Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“Anniversary Date” means the first anniversary of the Conversion Date of a Management Incentive Unit.

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“Conversion Date” means the date that a Management Incentive Unit is converted into Common Units pursuant to Section 5.10(e).

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“Excess Allocations” has the meaning assigned to such term in Section 6.1(c)(i)(B).

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“Excess Available Cash” has the meaning assigned to such term in Section 6.3(d).

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“Issuance Date” means any date following the Conversion Date and prior to the Anniversary Date on which the Partnership issues additional Partnership Securities.

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“MIU Allocation Limit” has the meaning assigned to such term in Section 6.1(c)(i)(B).

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“MIU Conversion Limit” has the meaning assigned to such term in Section 5.10(e).

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“MIU Distribution Limit” has the meaning assigned to such term in Section 6.3(d).

Section 1.1 of the Partnership Agreement is hereby amended by inserting the following in the appropriate alphabetic sequence:

“MIU Limits” has the meaning assigned to such term in Section 5.10(i).

The definition of “Common Unit Equivalents” in Section 1.1 of the Partnership Agreement is hereby amended in its entirety to read as follows:

“Common Unit Equivalents” means the number of Common Units which a Management Incentive Unit is considered to represent under Section 5.10(d) or, if applicable, under Section 6.3(d).

The definition of “Percentage Interest” in Section 1.1 of the Partnership Agreement is hereby amended in its entirety to read as follows:

“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) with respect to General Partner Units and as to any Unitholder or Assignee with respect to Common Units, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of General Partner Units held by the General Partner, the number of Common Units held by such Unitholder or Assignee, or the number of Common Unit Equivalents held or, if the provisions of Section 6.3(c) apply, deemed to be held by such Unitholder or Assignee, as the case may be, by (B) the total number of Outstanding Common Units, the total number of Outstanding Common Unit Equivalents and General Partner Units, and (b) 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; provided, that with respect to the calculations in Section 5.10(e)(vi) and

Section 5.10(e)(vii), in-the-money options, rights, warrants and appreciation rights relating to Partnership Securities shall be deemed to be Outstanding in the form of the associated Partnership Securities to the extent vested.

Section 5.10(e) is hereby amended by deleting Section 5.10(e)(ii) in its entirety and substituting “[Reserved]” in lieu thereof.

Section 5.10(e) is hereby amended by inserting the following at the end thereof:

Section 5.10 is hereby amended by adding the following at the end thereto:

Section 6.1(c)(i)(B) is hereby amended by adding at the end thereof:

; provided, however, that in no event shall the holders of Management Incentive Units be allocated, in the aggregate, Net Termination Gain in an amount in excess of the amount that, when all such Net Termination Gain is allocated to all Partners, would cause the Capital Accounts of the holders of the Management Incentive Units, in the aggregate, to exceed 5.1% of the Capital Accounts of all Partners immediately following the allocation of Net Termination Gain (the “MIU Allocation Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to be allocated Net Termination Gain in an amount in excess of the MIU Allocation Limit (“Excess Allocations”), then the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to an allocation of an amount of Net Termination Gain such that, when all such Net Termination Gain is allocated to all Partners, the Capital Accounts of the holders of the Management Incentive Units, in the aggregate, would equal 5.1% of the Capital Accounts of all Partners immediately following the allocation of Net Termination Gain, and all Excess Allocations shall instead be allocated to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount.

Section 6.3 is hereby amended by deleting “Except as described in Section 6.3(b)” in the first sentence of subparagraph (a) and inserting “Except as described in Section 6.3(b) or Section 6.3(d)” in lieu thereof.

Section 6.3 is hereby amended by inserting the following at the end thereof: