THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

EXHIBIT 3.2

NRP (GP) LP

A Delaware Limited Partnership

THIRD

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

January 4, 2007

TABLE OF CONTENTS

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THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

NRP (GP) LP

     THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this " Agreement ") of NRP (GP) LP, a Delaware limited partnership (the " Partnership "), is made and entered into as of this 4 ^th day of January, 2007 (the " Effective Date ") by and among GP Natural Resource Partners LLC, a Delaware limited liability company, as the general partner, and the Persons listed as limited partners in Schedule I hereto (the " Limited Partners ").

     This Agreement amends and restates in its entirety the original Limited Partnership Agreement dated as of April 9, 2002 between the General Partner, New Gauley, Western Pocahontas, Great Northern and Ark Land Company (the " Original Limited Partnership Agreement "), as amended by the Amended and Restated Limited Partnership Agreement dated as of October 17, 2002 among GP Natural Resource Partners LLC and the Persons listed as limited partners in Schedule I thereto, and as further amended by the Second Amended and Restated Limited Partnership Agreement dated as of December 22, 2003 among GP Natural Resource Partners LLC and the Persons listed as limited partners in Schedule I thereto (the " Second Amended and Restated Limited Partnership Agreement ").

ARTICLE I
DEFINITIONS

     For purposes of this Agreement:

     " AAA " is defined in Section 7.8(d)(iv).

     " Acceptance Notice " is defined in Section 7.7(b).

     " Act " means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

     " Adena " means Adena Minerals LLC, a Delaware limited liability company.

      "Adena Director " means the individual designated by Adena to serve as a member of the board of directors of the General Partner, other than an Independent Director (as defined in the General Partner’s Fourth Amended and Restated Limited Liability Company Agreement, as such agreement may be amended from time to time).

     " Adjusted Capital Account Deficit " means, with respect to a Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant Taxable Year, after giving effect to the following adjustments:

     (a) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and

     (b) Debit to such Capital Account the items described in Regulation 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).

     The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Sections 1.704(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     " Affiliate " means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

     " Agreement " means this Third Amended and Restated Limited Partnership Agreement, as amended from time to time in accordance with its terms.

     " Available Cash " means, with respect to a fiscal quarter, all cash and cash equivalents of the Partnership at the end of such quarter less (a) distributions received by the Partnership from the Master Limited Partnership with respect to Incentive Distribution Rights and (b) the amount of cash reserves that is necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership) subsequent to such quarter or (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Partnership is a party or by which it is bound or its assets or Property is subject; provided, however , that disbursements made by the Master Limited Partnership to the Partnership (other than distributions with respect to Incentive Distribution Rights) or cash reserves established, increased or reduced after the expiration of such quarter but on or before the date of determination of Available Cash with respect to such quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, during such quarter if the General Partner so determines in its reasonable discretion.

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

     " Call Notice " is defined in Section 7.8(c).

     " Call Period " is defined in Section 7.8(c).

     " Call Price " is defined in Section 7.8(f).

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     " Call Right " is defined in Section 7.8(c).

     " Call Terms " is defined in Section 7.8(e).

     " Capital Account " means, with respect to any Partner, a separate account established by the Partnership and maintained for each Partner in accordance with Section 3.4 hereof.

     " Capital Contribution " means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any Property (other than money) contributed to the Partnership by such Partner with respect to its Partnership Interest pursuant to the terms of this Agreement. Any reference in this Agreement to the Capital Contribution of a Partner shall include a Capital Contribution of its predecessors in interest.

     " Certificate " means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of Delaware, as amended or restated from time to time.

     " claims " is defined in Section 10.4.

     " Code " means the United States Internal Revenue Code of 1986, as amended.

     " Commission " means the U.S. Securities and Exchange Commission.

     " Depreciation " means, for each Taxable Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Taxable Year, 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 Taxable Year, 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 Taxable Year bears to such beginning adjusted tax basis; provided, however , that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Taxable Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

     " Economic Risk of Loss " shall have the meaning set forth in Regulation Section 1.752-2(a).

     " Effective Date " is defined in the preamble.

     " Electing Limited Partners " means the Limited Partners that elect to purchase Limited Partnership Interests pursuant to Section 7.8(i).

     " Encumbrance " means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, any defect or imperfection in title, preferential arrangement or restriction, right to purchase, right of first refusal or other burden or encumbrance of any kind, other than those imposed by this Agreement.

     " First Refusal Notice " is defined in Section 7.7(a).

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     " General Partner " means GP Natural Resource Partners LLC, a Delaware limited liability company, any successor thereto, and any Persons hereafter admitted as additional general partners, each in its capacity as a general partner of the Partnership.

     " Great Northern " means Great Northern Properties Limited Partnership, a Delaware limited partnership.

     " Gross Asset Value " means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows and as otherwise provided in Section 3.2(b):

     (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 reasonably determined by the General Partner; in a manner that is consistent with Section 7701(g) of the Code, provided, however , that the initial Gross Asset Values of the assets contributed to the Partnership pursuant to Section 3.1 hereof shall be as set forth in such section or the schedule referred to therein;

     (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, in a manner that is consistent with section 7701(g) of the Code, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution or for the provision of services; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property other than money as consideration for an interest in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g); provided, however , that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Tax Matters Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

     (c) The Gross Asset Value of any Partnership assets distributed to any Partner shall be adjusted to equal the gross fair market value of such asset on the date of distribution as reasonably determined by the General Partner, in a manner that is consistent with Section 7701(g) of the Code; and

     (d) The Gross Asset Values of any Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of Profits and Losses, provided, however , that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent the Tax Matters Partner determines that an adjustment pursuant to the foregoing subparagraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

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     If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b), or (d), 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.

     " Holder " is defined in Section 10.1.

     " HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

     " IDR Available Cash " means, with respect to a fiscal quarter, the IDR Distribution Amount; provided, however , that distributions made by the Master Limited Partnership to the Partnership with respect to Incentive Distribution Rights after the expiration of such quarter but on or before the date of determination of IDR Available Cash with respect to such quarter shall be deemed to have been made for purposes of determining IDR Available Cash during such quarter if the General Partner so determines in its reasonable discretion.

     " IDR Distribution Amount " means, with respect to any quarter, all distributions received by the Partnership from the Master Limited Partnership with respect to the Incentive Distribution Rights.

     " IDR Percentage Interest " of a Partner means the aggregate percentage, if any, set forth opposite such Partner’s name under the column "IDR Percentage Interest" in Schedule I hereto, as the same may be modified from time to time as provided herein.

     " Incentive Distribution Rights " means the incentive distribution rights issued by the Master Limited Partnership.

     " Indemnified Persons " is defined in Section 10.4.

     " Investor Rights Agreement " means that certain Investor Rights Agreement of even date herewith by and among Adena, the Partnership, the General Partner and Robertson Coal Management LLC.

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

     " Limited Partnership Interest " means, a limited partnership interest in the Partnership, which refers to all of a limited partner’s rights and interests in the Partnership in such Person’s capacity as a limited partner thereof, including without limitation such limited partner’s IDR Percentage Interest, all as provided in the Partnership Agreement and the Act.

     " Liquidating Trustee " is defined in Section 8.3(a).

     " Losses " is defined in the definition of "Profits" and "Losses".

     " Master Limited Partnership " means Natural Resource Partners L.P., and any successor thereto.

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     " Master Limited Partnership Agreement " means the Second Amended and Restated Agreement of Limited Partnership of the Master Limited Partnership, dated as of the Effective Date, as amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

     " Minimum Gain " shall have the meaning assigned to that term in Regulation Section 1.704-2(d).

     " New Gauley " shall mean New Gauley Coal Corporation, a West Virginia corporation.

     " Nonrecourse Deduction s " shall have the meaning assigned to that term in Regulation Section 1.704-2(b)(1).

     " Nonrecourse Liability " shall have the meaning assigned to that term in Regulation Section 1.752-1(a)(2).

     " Non-Selling Partner " is defined in Section 7.7(b).

     " Notice " means a writing, containing the information required by this Agreement to be communicated to a party, and shall be deemed to have been received (a) when personally delivered or sent by telecopy, (b) one day following delivery by overnight delivery courier with all delivery charges pre-paid, or (c) on the third Business Day following the date on which it was sent by United States mail postage prepaid, to such party at the address or fax number, as the case may be, of such party as shown on the records of the Partnership.

     " Offer " is defined in Section 7.7(a).

     " Offeror " is defined in Section 7.7(a).

     " Omnibus Agreement " means the Omnibus Agreement dated as of October 17, 2002 among the Partnership, the General Partner, NRP Operating LLC, the Master Limited Partnership, Arch Coal, Inc., Ark Land Company, New Gauley, Western Pocahontas, Great Northern and Robertson Coal Management LLC .

     " Optioned Interest " is defined in Section 7.7(a).

     " Original Limited Partnership Agreement " is defined in the preamble hereof.

     " Partner " means the General Partner or any of the Limited Partners, and "Partners" means the General Partner and all of the Limited Partners.

     " Partner Nonrecourse Debt " shall have the meaning assigned to the term "partner nonrecourse debt" in Regulation Section 1.704-2(b)(4).

     " Partner Nonrecourse Debt Minimum Gain " shall have the meaning assigned to the term "partner nonrecourse debt minimum gain" set forth in Regulation Section 1.704-2(i)(2).

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     " Partner Nonrecourse Deductions " shall have the meaning assigned to the term "partner nonrecourse deduction" in Regulation Section 1.704-2(i)(1).

     " Partnership " is defined in the preamble hereof.

     " Partnership Interest " means a Partner’s limited partnership or general partnership interest in the Partnership which refers to all of a Partner’s rights and interests in the Partnership in such Partner’s capacity as a Partner, all as provided in this Agreement and the Act.

     " Percentage Interest " of a Partner means the aggregate percentage set forth opposite such Partner’s name under the column "Percentage Interest" in Schedule I hereto, as the same may be modified from time to time as provided herein.

     " Permitted Transfer " shall mean:

     (a) a Transfer of all of a Partnership Interest by any Partner who is a natural person to (i) such Partner’s spouse, children (including legally adopted children and stepchildren), spouses of children or grandchildren or spouses of grandchildren, (ii) a trust for the benefit of the Partner and/or any of the Persons described in clause (i), or (iii) a limited partnership or limited liability company whose sole partners or members, as the case may be, are the Partner and or any of the Persons described in clause (i) or clause (ii); provided, that in any of clauses (i), (ii), or (iii), the Partner transferring such Partnership Interest retains exclusive power to exercise all rights under this Agreement;

     (b) a Transfer of all of a Partnership Interest by any Partner to the Partnership;

     (c) a Transfer of all of a Partnership Interest by a Partner to any Affiliate of such Partner; provided, however, that such transfer shall be a Permitted Transfer only so long as such Partnership Interest is held by such Affiliate or is otherwise transferred in another Permitted Transfer.

      Provided, however, that Adena may Transfer any or all of its Partnership Interest in a Permitted Transfer. Except in the case of a Permitted Transfer pursuant to clause (b) above, from and after the date on which a Permitted Transfer becomes effective, the Permitted Transferee of the Partnership Interest so transferred shall have the same rights, and shall be bound by the same obligations, under this Agreement as the transferor of such Partnership Interest, or portion thereof, and shall be deemed for all purposes hereunder a Partner and such Permitted Transferee shall, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement. No Permitted Transfer shall conflict with or result in any violation of any judgment, order, decree, statute, law, ordinance, rule or regulation or require the Partnership, if not currently subject, to become subject, or if currently subject, to become subject to a greater extent, to any statute, law, ordinance, rule or regulation, excluding matters of a ministerial nature that are not materially burdensome to the Partnership.

     " Permitted Transferee " shall mean any Person who shall have acquired and who shall hold a Partnership Interest pursuant to a Permitted Transfer.

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     " Person " means any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or other legal entity of any kind.

     " Piggyback Notice " is defined in Section 10.3.

     " Profits " and " Losses " means, for each Taxable Year, an amount equal to the Partnership’s net taxable income or loss for a taxable year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in computing such taxable income or loss), with the following adjustments (without duplication):

     (a) 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;

     (b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulation Section l.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;

     (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (b) or (c) of the definition of Gross Asset Value the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

     (d) Gain or loss resulting from any disposition of Property (other than money) 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;

     (e) 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 Taxable Year computed in accordance with the definition of Depreciation;

     (f) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulation Sections 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment 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) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

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     (g) Any items that are allocated pursuant to the Regulatory Allocations shall not be taken into account in computing Profits and Losses. The amounts of the items of Partnership income, gain, loss or deduction available to be allocated pursuant to the Regulatory Allocations shall be determined by applying rules analogous to those set forth in clauses (a) through (f) hereof.

     " Property " means all assets, real or intangible, that the Partnership may own or otherwise have an interest in from time to time.

     " Put Notice " is defined in Section 7.8(b).

     " Put Period " is defined in Section 7.8(b).

     " Put Price " is defined in Section 7.8(f).

     " Put Right " is defined in Section 7.8(b).

     " Put Terms " is defined in Section 7.8(d).

     " Put/Call Event " is defined in Section 7.8(a).

     " Put/Call Expiration Date " means the earliest to occur of (i) seven years from the Effective Date, (ii) the first date on which Adena does not own beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) either (A) an amount of limited partner interests in the Master Limited Partnership comprising more than 5% of the aggregate limited partner interests in the Master Limited Partnership then issued and outstanding or (B) an amount of Limited Partnership Interests comprising more than 5% of the aggregate Limited Partnership Interests then issued and outstanding, and (iii) the consummation of a Qualified Initial Public Offering.

     " Qualified Initial Public Offering " means the initial offering and sale by the Partnership of Limited Partnership Interests to the public pursuant to a registration statement that has been declared effective by the Commission and which results in the listing or quotation of such Limited Partnership Interests on a national securities exchange or quotation system.

     " Regulations " means the regulations, including temporary regulations promulgated by the United States Department of Treasury with respect to the Code, as such regulations are amended from time to time or corresponding provisions of future regulations.

     " Regulatory Allocations " is defined in Section 5.3(h).

     " Second Amended and Restated Limited Partnership Agreement " is defined in the preamble.

     " Selling Partner " is defined in Section 7.7(a).

     " Tax Matters Partner " is defined in Section 6.1(c).

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     " Taxable Year " means the calendar year.

     " Transfer " or " Transferred " means to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, voluntarily or involuntarily, by operation of law or otherwise. When referring to a Partnership Interest, "Transfer" shall mean the Transfer of any or all of such Partnership Interest whether of record, beneficially, by participation or otherwise, other than an indirect Transfer, or a Transfer of beneficial ownership, of any or all of the Partnership Interest held of record by (i) Adena under circumstances in which Christopher Cline and his Affiliates control Adena immediately after such Transfer, (ii) any of Western Pocahontas, New Gauley or NRP Investment L.P. under circumstances in which Corbin J. Robertson, Jr. and his Affiliates control such Partner immediately after such Transfer and (iii) Great Northern under circumstances in which the partners in Great Northern as of the date of this Agreement and their respective Affiliates control Great Northern immediately after such Transfer. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person whether through (A) the ownership of voting securities, general partner interests or managing member interests, (B) the right to appoint directors or managers, or (C) by contract.

     " Western Pocahontas " shall mean Western Pocahontas Properties Limited Partnership, a Delaware limited partnership.

     " WPP Group " shall mean collectively Western Pocahontas, Great Northern and New Gauley.

ARTICLE II
ORGANIZATION

      2.1 Formation of Limited Partnership

     The Partners have previously formed the Partnership as a limited partnership pursuant to the provisions of the Act, and the parties hereto hereby agree to amend and restate the Second Amended and Restated Limited Partnership Agreement. The parties hereto acknowledge that they intend that the Partnership be taxed as a partnership and not as an association taxable as a corporation 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 Name of Partnership

     The name of the Partnership is NRP (GP) LP, or such other name as the General Partner may hereafter adopt from time to time. The General Partner shall execute and file in the proper offices such certificates as may be required by any assumed name act or similar law in effect in the jurisdictions in which the Partnership may elect to conduct business.

      2.3 Principal Office; Registered Office

     The principal office address of the Partnership is located at 601 Jefferson Street, Suite 3600, Houston, Texas 77002, or such other place as the General Partner designates from time to time. The registered office address and the name of the registered agent of the

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Partnership for service of process on the Partnership in the State of Delaware is as stated in the Certificate or as designated from time to time by the General Partner.

      2.4 Term of Partnership

     The term of the Partnership commenced on April 9, 2002, and shall continue until dissolved pursuant to Section 8.1 hereof. The legal existence of the Partnership as a separate legal entity continues until the cancellation of the Certificate.

      2.5 Purpose of Partnership

     The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, (a) acting as the general partner of the Master Limited Partnership pursuant to the Master Limited Partnership Agreement, (b) holding the general partner interest in the Master Limited Partnership and a portion of the Incentive Distribution Rights and (c) engaging in any and all activities necessary or incidental to the foregoing.

      2.6 Actions by Partnership

     The Partnership may execute, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out its objects.

      2.7 Reliance by Third Parties

     Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of the General Partner as herein set forth.

ARTICLE III
CAPITAL

      3.1 Capital Contributions

     (a) On or before the date of this Agreement, each Partner agrees to make, or shall have made, a Capital Contribution consisting of cash or property as set forth opposite such Partner’s name on Schedule I hereto.

     (b) Each Partner agrees to make Capital Contributions in proportion to such Partner’s Percentage Interest for equity issuances by the Master Limited Partnership pursuant to Section 5.2(b) of the Master Limited Partnership Agreement.

      3.2 Additional Capital Contributions

     (a) No Partner shall be required to make any additional Capital Contribution other than as required under Section 3.1.

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     (b) The Partnership may offer additional Partnership Interests to any Person with the approval of the General Partner. The terms of admission or issuance may be reflected in an amendment to this Agreement, including an amendment to Schedule I to reflect revised Percentage Interests and IDR Percentage Interests.

      3.3 Loans

     (a) No Partner shall be obligated to loan funds to the Partnership. Loans by a Partner to the Partnership shall not be considered Capital Contributions. The amount of any such loan shall be a debt of the Partnership owed to such Partner in accordance with the terms and conditions upon which such loan is made.

     (b) A Partner may (but shall not be obligated to) guarantee a loan made to the Partnership. If a Partner guarantees a loan made to the Partnership and is required to make payment pursuant to such guarantee to the maker of the loan, then the amounts so paid to the maker of the loan shall be treated as a loan by such Partner to the Partnership and not as an additional Capital Contribution.

      3.4 Maintenance of Capital Accounts

     (a) The Partnership shall maintain for each Partner a separate Capital Account with respect to the Partnership Interest owned by such Partner in accordance with the following provisions:

     (i) To each Partner’s Capital Account there shall be credited (A) such Partner’s Capital Contributions, (B) such Partner’s share of Profits and any items in the nature of income or gain which are allocated to such Partner pursuant to the Regulatory Allocations, (C) items of income or gain which are allocated to such Partner pursuant to Section 5.3(e) and (D) the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note (or a Partner related to the maker of the note within the meaning of Regulation Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Partner until the Partnership makes a taxable disposition of the note or until (and only to the extent) principal payments are made on the note, all in accordance with Regulation Section l.704-l(b)(2)(iv)(d)(2);

     (ii) To each Partner’s Capital Account there shall be debited (A) the amount of money and the Gross Asset Value of any Property distributed or treated as an advance distribution to such Partner pursuant to any provision of this Agreement (including without limitation any distributions pursuant to Section 4.1), (B) such Partner’s share of Losses and any items in the nature of deduction or loss which are allocated to such Partner pursuant to the Regulatory Allocations and (C) the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any Property contributed by such Partner to the Partnership:

     (iii) In the event Partnership Interests are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the

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transferor to the extent such Capital Account relates to the Transferred Partnership Interests; and

     (iv) In determining the amount of any liability for purposes of Sections 3.4(a)(i) and (ii) there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

     (b) The foregoing Section 3.4(a) and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulation Section 1.704-1(b) and, to the greatest extent practicable, shall be interpreted and applied in a manner consistent with such Regulation. The General Partner in its discretion and to the extent otherwise consistent with the terms of this Agreement shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulation Section l.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulation Section 1.704-1(b).

      3.5 Capital Withdrawal Rights, Interest and Priority

     Except as expressly provided in this Agreement, no Partner shall be entitled to (a) withdraw or reduce such Partner’s Capital Contribution or to receive any distributions from the Partnership, or (b) receive or be credited with any interest on the balance of such Partner’s Capital Contribution at any time. An unrepaid Capital Contribution is not a liability of the Partnership or of any Partner.

ARTICLE IV
DISTRIBUTIONS

      4.1 Distributions of Available Cash

     An amount equal to 100% of Available Cash and IDR Available Cash with respect to each fiscal quarter of the Partnership shall be distributed to the Partners in proportion to their relative Percentage Interests and their relative IDR Percentage Interests, respectively, within forty-five days after the end of such quarter.

      4.2 Persons Entitled to Distributions

     All distributions of Available Cash and IDR Available Cash to Partners for a fiscal quarter pursuant to Section 4.1 shall be made to the Partners shown on the records of the Partnership to be entitled thereto as of the last day of such quarter unless the transferor and transferee of any Partnership Interest otherwise agree in writing to a different distribution and such distribution is consented to in writing by the General Partner.

      4.3 Limitations on Distributions

     (a) Notwithstanding any provision of this Agreement to the contrary no distributions shall be made except pursuant to this Article IV or Article VIII.

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     (b) Notwithstanding any provision of this Agreement to the contrary, no distribution hereunder shall be permitted if such distribution would violate Section 17-607 of the Act or other applicable law.

ARTICLE V
ALLOCATIONS

      5.1 Profits

     After giving effect to the special allocations set forth in Section 5.3, Profits for any Taxable Year shall be allocated:

     (a) first to those Partners to which Losses have previously been allocated pursuant to Section 5.2(d) hereof so as to bring each such Partner’s Capital Account to zero, pro rata in accordance with the sum of each such Partner’s Losses; and

     (b) second, any remaining Profits shall be allocated among the Partners in proportion to their respective Percentage Interests.

      5.2 Losses

     After giving effect to the special allocations set forth in Section 5.3, Losses for any Taxable Year shall be allocated:

     (a) first, to the Partners to which Profits have previously been allocated pursuant to Section 5.1(b) to the extent of such Profits;

     (b) second, among the Partners in proportion to their respective Percentage Interests provided however that no Partner shall be allocated any loss pursuant to this Section 5.2(b) which would result in a negative Capital Account balance for such Partner.

     (c) third, to Partners in proportion to their positive Capital Account balances until such Capital Account balances have been reduced to zero; and

     (d) fourth, any remaining Losses shall be allocated to the General Partner.

      5.3 Regulatory Allocations

     The following allocations shall be made in the following order:

     (a)  Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their Percentage Interests.

     (b)  Partner Nonrecourse Deductions . Partner Nonrecourse Deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partners bearing the Economic Risk of Loss for such Partner Nonrecourse Debt as determined under Regulation Section 1.704-2(b)(4). If more than one Partner bears the Economic Risk of Loss for such Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable to such Partner Nonrecourse Debt shall be allocated

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among the Partners according to the ratio in which they bear the Economic Risk of Loss. This Section 5.3(b) is intended to comply with the provisions of Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

     (c)  Minimum Gain Chargeback . Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Taxable Year (or if there was a net decrease in Minimum Gain for a prior Taxable Year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this Section 5.3(c) ), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in such Minimum Gain (as determined pursuant to Regulation Section 1.704-2(g)(2)). This Section 5.3(c) is intended to constitute a minimum gain chargeback under Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

     (d)  Partner Minimum Gain Chargeback . Notwithstanding any provision hereof to the contrary except Section 5.3(c) (dealing with Minimum Gain), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Taxable Year (or if there was a net decrease in Partner Nonrecourse Debt Minimum Gain for a prior Taxable Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this Section 5.3(d) ), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain (as determined pursuant to Regulation Section 1.704-2(i)(4)). This Section 5.3(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

     (e)  Priority Allocation . Items of Partnership income or gain shall be allocated to the Partners in proportion to their relative IDR Percentage Interests until the aggregate amount of such items allocated pursuant to this Section 5.3(e) for the current Taxable Year and all previous Taxable Years is equal to the cumulative IDR Distribution Amount from the Effective Date to a date forty-five days after the end of the current Taxable Year.

     (f)  Gross Income Allocation . In the event any Partner has an Adjusted Capital Account Deficit at the end of any Taxable Year, such Partner shall be specially allocated items of Partnership income and gain in the amount of such deficit balance as quickly as possible; provided , that, an allocation pursuant to this Section 5.3(e) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit balance after all other allocations provided for in this Article V have been made.

     (g)  Qualified Income Offset . In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided, that, an allocation pursuant to this Section 5.3(f) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been made.

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     (h)  Curative Allocations . The allocations set forth in Sections 5.3(a), (b), (c), (d), (f) and (g) hereof (the " Regulatory Allocations ") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.3(h). Therefore, notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all such items were allocated pursuant to Sections 5.1, 5.2 and 5.3(e) without regard to the Regulatory Allocations.

      5.4 Tax Allocations: Code Section 704(c)

     (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.

     (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of " Gross Asset Value "). The Partnership shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I .

     (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of "Gross Asset Value", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

     (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided , that the Partnership, in the discretion of the General Partner, may make, or not make, "curative" or "remedial" allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, "curative" allocations which offset the effect of the "ceiling rule" for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and "curative" allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.4 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

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      5.5 Change in Percentage Interests or IDR Percentage Interests

     In the event that the Partners’ Percentage Interests or IDR Percentage Interests change during a Taxable Year, Profits and Losses shall be allocated taking into account the Partners’ varying Percentage Interests and IDR Percentage Interests, as the case may be, for such Taxable Year, determined on a daily, monthly or other basis as determined by the General Partner, using any permissible method under Code Section 706 and the Regulations thereunder.

      5.6 Withholding

     Each Partner hereby authorizes the Partnership to withhold from income or distributions allocable to such Partner and to pay over any taxes payable by the Partnership or any of its Affiliates as a result of such Partner’s participation in the Partnership; if and to the extent that the Partnership shall be required to withhold any such taxes, such Partner shall be deemed for all purposes of this Agreement to have received a distribution from the Partnership as of the time such withholding is required to be paid, which distribution shall be deemed to be a distribution to such Partner to the extent that the Partner is then entitled to receive a distribution. To the extent that the aggregate of such distributions in respect of a Partner for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a demand loan from the Partnership to such Partner, with interest at the rate of interest per annum that Citibank, N.A., or any successor entity thereto, announces from time to time as its prime lending rate, which interest shall be treated as an item of Partnership income, until discharged by such Partner by repayment, which may be made in the sole discretion of the General Partner out of distributions to which such Partner would otherwise be subsequently entitled. The withholdings referred to in this Section 5.6 shall be made at the maximum applicable statutory rate under applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable, or that no withholding is applicable.

ARTICLE VI
MANAGEMENT

      6.1 Duties and Powers of the General Partner

     (a) The business and affairs of the Partnership shall be managed by the General Partner. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by nonwaivable provisions of applicable law, the General Partner shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Partnership, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. Without limiting the generality of the foregoing, the General Partner has full power and authority to execute, deliver and perform such contracts, agreements and other undertakings on behalf of the Partnership, without the consent or approval of any other Partner, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business and affairs of the Partnership.

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     (b) Each Limited Partner agrees to cooperate with the General Partner and to execute and deliver such documents, agreements and instruments, and do all such further acts, as deemed necessary or advisable by the General Partner to give effect to the exercise of the General Partner’s powers under this Section 6.1. Without limiting the foregoing, each Limited Partner hereby irrevocably appoints the General Partner as its proxy and attorney-in-fact (with full power of substitution and resubstitution) to vote or act by written consent with respect to i