LIMITED PARTNERSHIP AGREEMENT OF RADIO ONE OF INDIANA, L.P.

Limited Partnership Agreement

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Title: LIMITED PARTNERSHIP AGREEMENT OF RADIO ONE OF INDIANA, L.P.
Governing Law: Delaware Date: 8/5/2005

LIMITED PARTNERSHIP AGREEMENT

OF

RADIO ONE OF INDIANA, L.P.

, Parties: radio one media holdings

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EXHIBIT 3.63

LIMITED PARTNERSHIP AGREEMENT

RADIO ONE OF INDIANA, L.P.

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CONTENTS

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Page

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ARTICLE ONE

NAME OF PARTNERSHIP, PLACE,

CHARACTER OF BUSINESS AND INTEREST

1.01. Name .......................................................... 1

1.02. Registered Office and Place of Business ....................... 1

1.03. Character of Business ......................................... 1

1.04. Interest in Partnership ....................................... 2

ARTICLE TWO

TERM OF PARTNERSHIP

2.01. Term of Partnership ........................................... 2

2.02. Wind-up ....................................................... 2

ARTICLE THREE

CAPITAL CONTRIBUTIONS AND CAPITAL UNITS

3.01. Partnership Capital ........................................... 2

3.02. Capital Contributions ......................................... 2

3.03. Liability of Partners ......................................... 3

3.04. Return of Contribution ........................................ 3

3.05. Capital Accounts .............................................. 3

3.06. Capital Account Restatement ................................... 4

3.07. Deficit Capital Accounts ...................................... 4

ARTICLE FOUR

ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION AND CREDIT

4.01. Net Income and Net Loss ....................................... 5

4.02. Allocation of Net Income and Net Loss ......................... 6

4.03. Special Allocations ........................................... 6

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4.04. Curative Allocations ............................................. 9

4.05. Effects of Varying General and Limited Partnership Interests

During a Partnership Year ...................................... 11

4.06. Allocation of Income, Gain, Loss and Deduction; Section 704(c) ... 11

4.07. Allocation of Tax Items .......................................... 11

4.08. Interest, Salaries or Fees Paid to Partners ...................... 11

4.09. Definitions ...................................................... 11

4.10. Certain Interests of General Partners ............................ 12

ARTICLE FIVE

DISTRIBUTIONS

ARTICLE SIX

MANAGEMENT AND PARTNERS' DUTIES

6.01. Management of Partnership ........................................ 13

6.02. Operation of Partnership Business ................................ 13

6.03. Control of the Business by Limited Partners ...................... 15

6.04. Limitations of General Partners .................................. 15

6.05. Liability of the General Partners ................................ 16

ARTICLE SEVEN

BANK ACCOUNTS, FISCAL YEAR, BOOKS, ACCOUNTING

AND ELECTIONS

7.01. Tax Elections .................................................... 17

7.02. Other Tax Matters ................................................ 17

7.03. Required Records ................................................. 17

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ARTICLE EIGHT

TERMINATION AND DISSOLUTION

8.01. Priority of Dissolution .......................................... 17

8.02. Events Causing Dissolution ....................................... 18

8.03. Agreement in Event of Dissolution by Act or Event Relating

to Less Than All Partners ...................................... 18

8.04. Designation of a General Partner ................................. 19

8.05. Bankruptcy, Incompetency or Death of a Limited Partner ........... 19

8.06. Time to Dissolve ................................................. 19

8.07. Date of Termination .............................................. 19

8.08. Contingent Liabilities ........................................... 20

ARTICLE NINE

AMENDMENT AND ENTIRE AGREEMENT

ARTICLE TEN

DEALINGS WITH THE PARTNERSHIP

10.01. Dealings With the Partnership .................................... 20

10.02. Dealings Outside the Partnership ................................. 20

10.03. Partners' Salary ................................................. 21

10.04. Management Fee ................................................... 21

10.05. Fiduciary Obligations ............................................ 21

ARTICLE ELEVEN

POWER OF ATTORNEY

11.01. Power of Attorney ................................................ 21

11.02. Appointment Irrevocable .......................................... 21

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iii

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ARTICLE TWELVE

GENERAL

12.01. Notices and Registered Agent .................................. 22

12.02. Partnership Action ............................................ 23

12.03. Certificate of Limited Partnership ............................ 23

12.04. Execution in Counterparts ..................................... 23

12.05. Titles ........................................................ 23

12.06. Applicable Law ................................................ 23

12.07. Time of Essence ............................................... 23

12.08. Partial Invalidity ............................................ 23

12.09. Singular and Plural ........................................... 23

12.10. General and Limited Partners .................................. 24

12.11. Further Action ................................................ 24

12.12. Pronouns ...................................................... 24

12.13. Partnership Obligations Binding ............................... 24

12.14. Partition ..................................................... 24

12.15. Signatory Requirements ........................................ 24

12.16. Statutory Accountings, Etc. ................................... 24

12.17. Book Value .................................................... 25

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********

Exhibit " 3.02" List of Property and Value Thereof

Exhibit "11.01" Special Power of Attorney

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LIMITED PARTNERSHIP AGREEMENT

RADIO ONE OF INDIANA, L.P.

THIS LIMITED PARTNERSHIP AGREEMENT (the "Agreement"), is hereby made and entered

into effective the 31ST day of December, 2001, by:

1. Radio One, Inc., a Delaware corporation (hereinafter referred to as

the "General Partner"); and

2. Radio One of Texas II, LLC, a Delaware limited liability company,

and those limited partners who sign a "Limited Partner Signature

Page" to this Agreement (hereinafter referred to collectively as the

"Limited Partners" and separately as a "Limited Partner").

All General Partners and Limited Partners (hereinafter referred to collectively

as the "Partners" and separately as a "Partner"), desiring to form a limited

partnership under the provisions and conditions of Delaware State Law ("Delaware

Law"), hereby state, confirm and agree as follows:

WITNESSETH:

ARTICLE ONE

NAME OF PARTNERSHIP, PLACE,

CHARACTER OF BUSINESS AND INTEREST

Section 1.01. Name. The name of the partnership shall be RADIO ONE OF

INDIANA, L.P. (hereinafter referred to as the "Partnership").

Section 1.02. Registered Office and Place of Business. The registered

office shall be: 21 East St. Joseph Street, Indianapolis, Indiana 46204, or at

such other place within or without the State of Indiana as may from time to time

be determined by Partnership Action as defined in Section 12.02 below. The place

of business of the Partnership shall be at the registered office, or at such

other place or places within or without the State of Indiana as may from time to

time be determined by Partnership Action.

Section 1.03. Character of Business. The Partnership is formed for the

principal purpose of owning and operating radio and television stations and any

activities that are incidental or related to that business. To those ends, the

Partnership may acquire, finance or otherwise deal with real and personal

property or the proceeds thereof. In addition, this Partnership may undertake

any other lawful act or engage in any other business or venture permitted under

the Act

<PAGE>

as may from time to time be determined by partnership Action.

Section 1.04. Interest in Partnership. The units of Partnership capital

held by either General or Limited Partners of the Partnership shall be personal

property for all purposes. All property owned by the Partnership, including, but

not limited to, real and personal property and tangible and intangible property,

shall be deemed to be owned by the Partnership as an entity, and no Partner,

individually or otherwise, shall have any ownership interest in such property.

ARTICLE TWO

TERM OF PARTNERSHIP

Section 2.01. Term of Partnership. The Partnership shall be formed at the

time of the filing of the initial Certificate of Limited Partnership of the

Partnership in the office of the Secretary of State of the State of Delaware (or

at any later time specified in the initial Certificate of Limited Partnership),

and shall continue until dissolved pursuant to the provisions of Article Eight

below.

Section 2.02. Wind-Up. Upon dissolution of the Partnership, the business

shall be wound up and the remaining property of the Partnership shall be

distributed and applied as provided in Article Eight below.

CAPITAL CONTRIBUTIONS AND CAPITAL UNITS

Section 3.01. Partnership Capital. The capital of the Partnership shall

consist of 100 partnership units. A Partner may be both a General Partner and a

Limited Partner of the Partnership. Although accounts shall be maintained

separately for each General Partner and for each Limited Partner, the combined

accounts of any Partner shall constitute his single capital account maintained

as required under Treas. Reg. Section 1.704-l(b).

Section 3.02. Capital Contributions. Each of the Partners shall contribute

to the initial capital of the Partnership and the initial capital accounts of

each Partner shall equal the amount specified opposite the Partner's name in

cash or the fair market value of property (net of liabilities securing such

contributed property that the Partnership is considered to assume or take

subject to under Section 752 of the Internal Revenue Code of 1986, as amended

(the "Code")). For each One Hundred Dollars ($100.00) of value contributed to

the Partnership upon its formation, each Partner shall be allocated one (1)

Partnership unit. Each of the Partners shall be allocated the number of units of

Partnership capital specified below:

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Ownership

Contribution Units Percentage

------------ ----- ----------

GENERAL PARTNERS

Radio One, Inc. $ 9,900.00 99 99%

LIMITED PARTNERS

Radio One of Texas II, LLC $ 100.00 1 1%

---------- --- ---

TOTALS $10,000.00 100 100%

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

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The initial capital accounts of such Partners shall be credited accordingly. A

list of all property which is contributed pursuant to this Section 3.02 and

value thereof shall be shown on Exhibit "3.02" which is attached hereto and

incorporated herein by reference.

Section 3.03. Liability of Partners. In addition to a Partner's capital

contribution, each General Partner shall be personally liable for the

obligations of the Partnership. Such liability as between General Partners shall

be in the proportion which the number of capital units held by each General

Partner bears to the total number of capital units held by all General Partners

at that time. Except as otherwise provided in this Agreement, a Limited

Partner's liability for the obligations of the Partnership shall be limited to

the aggregate amount of the Limited Partner's agreed upon contribution to the

Partnership.

Section 3.04. Return of Contribution. No Partner General or Limited, shall

have any right to the return or withdrawal of said Partner's capital

contributions, until termination of the Partnership, unless such withdrawal is

consented to by all other Partners or otherwise provided for herein or by law.

Except as otherwise provided in this Agreement, the General Partners shall not

be personally liable for the return of all or any portion of the contributions

of the Limited Partners, it being understood and agreed that any such return

shall be made solely from Partnership assets.

Section 3.05. Capital Accounts. The appropriate capital account of each

Partner shall be determined and maintained in accordance with the rules of

Treas. Reg. Section 1.704-1(b)(2)(iv) and the appropriate initial capital

account of each Partner shall be increased by (a) the amount of each Partner's

additional cash capital contribution, (b) the fair market value of any

additional property contributed by the Partner to the Partnership (net of

liabilities securing such contributed property that the Partnership is

considered to assume or take subject to under Section 752 of the Code) and (c)

allocations to the Partner of Partnership income and gain (or items thereof,

including

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income and gain exempt from tax and income and gain described in Treas. Reg.

Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas.

Reg. Section 1.704-1(b)(4)(i); and decreased by (d) the amount of cash

distributed to the Partner by the Partnership, (e) the fair market value of

property distributed to the Partner by the Partnership (net of liabilities

securing such distributed property that such Partner is considered to assume or

take subject to under Section 752 of the Code), (f) allocations to the Partner

of expenditures of the Partnership described in Section 705(a)(2)(B) of the

Code, and (g) allocations of Partnership loss and deduction (or item thereof),

including loss and deduction described in Treas. Reg. Section

1.704-1(b)(2)(iv)(g), but excluding items described in subparagraph (f) of this

Section and loss or deduction described in Treas. Reg. Section 1.704-1(b)(4)(i)

or (iii); provided, however, that each Partner's capital account shall be

otherwise adjusted as required by Treas. Reg. Section 1.704-1(b)(2)(iv). Each

Partner who has more than one interest in the Partnership shall have a single

capital account that reflects all such interests as required by Treas. Reg.

Section 1.704-1(b).

Section 3.06. Capital Account Restatement. The appropriate capital

accounts of the Partners shall be restated in the event that additional

contributions are made to the Partnership, Partnership property is distributed

to a Partner, a new Partner is admitted to the Partnership, a Partner withdraws

from the Partnership, the Partnership is dissolved or in any other event as the

General Partners deem appropriate; provided, however, that a capital account

restatement shall be effected in such manner and at such time as required by

Section 704(b) of the Code. The appropriate capital accounts shall be restated

by (a) determining the fair market value of all Partnership assets (taking

Section 7701(g) of the Code into account) as of the date of such restatement,

(b) allocating any unrealized income, gain, loss or deduction inherent in such

assets (that has not been reflected previously in the capital accounts) among

the Partners as if there were a taxable disposition of such assets for their

fair market value as of the date of such restatement, (c) making any adjustment

required in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(g) for

allocations to the Partners of depreciation, depletion, amortization and gain or

loss, as computed for book purposes, with respect to such assets, and (d)

determining the Partner's distributive share of depreciation, depletion

amortization, and gain or loss, as computed for tax purposes, with respect to

such assets so as to take into account the variation between the adjusted tax

basis and Book Value (as defined in Section 12.17) of such property in the same

manner as required by Section 704(c) of the Code.

Section 3.07. Deficit Capital Accounts. A deficit in the capital account

of a General Partner (but not a Limited Partner) shall be deemed to create a

debt from such General Partner to the Partnership in the event of the

dissolution of the Partnership as provided in Article Eight below.

<PAGE>

ARTICLE FOUR

ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION AND CREDIT

Section 4.01. Net Income and Net Loss. The terms "Net Income" or "Net

Loss," as the case may be, of the Partnership shall mean the Partnership's

taxable income or taxable loss for Federal income taxation purposes as

determined by the accountants then employed by the Partnership in accordance

with Section 703(a) of the Code, with the items required to be separately

stated by Section 703(a)(1) of the Code combined into a single net amount;

provided, however, that in the event the taxable income or taxable loss of the

Partnership for such fiscal year is later adjusted in any manner, as a result of

an audit by the Internal Revenue Service (the "Service") or otherwise, then the

taxable income or taxable loss of the Partnership shall be adjusted to the same

extent. "Net Income" and "Net Loss" shall be further adjusted as follows:

a. "Net Income" and "Net Loss," as the case may be, shall be adjusted

to treat items of tax-exempt income described in Section

705(a)(1)(B) of the Code as items of gross income, and to treat as

deductible items all non-deductible, non-capital expenditures

described in Section 705(a)(2)(B) of the Code, including any items

treated under Treas. Reg. Section 1.704-1(b)(2)(iv) as items

described in Section 705(a)(2)(B) of the Code.

b. In lieu of depreciation, depletion, cost recovery and amortization

deductions allowable for Federal income taxation purposes to the

Partnership with respect to property contributed to the Partnership

by a Partner, there shall be taken into account an amount equal to

the product derived by multiplying the Book Value (as defined in

Section 12.17) of such property at the beginning of such fiscal year

by a fraction, the numerator of which is the amount of depreciation,

depletion, cost recovery or amortization deductions allowable with

respect to such property for Federal income taxation purposes and

the denominator of which is the adjusted basis for Federal income

taxation purposes of such property at the beginning of such fiscal

year.

c. In lieu of actual gain or loss recognized by the Partnership for

Federal income taxation purposes as a result of the sale or other

disposition of property of the Partnership, there shall be taken

into account the gain or loss that would have been recognized by the

Partnership for Federal income taxation purposes if the Book Value

(as defined in Section 12.17) of such property as of the date sold

or otherwise disposed of by the Partnership were its adjusted basis

for Federal income taxation purposes.

<PAGE>

Section 4.02. Allocation of Net Income and Net Loss. After giving effect

to the special allocations set forth in Sections 4.03, 4.04 and 4.06 hereof:

a. Net Income. Net Income for the fiscal year shall be allocated in the

following order of priority:

i. First, one hundred percent (100%) to the General Partners, in

proportion to which the number of capital units held by each

General Partner bears to the total number of capital units

held by all General Partners, until aggregate Net Income

allocated to the General Partners under this Section

4.02(a)(i) for such fiscal year and all previous fiscal years

is equal to the aggregate losses allocated to the General

Partners pursuant to Section 4.02(b)(ii) for all prior fiscal

years; and

ii. Second, the balance, if any, to all Partners, in proportion to

which the number of capital units held by each Partner bears

to the total number of capital units held by all Partners.

b. Net Loss. Net Loss for the fiscal year shall be allocated in the

following order of priority:

i. First, one hundred percent (100%) shall be allocated among all

the Partners, in proportion to which the number of capital

units held by each Partner bears to the total number of

capital units held by all Partners, to the extent that such

allocation would not cause the Limited Partners to have

Adjusted Capital Account Deficits at the end of such fiscal

year; and

ii. Second, the balance, if any, shall be allocated among all the

General Partners, in proportion to which the number of capital

units held by each General Partner bears to the total number

of capital units held by all General Partners.

Section 4.03. Special Allocations. The following special allocations shall

be made in the following order:

a. Minimum Gain Chargeback. Notwithstanding any other provision of this

Article Four, if there is a net decrease in Partnership Minimum Gain

during any Partnership fiscal year, each General Partner, Limited

Partner and assignee or transferee of a partnership interest shall

be specially allocated items of Partnership income and gain for such

fiscal year (and, if necessary, subsequent years) in an amount equal

to the greater of (i) the portion of such General Partner's, Limited

Partner's or assignee's or transferee's share of the net decrease in

Partnership Minimum Gain, determined in accordance with Treas. Reg.

Section

<PAGE>

1.704-2(g)(1) that is allocable to the disposition of Partnership

property subject to nonrecourse liabilities (as defined in Treas.

Reg. Section 1.704-2(b)(3)), determined in accordance with Treas.

Reg. Section 1.704-2(d), or (ii) if such General Partner, Limited

Partner or assignee or transferee of a partnership interest would

otherwise have an Adjusted Capital Account Deficit at the end of

such year, an amount sufficient to eliminate such Adjusted Capital

Account Deficit. Allocations pursuant to the previous sentence shall

be made in proportion to the respective amounts required to be

allocated to each General Partner, Limited Partner and assignee or

transferee of a partnership interest pursuant thereto. The items to

be so allocated shall be determined in accordance with Treas. Reg.

Section 1.704-2(f). This Section 4.03(a) is intended to comply with

the minimum gain chargeback requirement in such Section of the

Regulations and shall be interpreted consistently therewith. To the

extent permitted by such Section and only for the purposes of this

Section 4.03(a), each General Partner's, Limited Partner's and

assignee's or transferee's Adjusted Capital Account Deficit shall be

determined prior to any other allocations pursuant to this Article

Four with respect to such fiscal year and without regard to any net

decrease in Partner Minimum Gain during such fiscal year.

b. Partner Minimum Gain Chargeback. Notwithstanding any other provision

of this Article Four except Section 4.03(a), if there is a net

decrease in Partner Minimum Gain attributable to a Partner

Nonrecourse Debt during any Partnership fiscal year, each General

Partner, Limited Partner or assignee or transferee of a partnership

interest who has a share of the Partner Minimum Gain attributable to

such Partner Nonrecourse Debt, determined in accordance with Treas.

Reg. Section 1.704-2(i)(5), shall be specially allocated items of

Partnership income and gain for such year (and, if necessary,

subsequent years) in an amount equal to the greater of (i) the

portion of such General Partner's, Limited Partner's or assignee's

or transferee's share of the net decrease in Partner Minimum Gain

attributable to such Partner Nonrecourse Debt, determined in

accordance with Treas. Reg. Section 1.704-2(i)(5), that is allocable

to the disposition of Partnership property subject to such Partner

Nonrecourse Debt, determined in accordance with Treas. Reg. Section

1.704-2(i)(4), or (ii) if such General Partner, Limited Partner or

assignee or transferee of a partnership interest would otherwise

have an Adjusted Capital Account Deficit at the end of such year, an

amount sufficient to eliminate such Adjusted Capital Account

Deficit. Allocations pursuant to the previous sentence shall be made

in proportion to the respective amounts required to be allocated to

each General Partner, Limited Partner and assignee or transferee of

a partnership interest pursuant thereto. The items to be so

allocated shall be determined in accordance with Treas. Reg. Section

1.704-2(i)(4). This Section 4.03(b) is intended to comply with the

minimum gain chargeback requirement in such Section and shall be

interpreted consistently therewith. Solely for the purposes of this

Section 4.03(b), each General Partner's, Limited Partner's,

assignee's or transferee's Adjusted Capital Account Deficit shall be

determined prior to any other allocations pursuant to this Article

Four with respect to such fiscal year, other than

<PAGE>

allocations pursuant to Section 4.03(a) hereof.

c. Qualified Income Offset. In the event any Limited Partner or

assignee or transferee of a limited partnership interest

unexpectedly receives any adjustments, allocations, or distributions

described in Treas, Reg. Section 1.704 1(b)(2)(ii)(d)(4),

1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of

Partnership income and gain shall be specially allocated to each

such Limited Partner or assignee or transferee of a limited

partnership interest in an amount and manner sufficient to

eliminate, to the extent required by Treas. Reg. Section

1.704-1(b)(2)(ii)(d), the Adjusted Capital Account Deficit of such

Limited Partner or assignee or transferee of a limited partnership

interest as quickly as possible, provided that an allocation

pursuant to this Section 4.03(c) shall be made only if and to the

extent that such Limited Partner or assignee or transferee of a

limited partnership interest would have an Adjusted Capital Account

Deficit after all other allocations provided for in this Article

Four have been tentatively made as if this Section 4.03(c) were not

in the Agreement.

d. Gross Income Allocation. In the event any Limited Partner or

assignee or transferee of a limited partnership interest has a

deficit capital account at the end of any Partnership fiscal year

which is in excess of the sum of (i) the amount such Limited Partner

or assignee or transferee of a limited partnership interest is

obligated to restore pursuant to any provision of this Agreement,

and (ii) the amount such Limited Partner or assignee or transferee

of a limited partnership interest is deemed to be obligated to

restore pursuant to the penultimate sentences of Treas. Regs.

Sections 1.704 2(g)(1) and 1.704-2(i)(5), each such Limited Partner

or assignee or transferee of a limited partnership interest shall be

specially allocated items of Partnership income and gain in the

amount of such excess as quickly as possible, provided that an

allocation pursuant to this Section 4.03(d) shall be made only if

and to the extent that such Limited Partner or assignee or

transferee of a limited partnership interest would have a deficit

capital account in excess of such sum after all other allocations

provided for in this Article Four have been tentatively made as if

Section 4.03(c) above and this Section 4.03(d) were not in the

Agreement.

e. Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year

or other period shall be specially allocated as provided in Section

4.02(a)(ii) above.

f. Partner Loan Nonrecourse Deductions. Any Partner Loan Nonrecourse

Deductions for any fiscal year or other period shall be specially

allocated to the Partner or assignee or transferee of a partnership

interest who bears the economic risk of loss with respect to the

Partner Nonrecourse Debt to which such Partner Loan Nonrecourse

Deductions are attributable in accordance with Treas. Reg. Section

1.704-2(i).

<PAGE>

g. Section 754 Adjustments. To the extent Treas. Reg. Section

1.704-(b)(2)(iv)(m) requires an adjustment to the adjusted tax basis

of any Partnership asset pursuant to Code Section 734(b) or Code

Section 743(b) to be taken into account in determining capital

accounts, the amount of such adjustment to the capital accounts

shall be treated as an item of gain (if the adjustment increases the

basis of the asset) or loss (if the adjustment decreases such basis)

and such gain or loss shall be specially allocated to the Partners

and assignees or transferees of a partnership interest in a manner

consistent with the manner in which their capital accounts are

required to be adjusted pursuant to such Section of the Regulations.

Section 4.04. Curative Allocations

a. The "Regulatory Allocations" consist of the "Basic Regulatory

Allocations," as defined in Section 4.04(b) hereof, the "Nonrecourse

Regulatory Allocations," as defined in Section 4.04(c) hereof, and

the "Partner Nonrecourse Regulatory Allocations," as defined in

Section 4.04(d) hereof.

b. The "Basic Regulatory Allocations" consist of (i) allocations

pursuant to Section 4.02(b)(ii) hereof, and (ii) allocations

pursuant to Sections 4.03(c), 4.03(d), and 4.03(g) hereof.

Notwithstanding any other provision of this Agreement, other than

the Regulatory Allocations, the Basic Regulatory Allocations shall

be taken into account in allocating items of income, gain, loss and

deduction among the General Partners, Limited Partners and assignees

or transferees of a partnership interest so that, to the extent

possible, the net amount of such allocations of other items and the

Basic Regulatory Allocations to each General Partner, Limited

Partner and assignee or transferee of a partnership interest shall

be equal to the net amount that would have been allocated to each

such General Partner, Limited Partner and assignee or transferee of

a partnership interest if the Basic Regulatory Allocations had not

occurred. For purposes of applying the foregoing sentence,

allocations pursuant to this Section 4.04(b) shall only be made with

respect to allocations pursuant to Section 4.03(g) hereof to the

extent the General Partner or General Partners reasonably determine

that such allocations will otherwise be inconsistent with the

economic agreement among the parties to this Agreement.

c. The "Nonrecourse Regulatory Allocations" consist of all allocations

pursuant to Sections 4.03(a) and 4.03(e) hereof. Notwithstanding any

other provision of this Agreement, other than the Regulatory

Allocations, the Nonrecourse

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