Notice of Intent to Convert, the Common Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in an amount equal to 115% of the quarterly cash distribution amount payable with respect to each Common Unit. The Class B Common Units will not have the privilege of conversion except as provided in this Section 5.12. (c) After the repayment in full of the Bank Loan, the Partnership may redeem the Class B Common Units for cash at any time by giving notice in writing to the holders of the Class B Common Units (a “Mandatory Redemption Notice”) of the Partnership’s intent to redeem the Class B Common Units. Any Outstanding Class B Common Units to be redeemed shall be authorized redeemed as of the 30th day following date of such Mandatory Redemption Notice unless such day is not a Business Day in which case all such Outstanding Class B Common Units shall be redeemed on the next Business Day following such 30th day. (d) Upon any request by the General Partner or any of its Affiliates to issue one register all or any part of the Class B Common Units pursuant to Section 7.12, the Class B Common Units for which registration is so requested may be redeemed by the Partnership at its election. The Partnership shall exercise its option to redeem the Class B Common Units under this Section 5.12(d) by mailing written notice thereof to the holders of the Class B Common Units for which registration is so requested. Such notice shall be given not later than 15 days after the receipt by the General Partner of such registration request and shall fix a date for redemption of such Class B Common Units not less than 30 nor more series than 60 days after the date of such notice. (e) Any redemption under Section 5.12(c) or Section 5.12(d) shall be for a cash redemption price equal to the Current Market Price per Common Unit as of the date fixed for redemption. (f) Before any holder of Class B Common Units and shall be entitled to receive any redemption payment or to convert such holder’s Class B Common Units into Common Units, as the terms case may be, the holder shall surrender the Certificates evidencing the Class B Common Units, duly endorsed, at the office of this Section 5.4 shall govern each series the General Partner or of any transfer agent for the Class B Common Units. The reference in this Agreement In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Units one or more Certificates evidencing Common Units, registered in the name of such holder, for the number of Common Units to which the holder shall include each series of be entitled and shall cancel the Class B Common UnitsUnits so converted. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common Units to be converted, and the person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (bg) From and after a redemption date (unless default shall be made by the Partnership in providing money for the payment of the redemption price), the Class B Common Units redeemed shall be cancelled and no longer be deemed Outstanding, and all rights of the holders thereof as Partners in the Partnership (except the right to receive from the Partnership the redemption price) shall cease. Class B Common Units redeemed pursuant to Section 5.12(c) or 5.12(d) shall be restored to the status of authorized but unissued Units, without designation as to class. (h) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions distributions, voting and allocations of income, gain, loss or deductions. (c) Each series ; provided, however, that during the period in which any portion of the Bank Loan is outstanding, the Class B Common Units held by will not be paid a holder shall automatically convert into regular distribution of any kind. Upon the repayment in full of the Bank Loan, the holders of the Outstanding Class B Common Units (with no further action required by such holder) when will be entitled to receive a distribution of Available Cash equal to the amount distributions of Available Cash that were paid on or declared payable to the Common Units during the term of the Capital Account allocable Bank Loan. Except as otherwise provided in this Agreement, all Units shall vote or consent together as a single class on all matters submitted for a vote or consent of the Outstanding Units. (i) The Class B Common Units will have no voting rights (except pursuant to each Section 13.3(c)), and no Class B Common Unit within a series shall be deemed Outstanding for the purpose of determining any vote (other than any vote required pursuant to Section 13.3 (c)) or quorum under this Agreement. Notwithstanding the foregoing, if the General Partner or its Affiliates pledge any of the Class B Common Units held by as collateral to secure indebtedness and such holder collateral is equal transferred to the amount holders of such indebtedness as a result of a default with respect to such indebtedness, the provisions of this Section 5.12(i) shall be of no further force and effect and Section 5.12(i) shall be deemed automatically to read in its entirety as previously written in the 2002 Agreement in effect immediately prior to the effectiveness of the Capital Account allocable amendments to each regular Common Unit (“Capital Account Alignment”)this Section 5.12(i) set forth in Amendment No. 1 to the 2002 Agreement dated as of November 15, determined by treating 2002, provided that this Section 5.12(i) shall not affect the applicability or enforceability of any other amendments to Section 5.12(i) that may be adopted after the date of such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common UnitsAmendment. (dj) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Certificates evidencing Class B Common Units shall notify be separately identified and shall not bear the General Partner prior to any transfer of Class B same CUSIP number as the Certificates evidencing Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the General Partner hereby designates and creates a class of Units to be designated as “Class B Common Units” and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 and elsewhere in this Agreement. The General Partner shall be authorized to issue one or more series of Class B Common Units and the terms of this Section 5.4 shall govern each series of Class B Common Units. The reference in this Agreement to Class B Common Units shall include each series of Class B Common Units. (b) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions and allocations of income, gain, loss or deductions. (c) Each series of Class B Common Units held by a holder shall automatically convert into regular Common Units (with no further action required by such holder) when the amount of the Capital Account allocable to each Class B Common Unit within a such series of Class B Common Units held by such holder is equal to the amount as a percentage of the aggregate Capital Account allocable to each regular Accounts of all holders of Common Unit Units and Non-Voting Interests equals the Percentage Interest represented by such series of Class B Common Units held by such holder (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common Units. (d) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Class B Common Units shall notify the General Partner prior to any transfer of Class B Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder holders of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common UnitsAccount.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the The General Partner hereby designates and creates a class series of Units to be designated as “"Class B Common Units” " and consisting of a total of [ ] Class B Common Units, and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 5.12. (b) Each Class B Common Unit shall be convertible from time to time, in whole or in part, at the option of the holders thereof, into one Common Unit from and elsewhere in this Agreementafter such date as the Partnership has been advised by the New York Stock Exchange that the Common Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. The General Partner will promptly notify the holders of the Class B Common Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Common Units (a "Notice of Intent to Convert") given not earlier than one year after the date of this Amendment, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders as may be required by the New York Stock Exchange for the issuance of the Common Units, issuable upon conversion of the Class B Common Units. If, 120 days after the date of the Notice of Intent to Convert, the Common Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in an amount equal to 115% of the quarterly cash distribution amount payable with respect to each Common Unit. The Class B Common Units will not have the privilege of conversion except as provided in this Section 5.12. (c) After the repayment in full of the Bank Loan, the Partnership may redeem the Class B Common Units for cash at any time by giving notice in writing to the holders of the Class B Common Units (a "Mandatory Redemption Notice") of the Partnership's intent to redeem the Class B Common Units. Any Outstanding Class B Common Units to be redeemed shall be authorized redeemed as of the 30th day following date of such Mandatory Redemption Notice unless such day is not a Business Day in which case all such Outstanding Class B Common Units shall be redeemed on the next Business Day following such 30th day. (d) Upon any request by the General Partner or any of its Affiliates to issue one register all or any part of the Class B Common Units pursuant to Section 7.12, the Class B Common Units for which registration is so requested may be redeemed by the Partnership at its election. The Partnership shall exercise its option to redeem the Class B Common Units under this Section 5.12(d) by mailing written notice thereof to the holders of the Class B Common Units for which registration is so requested. Such notice shall be given not later than 15 days after the receipt by the General Partner of such registration request and shall fix a date for redemption of such Class B Common Units not less than 30 nor more series than 60 days after the date of such notice. (e) Any redemption under Section 5.12(c) or Section 5.12(d) shall be for a cash redemption price equal to the Current Market Price per Common Unit as of the date fixed for redemption. (f) Before any holder of Class B Common Units and shall be entitled to receive any redemption payment or to convert such holder's Class B Common Units into Common Units, as the terms case may be, the holder shall surrender the Certificates evidencing the Class B Common Units, duly endorsed, at the office of this Section 5.4 shall govern each series the General Partner or of any transfer agent for the Class B Common Units. The reference in this Agreement In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Units one or more Certificates evidencing Common Units, registered in Exhibit 10.1 - Amendment 1 to Amended Restated LP Agreement - conformed copy 3 the name of such holder, for the number of Common Units to which the holder shall include each series be entitled. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common UnitsUnits to be converted, and the person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (bg) From and after a redemption date (unless default shall be made by the Partnership in providing money for the payment of the redemption price), the Class B Common Units redeemed shall no longer be deemed Outstanding, and all rights of the holders thereof as Partners in the Partnership (except the right to receive from the Partnership the redemption price) shall cease. Class B Common Units redeemed pursuant to Section 5.12(c) or 5.12(d) shall be restored to the status of authorized but unissued Units, without designation as to class. (h) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions distributions, voting and allocations of income, gain, loss or deductions. (c) Each series ; provided, however, that during the period in which any portion of the Bank Loan is outstanding, the Class B Common Units held by will not be paid a holder shall automatically convert into regular distribution of any kind. Upon the repayment in full of the Bank Loan, the holders of the Outstanding Class B Common Units (with no further action required by such holder) when will be entitled to receive a distribution of Available Cash equal to the amount distributions of Available Cash that were paid on or declared payable to the Common Units during the term of the Capital Account allocable Bank Loan. Except as otherwise provided in this Agreement, all Units shall vote or consent together as a single class on all matters submitted for a vote or consent of the Outstanding Units. (i) The Class B Common Units will have voting rights that are identical to the voting rights of the Common Units and will vote with the Common Units as a single class, so that each Class B Common Unit within a series of will be entitled to one vote on each matter with respect to which each Common Unit is entitled to vote; provided, however, that the Class B Common Units held shall not be entitled to vote and shall not be deemed outstanding for purposes of determining a quorum, with respect to matters in which the requisite vote is determined by New York Stock Exchange rules or New York Stock Exchange staff interpretations of such holder is equal rules for listing of the Common Units; each reference in the Partnership Agreement to a vote of holders of Common Units shall be deemed to be a reference to the amount holders of the Capital Account allocable to each regular Common Unit (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such and Class B Common Units. (dj) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Certificates evidencing Class B Common Units shall notify be separately identified and shall not bear the General Partner prior to any transfer of Class B same CUSIP number as the Certificates evidencing Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the General Partner There is hereby designates and creates created a class series of Units to be designated as “"Class B Common Units” and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 and elsewhere in this Agreement. The General Partner shall be authorized to issue one or more series ," consisting of Class B Common Units and having the following terms and conditions: (i) Subject to the provisions of Section 6.1(d)(iii)(A), all allocations of items of Partnership income, gain, loss, deduction and credit under Section 6.1 shall be allocated to the Class B Common Units on a basis that is pro rata with the Common Units, so that the amount thereof allocated to each Common Unit will equal the amount thereof allocated to each Class B Common Unit; (ii) Except as provided in paragraph (f) of this Section 5.4 shall govern each series of Class B Common Units. The reference in this Agreement to 5.12, the Class B Common Units shall include have the right to share in partnership distributions on a pro rata basis with the Common Units, so that the amount of any Partnership distribution to each series Common Unit will equal the amount of such distribution to each Class B Common Unit; (iii) The Class B Common Units shall have rights upon dissolution and liquidation of the Partnership, including the right to share in any liquidating distributions, that are pro rata with the Common Units, so that the amount of any liquidating distribution to each Common Unit will equal the amount of such distribution to each Class B Common Unit; (iv) The Class B Common Units will not have the privilege of conversion except as provided in paragraphs (c) or (d) of this Section 5.12; (v) The Class B Common Units will have voting rights that are identical to the voting rights of the Common Units and will vote with the Common Units as a single class, so that each Class B Common Unit will be entitled to one vote on each matter with respect to which each Common Unit is entitled to vote, and shall not be deemed outstanding for purposes of determining a quorum, with respect to matters in which the requisite vote is determined by New York Stock Exchange rules or New York Stock Exchange staff interpretations of such rules for listing of the Common Units; each reference in the Partnership Agreement to a vote of holders of Common Units shall be deemed to be a reference to the holders of Common Units and Class B Common Units; (vi) The Class B Common Units will be evidenced by certificates in such form as the General Partner may approve and, subject to the satisfaction of any applicable legal and regulatory requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; the General Partner will act as registrar and transfer agent for the Class B Common Units; and (vii) Except as otherwise provided in the Partnership Agreement and unless the context otherwise requires, for purposes of allocations referred to in paragraph (a)(i), the right to share in Partnership distributions referred to in paragraph (a)(ii), rights upon dissolution and liquidation referred to in paragraph (a)(iii), and voting rights referred to in paragraph (a)(v), and for all other purposes, the Class B Common Units and the Common Units shall be considered as a single class of Units, each Class B Common Unit shall be treated in a manner that is identical, in all respects, to each Common Unit, and each reference in the Partnership Agreement to Common Units shall also be deemed to be a reference to Class B Common Units. (b) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and The Partnership issued the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions and allocations of income, gain, loss or deductions. (c) Each series of Class B Common Units held by a holder shall automatically convert into regular Common Units (with no further action required by to Plains Resources Inc., and Plains Resources Inc. purchased such holder) when the amount of the Capital Account allocable to each Class B Common Unit within a series of Class B Common Units held by for $25,000,000 in cash; upon receipt of such holder is equal purchase price the Partnership issued a certificate to the amount of the Capital Account allocable to each regular Common Unit (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for Plains Resources Inc. representing such Class B Common Units. (dc) Prior At any time after six months from May 28, 1999, upon written notice to their conversion into regular Common Unitsthe General Partner, any holder of Class B Common Units may only be transferred in private transactions that allow will have the right to require the Partnership to track use its reasonable best efforts to submit to a vote or consent of the transfer holders of Partnership Securities the approval of a change in the terms of the Class B Common Units to provide that each Class B Common Unit is convertible into one Common Unit at the option of the holder of such Class B Common UnitsUnit, such conversion option to be exercisable by any holder of Class B Common Units in whole or in part at any time and from time to time. The vote or consent required for such change will be the requisite vote required, under New York Stock Exchange rules or New York Stock Exchange staff interpretations of such rules, for listing of the Common Units that would be issued upon any such conversion. Upon receipt of the required vote or consent, the terms of the Class B Common Units will be changed so that they become convertible as described above . (d) Before any holder of Class B Common Units shall notify the General Partner prior be entitled to any transfer of Class B Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of convert such holder's Class B Common Units and the holders of Class C into Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to , he shall surrender the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit Certificates therefor, duly endorsed, at the office of the General Partner or a Class C Common Unit prior to of any transfer agent for the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such time the Partnership makes liquidating distributions office to its Partners, notwithstanding Section 12.4(c), a such holder of Class B Common Units one or Class C more Common Unit Certificates, registered in the name of such holder, for the number of Common Units to which he shall not be entitled as aforesaid. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common Units to be converted, and the person entitled to receive liquidating the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (e) If at any time the rules of the New York Stock Exchange or the New York Stock Exchange staff interpretations of such rules are changed so that no vote or consent of holders of Partnership Securities is required as a condition to the listing of the Common Units that would be issued upon such conversion, the terms of the Class B Common Units will be changed so that each Class B Common Unit is convertible (without any vote of any securityholders of the Partnership) into one Common Unit at the option of the holder thereof, such conversion option to be exercisable by any holder of Class B Common Units in whole or in part at any time and from time to time. (f) In the event that (i) any holder of Class B Common Units requires the Partnership to submit to a vote or consent of its holders of Partnership Securities the approval of a change in the terms of the Class B Common Units to provide that they are convertible as provided in Section 5.12(c) above, and (ii) the holders of Partnership Securities do not approve such change by the requisite vote within 120 days after the notice given pursuant to Section 5.12(c), then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in excess an amount equal to 110% of the quarterly cash distribution amount payable with respect to each Common Unit; provided, further, that if the holders of Partnership Securities do not approve such change by the requisite vote within 210 days after the notice given pursuant to Section 5.12(c), each Class B Common Unit will become entitled to receive quarterly cash distributions equal to 115% of the quarterly cash distribution payable with respect to each Common Unit. Notwithstanding the foregoing, in no such case shall any holder of Class B Common Units have the right to convert its Capital Account allocable Class B Common Units unless such holder and its affiliates voted their Partnership Securities for approval of the change requested in Section 5.12(c) (if and to the extent that such Common UnitsPartnership Securities were entitled to be voted).

Establishment of Class B Common Units. (a) Pursuant to Section 5.5, the The General Partner hereby designates and creates a class series of Units to be designated as “"Class B Common Units” " and consisting of a total of 7,830,924 Class B Common Units, and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of holders of the Class B Common Units as set forth in this Section 5.4 5.12. (b) Each Class B Common Unit shall be convertible from time to time, in whole or in part, at the option of the holders thereof, into one Common Unit from and elsewhere in this Agreementafter such date as the Partnership has been advised by the New York Stock Exchange that the Common Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. The General Partner will promptly notify the holders of the Class B Common Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Common Units (a "Notice of Intent to Convert") given not earlier than one year after the date of this Amendment, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders as may be required by the New York Stock Exchange for the issuance of the Common Units, issuable upon conversion of the Class B Common Units. If, 120 days after the date of the Notice of Intent to Convert, the Common Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the terms of the Class B Common Units will be changed so that each Class B Common Unit will become entitled to receive quarterly cash distributions in an amount equal to 115% of the quarterly cash distribution amount payable with respect to each Common Unit. The Class B Common Units will not have the privilege of conversion except as provided in this Section 5.12. (c) After the repayment in full of the Bank Loan, the Partnership may redeem the Class B Common Units for cash at any time by giving notice in writing to the holders of the Class B Common Units (a "Mandatory Redemption Notice") of the Partnership's intent to redeem the Class B Common Units. Any Outstanding Class B Common Units to be redeemed shall be authorized redeemed as of the 30th day following date of such Mandatory Redemption Notice unless such day is not a Business Day in which case all such Outstanding Class B Common Units shall be redeemed on the next Business Day following such 30th day. (d) Upon any request by the General Partner or any of its Affiliates to issue one register all or any part of the Class B Common Units pursuant to Section 7.12, the Class B Common Units for which registration is so requested may be redeemed by the Partnership at its election. The Partnership shall exercise its option to redeem the Class B Common Units under this Section 5.12(d) by mailing written notice thereof to the holders of the Class B Common Units for which registration is so requested. Such notice shall be given not later than 15 days after the receipt by the General Partner of such registration request and shall fix a date for redemption of such Class B Common Units not less than 30 nor more series than 60 days after the date of such notice. (e) Any redemption under Section 5.12(c) or Section 5.12(d) shall be for a cash redemption price equal to the Current Market Price per Common Unit as of the date fixed for redemption. (f) Before any holder of Class B Common Units and shall be entitled to receive any redemption payment or to convert such holder's Class B Common Units into Common Units, as the terms case may be, the holder shall surrender the Certificates evidencing the Class B Common Units, duly endorsed, at the office of this Section 5.4 shall govern each series the General Partner or of any transfer agent for the Class B Common Units. The reference in this Agreement In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Units one or more Certificates evidencing Common Units, registered in the name of such holder, for the number of Common Units to which the holder shall include each series be entitled. Such conversion shall be deemed to have been made as of the date of the surrender of the Class B Common UnitsUnits to be converted, and the person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (bg) From and after a redemption date (unless default shall be made by the Partnership in providing money for the payment of the redemption price), the Class B Common Units redeemed shall no longer be deemed Outstanding, and all rights of the holders thereof as Partners in the Partnership (except the right to receive from the Partnership the redemption price) shall cease. Class B Common Units redeemed pursuant to Section 5.12(c) or 5.12(d) shall be restored to the status of authorized but unissued Units, without designation as to class. (h) Except as otherwise provided in this Agreement, each Class B Common Unit shall be identical to a regular Common Unit, and the holder of a Class B Common Unit shall have the rights of a holder of a regular Common Unit with respect to, without limitation, Partnership distributions distributions, voting and allocations of income, gain, loss or deductions. (c) Each series ; provided, however, that during the period in which any portion of the Bank Loan is outstanding, the Class B Common Units held by will not be paid a holder shall automatically convert into regular distribution of any kind. Upon the repayment in full of the Bank Loan, the holders of the Outstanding Class B Common Units (with no further action required by such holder) when will be entitled to receive a distribution of Available Cash equal to the amount distributions of Available Cash that were paid on or declared payable to the Common Units during the term of the Capital Account allocable Bank Loan. Except as otherwise provided in this Agreement, all Units shall vote or consent together as a single class on all matters submitted for a vote or consent of the Outstanding Units. (i) The Class B Common Units will have voting rights that are identical to the voting rights of the Common Units and will vote with the Common Units as a single class, so that each Class B Common Unit within a series of will be entitled to one vote on each matter with respect to which each Common Unit is entitled to vote; provided, however, that the Class B Common Units held shall not be entitled to vote and shall not be deemed outstanding for purposes of determining a quorum, with respect to matters in which the requisite vote is determined by New York Stock Exchange rules or New York Stock Exchange staff interpretations of such holder is equal rules for listing of the Common Units; each reference in the Partnership Agreement to a vote of holders of Common Units shall be deemed to be a reference to the amount holders of the Capital Account allocable to each regular Common Unit (“Capital Account Alignment”), determined by treating such Class B Common Unit and regular Common Unit as separate partnership interests for U.S. federal income tax purposes. The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such and Class B Common Units. (dj) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units. The holder of Certificates evidencing Class B Common Units shall notify be separately identified and shall not bear the General Partner prior to any transfer of Class B same CUSIP number as the Certificates evidencing Common Units. (e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “xxxx-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units. If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved. For the avoidance of doubt, no unrealized loss or Net Loss shall be allocated with respect to a Class B Common Unit or a Class C Common Unit prior to the conversion of such Class B Common Unit or Class C Common Units into a regular Common Unit. (f) If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.