Amended and Restated Limited Partnership Agreement

Limited Partnership Agreement

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This Limited Partnership Agreement involves

WESTERN SIZZLIN CORP | INVESTMENT COMPANY | MUSTANG CAPITAL MANAGEMENT, LLC | NEITHER MUSTANG CAPITAL ADVISORS, LP | WESTERN MUSTANG HOLDINGS LLC

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Title: Amended and Restated Limited Partnership Agreement
Governing Law: Texas Date: 7/10/2008
Industry: Restaurants Law Firm: Olshan Grundman Sector: Services

Amended and Restated Limited Partnership Agreement, Parties: western sizzlin corp , investment company , mustang capital management llc , neither mustang capital advisors lp , western mustang holdings llc

Exhibit 10.2

MUSTANG CAPITAL ADVISORS, LP

A Texas Limited Partnership

Amended and Restated

Limited Partnership Agreement

July 9, 2008

NO TICE

NEITHER MUSTANG CAPITAL ADVISORS, LP NOR THE LIMITED PARTNERSHIP INTERESTS THEREIN HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES. THE OFFERING OF SUCH LIMITED PARTNERSHIP INTERESTS IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, FOR OFFERS AND SALES OF SECURITIES WHICH DO NOT INVOLVE ANY PUBLIC OFFERING, AND ANALOGOUS EXEMPTIONS UNDER STATE SECURITIES LAWS.

THE DELIVERY OF THIS LIMITED PARTNERSHIP AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY OFFER, SOLICITATION OR SALE OF INTERESTS IN MUSTANG CAPITAL ADVISORS, LP IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS AND CONDITIONS SET FORTH IN THIS LIMITED PARTNERSHIP AGREEMENT.

TABL E OF CONTENTS

NOTICE			i
Article I Definitions			2
Article II General Provisions			8
	2.1	Formation	8
	2.2	Partnership Name.	8
	2.3	Fiscal Year.	8
	2.4	Registered Office/Agent.	9
	2.5	Partners.	9
	2.6	Purpose of Partnership.	9
	2.7	Assignability of Interest.	9
Article III Management Of Partnership			9
	3.1	Management Generally.	9
	3.2	Authority of General Partner.	9
	3.3	Restrictions on Authority of General Partner.	10
	3.4	Reliance by Third Parties.	10
	3.5	Activity of General Partner.	10
	3.6	Exculpation and Indemnification of the General Partner.	11
Article IV Allocations; Distributions			12
	4.1	Allocations of Taxable Items of Income or Loss.	13
	4.2	Special Allocations.	13
	4.3	Curative Allocations.	15
	4.4	Section 704(c) Allocation.	15
	4.5	Other Allocation Rules.	15
	4.6	Distributions.	16
	4.7	Preferential Distributions	16
	4.8	Tax Distributions.	16
Article V Capital Accounts Of Partners			16
	5.1	Capital Contributions.	16
	5.2	Capital Accounts; Additional Capital Contributions.	17
	5.3	Maintenance of Capital Accounts.	17
	5.4	Determination by General Partner of Certain Matters.	18
Article VI Withdrawal Of Capital			18
	6.1	Withdrawals in General.	18
	6.2	Limitations on Withdrawal.	18
Article VII Admission Of New Partners			18
	7.1	Limited Partners.	18
	7.2	General Partner.	19
Article VIII Withdrawal, Death Or Insanity Of Partners			19
	8.1	Withdrawal of General Partner.	19
	8.2	Withdrawal, Death, etc., of Limited Partner.	19

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	8.3	Payment of Liquidating Share.	19
	8.4	Limitations on Withdrawal of Liquidating Share.	20
	8.5	Holdings’ Purchase Obligations.	20
Article IX Duration And Termination Of Partnership			21
	9.1	Duration.	21
	9.2	Termination.	21
	9.3	Method of Distributions.	22
	9.4	No Restoration of Deficit Capital Account.	22
Article X Reports To Partners			22
	10.1	Books of Account.	22
	10.2	Interim Reports.	22
Article XI Non-Competition			22
	11.1	Non-Competition.	22
	11.2	Restrictions Reasonable.	23
	11.3	Equitable Relief.	23
Article XII Miscellaneous			23
	12.1	Expenses.	23
	12.2	General.	24
	12.3	Amendments to Partnership Agreement.	24
	12.4	Notices.	24
	12.5	Counsel.	24
	12.6	Use of Name.	24
	12.7	Headings.	25

iii

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AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

MUSTANG CAPITAL ADVISORS, LP

This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Mustang Capital Advisors, LP, a Texas limited partnership (the “ Partnership ”), is made as of July 9, 2008 (the “ Effective Date ”), by and among Mustang Capital Management, LLC, a Texas limited liability company (“ MCM” ), as the general partner of the Partnership, John K. H. Linnartz (“ Linnartz ”) and Western Mustang Holdings LLC, a Delaware limited liability company (“ Holdings ”).

R E C I T A L S

WHEREAS , the Partnership was formed on November 7, 2002 pursuant to the Texas Revised Limited Partnership Act (the “ Act ”) and MCM and Linnartz (the “ Original Partners ”) entered into a Limited Partnership Agreement dated November 7, 2002 (the “ Original Agreement ”);

WHEREAS , Linnartz is currently the sole member of MCM and the sole Limited Partner (as defined below) of the Partnership, holding a 99% Partnership Percentage (as defined below), while MCM is the General Partner (as defined below) of the Partnership holding a 1% Partnership Percentage;

WHEREAS , because Linnartz is the sole member of MCM and the sole Limited Partner of the Partnership, while a partnership for state law purposes, the Partnership is a disregarded entity for federal income tax purposes, and accordingly certain provisions of the Original Agreement, including Articles IV, V and VI thereof, have therefore not applied to the Partnership;

WHEREAS , on the Effective Date, Linnartz, Holdings and Western Sizzlin Corporation, a Delaware corporation (“ Western ”), are entering into a Purchase Agreement (the “ Purchase Agreement ”), pursuant to which Linnartz will sell to Holdings a 50.5% Partnership Percentage and a 51% membership interest in MCM;

WHEREAS , such sale and assignment shall be in accordance with “Situation 1” of Rev. Rul. 99-5;

WHEREAS , upon such sale and assignment, Holdings will become, for federal income tax purposes, the only other partner of the Partnership, and the Partnership will thus thereafter be considered a partnership for federal income tax purposes;

WHEREAS, on the Effective Date, Linnartz and Holdings are entering into Amended and Restated Limited Liability Company Regulations of MCM to admit Holdings as a member of MCM and to set forth the rights and obligations of the members of MCM;

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WHEREAS , the Original Partners now wish to amend and restate the Original Agreement to admit Holdings as a Limited Partner (as defined below) and to set forth the rights and obligations of the Partners (as defined below) to be effective as of the Effective Date; and

WHEREAS, the Partners do hereby adopt this Agreement as the limited partnership agreement of the Partnership to replace the Original Agreement.

NOW, THEREFORE , in consideration of the covenants and the promises made herein, the parties hereto hereby agree as follows.

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Art icle I

Definitions

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For purposes of this Agreement:

“ Adjusted Capital Account Balance ” shall mean with respect to any Partner, the balance in such Partner’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a) credit to such Capital Account any amounts which such Partner is obligated to restore, because of a promissory note to the Partnership or otherwise pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore pursuant to the penultimate sentence in each of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

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

This definition of Adjusted Capital Account Balance is intended to comply with the “alternative economic effect” test of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“ 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 such Person.

“ Applicable Amount ” means a dollar amount equal to (i) the aggregate amount of assets under management by the Partnership at the date of the Put Event causing the determination (such value being determined in accordance with past practices of the Partnership at the Effective Date and consistently applied), multiplied by (ii) $2,038,703.00 as a percentage of the aggregate amount of assets under management by the Partnership at the Effective Date, with such result multiplied by Linnartz’s Partnership Percentage at the date of the Put Event.

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“ Available Cash ” means, at any given date, cash on hand of the Partnership after provision for payment of all outstanding and unpaid current obligations of the Partnership as of such time and the creation of any reserves reasonably deemed necessary by the General Partner; other than cash in an amount equal to the cash that Linnartz is entitled to have distributed to him pursuant to Section 4.7.

“ Capital Account ” means the capital account established for each Partner pursuant to Section 5.1 of this Agreement.

“ Capital Contribution ” means with respect to any Partner, the amount of money and the Gross Asset Value of any property (other than money) contributed to the Partnership by such Partner, net of liabilities encumbering such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contributed Securities ” means the indirect interest of the Partnership in those securities owned by the Funds as of the Effective Date that are listed on Schedule B , in the quantities set forth on such Schedule B under the column heading “J.L. Allocated Shares”. For purposes of this Agreement, the Contributed Securities shall be treated as if the Partnership directly owned the Contributed Securities in the quantities set forth on Schedule B , and such amounts shall be adjusted for stock splits, reverse stock splits, stock dividends and other events causing a change in such amounts.

“ Depreciation ” means each Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, except as required by Section 1.704-3(d) of the Regulations, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided , however , that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

“ Disability ” means the failure of Linnartz, by reason of accident, illness, incapacity or other disability, to perform his duties or fulfill his obligations as the sole manager of the General Partner, with or without reasonable accommodation, for a cumulative total of 60 days, whether or not consecutive, within any 12-month period.

“ Expenses ” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.

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“ Funds ” means Mustang Capital Partners I, LP and Mustang Capital Partners II, LP.

“ General Partner ” means the Partner or Partners who are designated in Part I of Schedule A as the General Partner.

“ Gross Asset Value ” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the General Partner; and

(b) the Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the General Partner, at each of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner for more than a de minimis contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; (iii) the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by any new or existing Partner; (iv) as permitted under Section 1.704-1(b)(2)(iv)(f)(5)(iv) if the Partnership meets the requirements of such provision; and (v) the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; provided, however, that the adjustments pursuant to clauses (i), (ii), (iii) and (iv) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and

(c) the Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution as reasonably determined by the General Partner and, in the case of the distribution of a Partnership asset to the General Partner, as approved by all of the Partners; and

(d) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining the Capital Accounts pursuant to Sections 1.704-1(b)(2)(iv)(m) of the Regulations; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent the General Partner reasonably determines that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e) if the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (a), (b) or (d) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

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“ Hypothetical Liquidation Amount ” means the amount expressed in dollars that Linnartz would receive if, on the date of the particular Put Event, the Partnership sold all of its tangible assets at their fair market values for cash, paid its liabilities and distributed the remaining amount pursuant to Section 9.2(c) after having allocated all taxable income, gain, loss and deduction for such Fiscal Year, including that attributable to such hypothetical sale pursuant to Section 4.1(a), and having made all Capital Account adjustments for such Fiscal Year. For purposes of calculating such Hypothetical Liquidation Amount:

(a)

all securities and other assets owned indirectly by the Partnership shall be considered owned directly by the Partnership in proportion to the Partnership’s interest in the entity holding such assets, calculated at the date of the particular Put Event, consistently with the method used for calculating similar amounts in connection with the Contributed Securities; and

(b)

the fair market value of securities owned directly or indirectly by the Partnership shall be determined at the date of the particular Put Event, in accordance with the applicable valuation methodologies described in Section 3.7(a) of the Purchase Agreement.

“ Imputed Tax Rate ” means, for any Fiscal Year, 40%.

“ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Partnership or the General Partner in any matter material to either such party (other than with respect to matters concerning the General Partner under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, “ Independent Counsel ” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Partnership or the General Partner in an action to determine the General Partner’s rights under Section 3.6 of this Agreement. The Partnership shall pay the reasonable fees of the Independent Counsel referred to above.

“ Interim Period ” means a period commencing on the day on which a new Partner is admitted to the Partnership, the day on which a Partner makes an additional Capital Contribution to the Partnership or the day on which the interest of a Partner is terminated or reduced. An Interim Period shall end at the close of business on the day preceding the day on which a new Interim Period begins.

“ Limited Partners ” means those Partners who are designated in Part II of Schedule A as Limited Partners.

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“ Liquidating Share ” means the amount payable to a Partner upon death, insanity or withdrawal from the Partnership as described in Section 8.3.

“ Majority-in-Interest of the Limited Partners ” means those Limited Partners whose Partnership Percentages in the aggregate are greater than fifty percent (50%) of the Partnership Percentages owned by all of the Partners.

“ Partners ” means the General Partner and the Limited Partners.

“ Partnership Percentage ” means for each Member, the percentage interest set forth opposite the name of such Partner on Schedule A . Each Partner’s Partnership Percentage shall be adjusted on the date on which a new Partner is admitted to the Partnership, the date on which a Partner makes an additional Capital Contribution to the Partnership, and the date on which the interest of a Partner is terminated or reduced, in each case by the General Partner with the consent of at least a Majority-in-Interest of the Limited Partners; provided , however , that in no event will the aggregate Partnership Percentage of the General Partner be less than 1%. The sum of the Partnership Percentages shall equal 100 percent (100%). All Partnership Percentages shall be rounded to at least three decimal places, as determined by the General Partner.

“ Person ” means any individual, partnership, limited liability company, corporation, unincorporated organization or association, trust (including the trustees thereof in their capacity as such) or other entity.

“ Pre-Contribution Gain ” means with respect to each of the Contributed Securities, the amount by which the fair market value of such security at the Effective Date exceeds its adjusted basis.

“ Proceeding ” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened or completed proceeding, or any appeal of such completed action, suit, etc., bought by or in the right of the Partnership or otherwise, and whether civil, criminal, administrative or investigative, whether or not it is acting or serving as the General Partner at the time any liability or Expense is incurred for which indemnification is provided under Section 3.6 of this Agreement.

“ Profits and Losses ” means, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

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

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(iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (ii) or subparagraph (iii) of the definition of Gross Asset Value herein, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance with the terms of this Agreement;

(vi) Notwithstanding any other provision hereof, any items which are specially allocated pursuant to this Agreement shall not be taken into account in computing Profits or Losses; and

(vii) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734 of the Code is required pursuant to Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s Interest, the amount of such adjustment shall be treated either as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases the basis of the asset) from the disposition of the asset.

“ Property ” means (other than cash) any property, real or personal, tangible or intangible including, and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

“ Schedule A ” means Schedule A to this Agreement, as from time to time amended, setting forth the name, address, Capital Contributions and Partnership Percentage of each Partner, which Schedule A is incorporated herein by reference.

“ Schedule B ” means Schedule B to this Agreement, which Schedule B is incorporated herein by reference.

“ Tax Distribution ” means the product of (i) the net positive sum, if any, of the items required to be shown on lines 1-11 of Schedule K-1 (Form 1065) for each Partner for such Fiscal Year, and (ii) the Imputed Tax Rate.

“ Tax Regulations ” means any final, temporary or proposed regulations promulgated by the Treasury Department pursuant to the Code.

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“ Taxable Year ” or “ Fiscal Year ” shall mean the calendar year, or a period beginning on the date the Partnership is treated as coming into existence for federal income tax purposes and ending on the first December 31 following such date, or a period ending on a date the Partnership terminates for federal income tax purposes and commencing on the immediately preceding January 1.

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Arti cle II

General Provisions

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2.1	F or mation

(a) The Partnership was formed on November 7, 2002, by the filing of a Certificate of Limited Partnership with the Secretary of State of Texas and by the execution of the Original Agreement.

(b) The General Partner shall execute, acknowledge and file with the Secretary of State of the State of Texas all certificates, any amendments thereto as may be required by the Act and any other instruments, documents and certificates which, in the opinion of the Partnership’s legal counsel, may from time to time be required by the laws of the United States of America, the State of Texas or any other jurisdiction in which the Partnership determines to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership. The General Partner shall cause any required amendment to the Certificate to be filed promptly following the event requiring said amendment. All amendments may be signed by any one or more of the General Partners (as required by the Act) and may be signed either personally or by an attorney-in-fact.

(c) The Partners acknowledge that, beginning on the Effective Date, they intend that the Partnership be taxed as a partnership for federal income tax purposes. No election may be made to treat the Partnership as other than a partnership for federal income tax purposes.

2.2	Partn ership Name .

The Partnership shall do business under the name of Mustang Capital Advisors, LP.

2.3	F isc al Year .

The fiscal year of the Partnership (herein called the “ Fiscal Year ”) shall be the calendar year.

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2.4	Re gis tered Office/Agent .

The street address of the registered office of the Partnership is 1506 McDuffie Street, Houston, Texas 77019, and the name of its registered agent at such address is John K. H. Linnartz.

2.5	Par tne rs .

The names of all of the Partners and the amounts of their respective Capital Contributions are set forth in Schedule A .

2.6	P urpose of Partnership .

The Partnership is organized for purposes of (i) acquiring and holding for investment the general partnership interest in and serving in the capacity of general partner of each of the Funds and (ii) engaging in such activities incidental or ancillary thereto as the General Partner deems necessary or advisable.

2.7	As signa bility of Interest .

Without the consent of the General Partner and a Majority-in-Interest of the Limited Partners, a Partner may not assign its interest in whole or in part to any Person except (a) to an Affiliate of such Partner or (b) by last will and testament or operation of law. The General Partner may condition any such consent on the execution of such documents and the payment of such expenses as the General Partner reasonably deems necessary.

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Arti cle III

Management Of Partnership

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3.1	Ma nage ment Generally .

Subject to Section 3.3 hereof, the management of the Partnership shall be vested exclusively in the General Partner. Except as set forth in Section 3.3 hereof, the Limited Partners shall not have any part in the management of the Partnership and shall not have any authority or right to act on behalf of the Partnership in connection with any matter except as may be provided for in Section 9.1 hereof.

3.2	Auth ority of General Partner .

Subject to Section 3.3 hereof, the General Partner shall have the power by itself, on behalf and in the name of the Partnership, to carry out the purposes of the Partnership set forth in Section 2.6 and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto.

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3.3	Restrictions on Authority of General Partner.

Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not have the authority to, and covenants and agrees that it shall not, undertake any action enumerated below (each a “ Major Decision ”), or expend any related sum, or incur a related obligation by or on behalf of the Partnership without the prior written consent of a Majority-in-Interest of the Limited Partners:

(a) Any change in the principal business of the Partnership and any action that would make it impossible to carry on the ordinary business of the Partnership or any action that is not consistent with the purposes of the Partnership as set forth in Section 2.6 or that would be in contravention of this Agreement;

(b) &

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