ex102to8k06898_07092008.htm


    
      


       

      Exhibit
10.2


    

    


     

    


     

    
      
        

      



     

    


     

    


     

    MUSTANG
CAPITAL ADVISORS, LP

     

    


     

    A
Texas Limited Partnership

     

    


     

    


     

    


     

    


     

    Amended
and Restated

     

    Limited
Partnership Agreement

     

    


     

    


     

    


     

    


     

    


     

    July 9,
2008

     

     

     

    


     

    
      
        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    NOTICE

     

    


     

    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.

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE 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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          Table of Contents

        

      

       

      
        	 
      	
                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

              


      

       

      
        
          
          

        

        
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    AMENDED
AND RESTATED

     

    LIMITED
PARTNERSHIP AGREEMENT


     

    OF


     

    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.

     

    _____________

     

    Article I

    Definitions

     

    _____________

     

    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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        Table of Contents

      

    

     

    “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.

     

    _____________

     

    Article II

    General
Provisions

     

    _____________

     

    
      	
              2.1

            	
              Formation

            


    

     

    (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

            	
              Partnership
Name.

            


    

     

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

     

    
      	
              2.3

            	
              Fiscal
      Year.

            


    

     

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

     

    
      
        
        

      

      
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              2.4

            	
              Registered
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

            	
              Partners.

            


    

     

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

     

    
      	
              2.6

            	
              Purpose
      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

            	
              Assignability 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.

     

    _____________

     

    Article III

    Management
Of Partnership

     

    _____________

     

    
      	
              3.1

            	
              Management
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

            	
              Authority 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)           The
acquisition, sale or exchange by the Partnership (whether by purchase, sale or
exchange of stock or assets or by merger), directly or indirectly, in one or a
series of related transactions of any business or material amount of assets
outside of the ordinary course of business, or the merger or consolidation of
the Partnership with any other entity;

     

    (c)           The
making by the Partnership of a loan or advance to any Person in an amount in
excess of $50,000, the incurrence by the Partnership of indebtedness in an
amount in excess of $50,000 (with the exception of margin debt in connection
with the purchase of securities held in either Fund), or the guarantee or
assumption by the Partnership of, or the incurrence of any obligation by the
Partnership in respect of, the indebtedness of any Person;

     

    (d)           The
admission of additional Limited Partners to the Partnership, the determination
of the Capital Contributions and Partnership Percentages of such additional
Limited Partners and the priority and amount of distributions payable to such
additional Limited Partners;

     

    (e)           The
request for, or acceptance of, additional Capital Contributions from the
Partners; and

     

    (f)           The
liquidation, dissolution or winding up of the Partnership, or the commencement
by the Partnership of any proceeding under any United States federal or state
bankruptcy or insolvency law.

     

    
      	
              3.4

            	
              Reliance by Third
Parties.

            


    

     

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

     

    
      	
              3.5

            	
              Activity of General
Partner.

            


    

     

    The
General Partner hereby agrees to use its best efforts in connection with the
purposes of the Partnership and shall diligently and faithfully devote to such
purposes its time and activity; provided, however, that subject
to Article 11 hereof, nothing contained in this Section 3.5 shall preclude the
General Partner or any of its employees or agents from acting as a director,
officer or employee of any corporation, a trustee of any trust, or an executor
or administrative official of any other business entity; or from participating
in profits derived from the investments of any such corporation, trust, estate,
partnership or other business entity or person; or from engaging in any other
business or having other business interests, as long as such actions do not
unduly interfere with the General Partner’s management of the
Partnership.  The General Partner and its Affiliates may provide
services to the Partnership, provided, that any
services provided by any Affiliate of the General Partner are services that the
General Partner reasonably believes, at the time of requesting such services, to
be in the best interest of the Partnership, and provided further, that the
compensation to be paid for any such services and the other material terms of
any such transaction must be reasonable as compared to the compensation that
would be paid to and the terms that would be agreed to with an unrelated third
party for similar services under similar circumstances and must be approved by a
Majority-in-Interest of the Limited Partners.

     

    
      
        
        

      

      
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              3.6

            	
              Exculpation and Indemnification of the General
      Partner.

            


    

     

    (a)           The
General Partner and its employees, agents, authorized representatives and
Affiliates shall not be liable or accountable, in damages or otherwise, to the
Partnership or to any other Partner for any thing the General Partner may do or
refrain from doing on behalf of the Partnership, except in the case of the
General Partner’s willful breach of a material provision of this Agreement or
gross negligence in connection with the business and affairs of the
Partnership.

     

    (b)           Subject
to Section 3.6(c) below, the Partnership shall indemnify the General Partner, if
the General Partner was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, any Proceeding by reason of (or arising in part out of) any
event or occurrence related to the fact that the General Partner is or was a
director, officer, employee, controlling person, fiduciary or other agent or
affiliate of the Partnership, or is or was (or is alleged to be or to have been)
serving at the request of the Partnership as a director, officer, employee,
controlling person, fiduciary or other agent or affiliate of another
corporation, partnership, limited liability Partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part of the
General Partner while serving in such capacity, including, without limitation,
under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, or any other United States federal or state law or regulation,
at common law or otherwise, against (i) any and all Expenses (as defined below),
and (ii) all judgments, penalties, fines and amounts paid in settlement, in each
case actually and reasonably incurred by the General Partner, or on its behalf,
in connection with any such Proceeding or any claim, issue or matter
therein.

     

    (c)           It
shall be a condition of the required indemnification of the General Partner
pursuant to subsection 3.6(b) above that:

     

    
      	
               
      

            	
              (i)

            	
              the
      General Partner (x) acted in good faith and (y) reasonably
      believed that his conduct was (A) in the case of the General Partner
      in its official capacity, in the Partnership’s best interests or
      (B) in all other cases, at least not opposed to the Partnership’s
      best interests; and

            


    

     

    
      
        
        

      

      
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                (ii)

              	
                a
      determination that the foregoing standard of conduct necessary for
      indemnification has been met shall have been made by Independent
      Counsel.

              


      

       

    

    (d)           In
addition, the Partnership will advance, before the final disposition of any
Proceeding, all Expenses incurred by the General Partner in connection with any
Proceeding, within 30 days after the Partnership’s receipt of a statement or
statements from the General Partner requesting such advance or advances from
time to time.  Such statement or statements shall reasonably evidence
the Expenses and include or be preceded by an undertaking by or on behalf of the
General Partner to repay any Expenses advanced if it is ultimately determined
that the General Partner is not entitled to be indemnified against such
Expenses.  Any advances and undertakings to so repay shall be
unsecured and interest-free.

     

    (e)           To
obtain indemnification under this Section 3.6, the General Partner shall submit
to the Partnership a written request, including therein or therewith such
documentation and information as is reasonably available to the General Partner
and is reasonably necessary to determine whether and to what extent the General
Partner is entitled to indemnification.  Independent Counsel selected
by the General Partner shall make a determination that the standard of conduct
set forth in Section 3.6(c)(i) has been met no later than 90 days after such
written request has been received by the Partnership.

     

    (f)           The
rights granted pursuant to this Section 3.6 shall be deemed contract rights and
shall inure to the benefit of any Person entitled to indemnification and
advancement of Expenses under this Section 3.6 regardless of whether such Person
has executed or adopted this Agreement.  No amendment, modification or
repeal of this Section 3.6 shall have the effect of limiting or denying any such
rights with respect to actions taken or proceedings arising prior to any such
amendment, modification or repeal.

     

    (g)           Notwithstanding
any other provision of this Section 3.6, to the extent that the General Partner
has been successful on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, or in the defense of any
Proceeding or any claim, issue or matter therein, the General Partner shall be
indemnified against all Expenses incurred by the General Partner in connection
therewith.

     

    (h)           The
indemnification provided under this Section 3.6 shall continue as to the General
Partner for any action it took or did not take while serving in an indemnified
capacity even though the General Partner may have ceased to serve in such
capacity.

     

    
      
        
        

      

      
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    _____________

     

    Article IV

    Allocations;
Distributions

     

    _____________

     

    4.1           Allocations
of Taxable Items of Income or Loss.

     

    (a)           Except
as otherwise provided in Sections 4.1(b) and  4.2, Profits and Losses for
each Fiscal Year or Interim Period shall be allocated to the Partners in
proportion to their Partnership Percentages.  Notwithstanding the
foregoing, in the Fiscal Year in which the Partnership terminates pursuant to
Article IX and any Fiscal Years thereafter, Profits and Losses shall be
allocated to the Partners in whatever manner (including allocations of items of
income, gain, loss or deduction) so that after such allocations and all other
Capital Account adjustments for such Fiscal Year the respective Capital Account
balances of the Partners shall be in such ratios so to as nearly as possible
cause the distributions pursuant to Section 9.2(c) to be made first to
Linnartz in the amount contemplated in Section 4.7 (to the extent not previously
distributed) and then in accordance with the Partnership Percentages of the
Partners.

     

    (b)           Notwithstanding
anything contained herein, in the event that Code § 704(c) and regulations
thereunder do not provide for the allocation to Linnartz of income or loss
attributable to the Contributed Securities, upon the sale or other taxable
disposition of any of the Contributed Securities, Linnartz will be allocated
items of income, gain, loss or deduction (as the case may be) that are
attributable to the taxable income or loss realized by the Partnership with
respect to such sold or disposed of Contributed Securities, but in no event
shall the amount of income or gain allocated to Linnartz pursuant to this
Section 4.1(b) with respect to any Contributed Securities exceed the amount of
Pre-Contribution Gain attributable to the particular sold or disposed of
Contributed Securities.

     

    
      	
              4.2

            	
              Special
      Allocations.

            


    

     

    The
allocations set forth in this Section 4.2 are intended to comply with certain
requirements under section 704 of the Code.  Therefore,
notwithstanding any other provision of this Article 4, the General Partner
shall make the allocations set forth below in the following order:

     

    (a)           Minimum Gain
Chargeback.  To the extent required by Section 1.704-2(f)
of the Regulations, if there is a net decrease in “partnership minimum gain”
(within the meaning of Section 1.704-2(b)(2) of the Regulations) in a
Fiscal Year, then each Partner will be allocated items of income and gain for
that Fiscal Year, before any other allocation of Profits or Losses, equal to
that Partner’s share of the net decrease in partnership minimum
gain.  This Section 4.2(a) is intended to comply with the minimum
gain chargeback requirement set forth in Section 1.704-2(f) of the
Regulations relating to partnership non-recourse liabilities (as defined in
Section 1.704-2(b)(3) of the Regulations) and shall be interpreted
consistently therewith.

     

    (b)           Partner Minimum Gain
Chargeback.  If a Partner suffers a net decrease in “partner
nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4)
of the Regulations) in any Fiscal Year, then that Partner will be allocated
items of income and gain to the extent required by Section 1.704-2(i)(4) of
the Regulations.  This Section 4.2(b) is intended to comply with
the minimum gain chargeback requirement set forth in Section 1.704-2(i)(4)
of the Regulations relating to partner non-recourse debt (as defined in
Section 1.704-2(b)(4) of the Regulations) and shall be interpreted
consistently therewith.

     

    (c)           Qualified Income
Offset.  In the event any Partner unexpectedly receives any
adjustments, allocations, or distributions described in
Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or
Section 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership
income and gain shall be specially allocated to each such Partner in an amount
and manner sufficient to eliminate, to the extent required by the Regulations,
the negative Adjusted Capital Account Balance of such Partner as quickly as
possible, provided that an allocation pursuant to this Section 4.2(c) shall
be made if and only to the extent that such Partner would have a negative
Adjusted Capital Account Balance after all other allocations provided for in
this Article 4 have been tentatively made as if this Section 4.2(c) were
not in the Agreement.  This Section 4.2(c) is intended to
constitute a “qualified income offset” as defined in
Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.

     

    
      
        
        

      

      
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    (d)           Gross Income
Allocation. In the event any Partner has a deficit Capital Account at the
end of any Taxable Year which is in excess of the sum of (i) the amount such
Partner is obligated to restore pursuant to any provision of this Agreement and
(ii) the amount such Partner is deemed to be obligated to restore pursuant to
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner 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 4.2(d) shall be made only if and to the extent that such Partner
would have a deficit Capital Account in excess of such sum after all other
allocations provided for in this Article 4 have been tentatively made as if this
Section 4.2(d) and Section 4.2(c) were not in the
Agreement.

     

    (e)           Nonrecourse
Deductions.  If there are any “nonrecourse deductions” (within
the meaning of Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations) in a
Fiscal Year, then such deductions shall be allocated to the Partners pro rata in
accordance with their respective Percentage Interests.

     

    (f)           Partner Nonrecourse
Deductions.  If there are any “partner nonrecourse deductions”
(within the meaning of Section 1.704-2(i)(1) of the Regulations) in a
Fiscal Year, then such deductions will be allocated to the Partner who bears the
economic risk of loss for the “partner nonrecourse liability” (within the
meaning of Section 1.704-2(b)(4) of the Regulations) to which the
deductions are attributable.

     

    (g)           Section 754
Adjustments.  To the extent an adjustment to the adjusted tax
basis of any Partnership property pursuant to Sections 734(b) or 743(b) of the
Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the
Regulations, to be taken into account in determining Capital Accounts, the
amount of such adjustment to the Capital Accounts will be treated as an item of
gain (if the adjustment increases the basis of the property) or loss (if the
adjustment decreases such property) and such gain or loss will be specially
allocated among the Partners in a manner consistent with the manner in which
their Capital Accounts are required to be adjusted pursuant to
Section 1.704-1(b)(2)(iv)(m) of the Regulations.

     

    (h)           Stop
Loss.  No amount of Losses, or items thereof, shall be
allocated to any Partner to the extent that any such allocation would cause such
Partner to have or increase the amount of an existing deficit in such Partner’s
Adjusted Capital Account balance at the end of any Fiscal Year.  All
Losses in excess of the limitation set forth in this Section 4.2(h) shall
be allocated among such other Partners, who have positive Adjusted Capital
Account balances, in proportion to their Percentage Interests until each
Partner’s Adjusted Capital Account balance is reduced to
zero.  Thereafter, any remaining Losses shall be allocated to the
Partners in proportion to their relative interests in the Partnership as
required by Section 704(b) of the Code.

     

    
      
        
        

      

      
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    4.3           Curative
Allocations.

     

    The
allocations set forth in Sections 4.2(a) through 4.2(g) (the “Regulatory
Allocations”) are intended to comply with certain requirements of
Regulations Sections 1.704-1(b) and 1.704-2(b).  It is the intent of
the Partners that, to the extent possible, the Regulatory Allocations be offset
by other Regulatory Allocations or by special allocations of other Partnership
items of income, gain, loss and deduction pursuant to this Section 4.3 (for
the current and subsequent Fiscal Years if necessary) 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
Partnership items were allocated pursuant to Section 4.1.  The
General Partner shall make offsetting allocations pursuant to this
Section 4.3 in the manner that minimizes the economic distortions that
might otherwise result from the Regulatory Allocations.

     

    4.4           Section 704(c)
Allocation.

     

    (a)           The
Partnership shall, except to the extent such item is subject to allocation
pursuant to Section 4.4(b) below, allocate each item of income, gain, loss,
deduction and credit, as determined for U.S. federal income tax purposes, in the
same manner as such item was allocated for purposes of maintaining the Partners’
Capital Accounts.

     

    (b)           Notwithstanding
any other provision of this Agreement to the contrary, any gain or loss and any
depreciation and cost recovery deductions recognized by the Partnership for
income tax purposes in any Fiscal Year with respect to all or any part of the
Partnership’s property that is required or permitted to be allocated among the
Partners in accordance with Section 704(c) of the Code and any Regulations
promulgated thereunder so as to take into account the variation, if any, between
the adjusted tax basis of such property and the initial Gross Asset Value of
such property at the time of its contribution, or following the adjustment to
the Gross Asset Value of Partnership property pursuant to this Agreement, shall
be allocated to the Partners for income tax purposes using any reasonable method
selected by the General Partner that is permitted under Section
704(c).

     

    4.5           Other
Allocation Rules.

     

    (a)           For
purposes of determining the Profit, Loss, or any other items allocable to any
period, Profit, Loss, and any such other items shall be determined on a daily,
monthly, or other basis, as selected by the Partners using any permissible
method under Code Section 706 and the Regulations.

     

    (b)           If
an amount paid or deemed paid by the Partnership to a Partner (or any other
Person) as interest, a guaranteed payment, or a payment for property or
services, is treated for federal income tax purposes as a distribution to such
Partner in its capacity as a partner for tax purposes and is neither a
guaranteed payment under Section 707(c) of the Code nor a payment under
Section 707(a) of the Code to a partner not acting in its capacity as a
partner, such Partner shall be allocated as soon as possible an amount of
Partnership’s gross income or gain equal to the amount of such
payment.

     

    
      
        
        

      

      
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              4.6

            	
              Distributions.

            


    

     

    Except as
otherwise provided in this Agreement, from time to time, in the sole discretion
of the General Partner, Available Cash shall be distributed to the Partners in
accordance with their Partnership Percentages.

     

    
      	
              4.7

            	
              Preferential
Distributions.

            


    

     

    In the
event that any Contributed Securities are sold or otherwise disposed of
(treating the indirect interest of the Partnership therein as if it were a
direct interest) Linnartz shall be entitled to be distributed cash in an amount
equal to the lesser of (i) the fair market value of the particular Contributed
Securities at the Effective Date; or (ii) the gross proceeds from such sale or
other disposition of the particular Contributed Securities.

     

    
      	
              4.8

            	
              Tax Distributions.

            


    

     

    Notwithstanding
Section 4.6, prior to any winding up of the Partnership and within a reasonable
time after the end of each Fiscal Year, the General Partner shall, to the extent
permitted by the Act, and to the extent the Partnership  has legally
available funds therefor, cause the Partnership to make cash distributions to
each of the Partners in an amount equal to the Tax
Distribution.  Notwithstanding anything contained herein, any Tax
Distribution made to a Partner shall be considered an advance of distributions
to be made to such Partner under Sections 4.6, 4.7 and 9.2(c) and shall
reduce on a dollar-for-dollar basis, subsequent distributions pursuant to such
sections until such Tax Distribution has been offset against such subsequent
distributions.

     

    _____________

     

    Article V

    Capital
Accounts Of Partners

     

    _____________

     

    
      	
              5.1

            	
              Capital
      Contributions.

            


    

     

    Each
Limited Partner has paid or conveyed by way of contribution to the Partnership
Property, equal to the amount set forth opposite such Limited Partner’s name as
“Capital Contribution” in Part II of Schedule
A, which the Partners agree reflects the fair market value of the assets
that the Partners are considered to have contributed to the Partnership pursuant
to Situation 1 of Rev. Rul. 99-5.  The Partners recognize and agree
that (A) MCM shall be considered to have contributed to the Partnership an
interest in intangible assets having a fair market value of $20,593.00; (B)
Holdings shall be considered to have contributed to the Partnership an interest
in intangible assets having a fair market value of $1,039,739.00; and (C)
Linnartz shall be considered to have contributed to the Partnership (i) an
interest in intangible assets having a fair market value of $998,964.00, and
(ii) all of the Contributed Securities and that the fair market value of the
Contributed Securities at the Effective Date shall be determined using the same
methodologies used to calculate the fair market values of the Contributed
Securities on June 30, 2008 as shown on Schedule
B.  Based upon such initial Capital Contributions, each
Partner’s initial Capital Account is set forth on Schedule
A.  Additional Capital Contributions may be made by Partners
only in accordance with the provisions of Section 5.2.  The General
Partner may contribute amounts greater than 1%, but in no event will the General
Partner’s Partnership Percentage be less than 1%.

     

    
      
        
        

      

      
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              5.2

            	
              Capital Accounts; Additional Capital
    Contributions.

            


    

     

    There
shall be established for each Partner on the books of the Partnership a Capital
Account.  The initial Capital Account balance for each Partner shall
be an amount equal to his or its Capital Contribution, subject to Section 5.1
hereof.

     

    Subject
to Sections 3.3 and 7.1 hereof, additional Capital Contributions may be made by
any Partner.  Any Partner (other than the General Partner) who makes a
Capital Contribution after the formation of the Partnership shall receive an
interest as a Limited Partner in exchange therefor.  The Partnership
may require not less than 30 days’ notice thereof specifying the amount and
nature of any additional Capital Contributions.

     

    
      	
              5.3

            	
              Maintenance of Capital
  Accounts.

            


    

     

    Each
Partner’s Capital Account shall be maintained throughout the term of the
Partnership in accordance with the rules of Section 1.704-1(b)(2)(iv) of the Tax
Regulations as in effect from time to time and, to the extent not inconsistent
with the Tax Regulations, the Capital Account maintenance provisions contained
in the definition of “Gross Asset Value” and the following
provisions:

     

    (a)           To
each Partner’s Capital Account there shall be credited (i) the amount of money
contributed by such Partner to the Partnership (including liabilities of the
Partnership assumed by such Partner as provided in Section 1.7041-(b)(2)(iv)(c)
of the Tax Regulations); (ii) the fair market value of any property (as
determined by the General Partner in its sole discretion) contributed to the
Partnership by such Partner (net of liabilities secured by such contributed
property that the Partnership is considered to assume or take subject to under
Section 752 of the Code); and (iii) such Partner’s share of the Partnership’s
taxable income and gain for each Fiscal Year or Interim Period and items of
income or gain that are specially allocated.

     

    (b)           To
each Partner’s Capital Account there shall be debited (i) the amount of money
distributed to such Partner by the Partnership (including liabilities of such
Partner assumed by the Partnership as provided in Section 1.7041-(b)(2)(iv)(c)
of the Tax Regulations) other than amounts that are in repayment of debt
obligations of the Partnership to such Partner; (ii) the fair market value of
property (as determined by the General Partner in his sole discretion)
distributed to such Partner (net of liabilities secured by such distributed
property that such Partner is considered to assume or take subject to under
Section 752 of the Code); and (iii) such Partner’s share of the Partnership’s
taxable loss or deduction for each Fiscal Year or Interim Period and items of
loss or deduction that are specially allocated.

     

    
      
        
        

      

      
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              5.4

            	
              Determination by General Partner of Certain
    Matters.

            


    

     

    All
matters concerning the allocation of profits, gains and losses among the
Partners including their taxable status, and accounting procedures not
specifically and expressly provided for by the terms of this Agreement, shall be
determined by the General Partner on a fair and equitable basis in accordance
with applicable law (subject, where appropriate, to generally accepted
accounting principles, as recommended by the accountants for the Partnership)
whose determination shall be final and conclusive as to all of the
Partners.

     

    _____________

     

    Article VI

    Withdrawal
Of Capital

     

    _____________

     

    
      	
              6.1

            	
              Withdrawals in
General.

            


    

     

    No
Partner shall be entitled to withdraw any amount from his or its Capital Account
other than upon his or its withdrawal from the Partnership, death or insanity,
without the consent of the General Partner and a Majority-in-Interest of the
Limited Partners.

     

    
      	
              6.2

            	
              Limitations on
Withdrawal.

            


    

     

    The right
of any Partner to withdraw any amount from his or its Capital Account pursuant
to the provisions of this Article 6 is subject to the provision by the General
Partner for all Partnership liabilities in accordance with the Act and for
reserves for contingencies.

     

    _____________

     

    Article VII

    Admission
Of New Partners

     

    _____________

     

    
      	
              7.1

            	
              Limited Partners.

            


    

     

    Subject
to approval of a Majority-in-Interest of the Limited Partners in accordance with
Section 3.3 hereof, from time to time, the General Partner may, admit additional
Limited Partners, accept additional Capital Contributions from existing Limited
Partners or make additional Capital Contributions for its own
account.  Each Limited Partner admitted to the Partnership shall
execute an appropriate supplement to this Agreement pursuant to which he agrees
to be bound by the terms and provisions hereof. The admission of an additional
Limited Partner will in no event reduce the General Partner’s Partnership
Percentage below 1%.

     

    
      
        
        

      

      
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              7.2

            	
              General Partner.

            


    

     

    The
General Partner may admit additional general partners to the Partnership as of
the first day of any calendar quarter with the prior written approval of a
Majority-in-Interest of the Limited Partners.

     

    _____________

     

    Article VIII

    Withdrawal,
Death Or Insanity Of Partners

     

    _____________

     

    
      	
              8.1

            	
              Withdrawal of General
Partner.

            


    

     

    Without
the approval of a Majority-in-Interest of the Limited Partners, the General
Partner may, upon 30 days’ prior notice, withdraw as general partner of the
Partnership and designate an Affiliate of the General Partner or any successor
to the business or assets of the General Partner (the “Designee”)
to be substituted as General Partner, as long as the General Partner obtains an
opinion of counsel that such withdrawal and substitution shall not cause the
Partnership to be classified as a person or entity other than a partnership for
federal income tax purposes.  The Designee shall become and have all
of the rights, powers and duties of the General Partner for all purposes of this
Agreement.

     

    
      	
              8.2

            	
              Withdrawal, Death, etc., of Limited
      Partner.

            


    

     

    No
Limited Partner shall be entitled to withdraw from the Partnership without the
consent of the General Partner and a Majority-in-Interest of the Limited
Partners.  The withdrawal, death, disability, incapacity,
incompetency, bankruptcy, insolvency or dissolution of a Limited Partner shall
not dissolve the Partnership.

     

    Subject
to Section 8.5 hereof, in the event of the death, disability, incapacity,
incompetency, bankruptcy, insolvency or dissolution of a Limited Partner or the
giving of notice of withdrawal by a Limited Partner, the interest of such
Limited Partner shall continue at the risk of the Partnership business until the
earlier of the first permitted date of withdrawal occurring after such event, or
termination of the Partnership.  If the Partnership is continued after
the withdrawal, such Limited Partner or his or its legal representatives shall
be entitled to receive the Liquidating Share of such Limited Partner as provided
in Section 8.3.

     

    
      	
              8.3

            	
              Payment of
      Liquidating Share.

            


    

     

    The
Liquidating Share of a withdrawing, deceased, disabled, incompetent, bankrupt,
insolvent or dissolving Partner shall be an amount equal to the Capital Account
of such Partner as adjusted as described in Section 5.3 and shall be
subject to the limitations described in Section 8.4.

     

    
      
        
        

      

      
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              8.4

            	
              Limitations on Withdrawal of Liquidating
    Share.

            


    

     

    The right
of any withdrawn, deceased, disabled, incapacitated, incompetent, bankrupt,
insolvent or dissolved Partner or his or its legal representatives to have
distributed the Liquidating Share of such Partner pursuant to this Article 8 is
subject to the provision by the General Partner for all Partnership liabilities
in accordance with the Act and for reserves for contingencies which reserves
shall be held in escrow.  The unused portion of any reserve shall be
distributed after the General Partner shall have determined that the need
therefor shall have ceased.

     

    
      	
              8.5

            	
              Holdings’ Purchase
  Obligations.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Death
      or Disability.

            	
                In
      the event of Linnartz’s death or Disability, then Holdings shall, within
      20 days thereafter, purchase from Linnartz’s legal representative all of
      Linnartz’s Partnership Percentage, at the price and on the terms set forth
      below.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Earnout.  At
      any time after Holdings has received aggregate distributions from either
      or both of the Partnership and the General Partner of an amount equal to
      $1,050,241 (the “Earnout”),
      then Linnartz shall have the right to require Holdings to purchase from
      Linnartz all of Linnartz’s Partnership Percentage, at the price and on the
      terms set forth below, by delivering a written notice to Holdings setting
      forth the price, the form of consideration and the closing date of such
      purchase, all in accordance with the terms set forth below (such written
      notice, a “Put
      Notice”).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Linnartz
      Ceases to be Sole Manager.  If at any time prior to the
      Earnout, Linnartz is removed or is otherwise replaced as the sole manager
      of the General Partner, other than due to his death, disability or
      resignation, then Linnartz shall have the right to require Holdings to
      purchase from Linnartz all of Linnartz’s Partnership Percentage, at the
      price and on the terms set forth below, by delivering a Put Notice to
      Holdings (any event described in the foregoing subsections (a), (b), or
      (c), a “Put
      Event”).

            


    

     

    The
closing of the purchase and sale of Linnartz’s Partnership Percentage: (i) under
(a) above shall be not less than 30 nor more than 60 days after the date the Put
Event occurs; (ii) under (b) or (c) above shall be held on such date and at such
time as is specified in the Put Notice, except that the date so specified must
be not less than 30 nor more than 60 days after the date Holdings receives such
Put Notice.

     

    The price
Holdings shall pay for Linnartz’s Partnership Percentage in connection with a
purchase pursuant to (a), (b) or (c) above shall equal the sum of (i) the
Applicable Amount, and (ii) the Hypothetical Liquidation Amount, both determined
at the date of the applicable Put Event.  At the closing of the
purchase and sale of Linnartz’s Partnership Percentage, Holdings shall pay to
Linnartz:

     

    (x)           the
Applicable Amount 28.56% in cash and 71.44% in common stock of Western or its
successor-in-interest, with such shares delivered at the closing of the purchase
valued at the average of the closing prices of such common stock during the 10
trading days prior to the date of the Put Event; and

     

    
      
        
        

      

      
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    (y)           the
Hypothetical Liquidation Amount in cash.

     

    _____________

     

    Article IX

    Duration
And Termination Of Partnership

     

    _____________

     

    
      	
              9.1

            	
              Duration.

            


    

     

    The
Partnership shall continue until it is dissolved and subsequently terminated,
which dissolution shall occur upon the earliest of (i) a determination made by
the General Partner and a Majority-in-Interest of the Limited Partners at any
time to dissolve the Funds for any reason, (ii) the bankruptcy or insolvency of
the General Partner or (iii) the termination, dissolution or withdrawal of the
General Partner without a corresponding permitted substitution pursuant to
Section 7.2.

     

    In the
event Partnership is terminated as a result of the bankruptcy or insolvency of
the General Partner, a Majority-in-Interest of the Limited Partners may select
one or more persons to wind up the affairs of the Partnership in due course and
discharge the functions required to be performed under Section 9.2.

     

    In the
case of dissolution of the Partnership for any reason, whether or not specified
in this Agreement, the Partnership business may be continued by the General
Partner or the liquidator selected by the Limited Partners in accordance with
this Section 9.1, until all of the assets of the Partnership are
liquidated.

     

    
      	
              9.2

            	
              Termination.

            


    

     

    On
termination of the business of the Partnership, the General Partner shall, out
of the Partnership assets, make distribution in the following manner and
order:

     

    
      	
               
      

            	
              (a)

            	
              to
      payment and discharge of the claims of all creditors of the Partnership
      who are not Partners;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      payment and discharge pro rata of the claims of all creditors of the
      Partnership who are Partners; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      balance remaining, if any, to the Partners in accordance with their
      positive Capital Account balances, after giving effect to all
      contributions, distributions and allocations for all
      periods.  All distributions pursuant to this Section 9.2(c)
      shall be made in accordance with Tax Regulations Section
      1.704-1(b)(2)(ii)(b)(2) including the timing requirements
      thereof.

            


    

     

    
      
        
        

      

      
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              9.3

            	
              Method
      of Distributions.

            


    

     

    Distributions
made pursuant to this Agreement shall be made in cash to the extent reasonably
possible.

     

    
      	
              9.4

            	
              No Restoration of Deficit Capital
  Account.

            


    

     

    Notwithstanding
anything contained in this Agreement, no Partner shall have any obligation to
restore a deficit in such Partner’s Capital Account following the distribution
of liquidation proceeds.

     

    _____________

     

    Article X

    Reports
To Partners

     

    _____________

     

    
      	
              10.1

            	
              Books of
      Account.

            


    

     

    The books
of account and records of the Partnership shall be kept at the discretion of the
General Partner and, in the sole discretion of the General Partner, may be
audited or reviewed as of the end of each Fiscal Year by the independent
certified public accountants selected by the General Partner.  All
determinations of Capital Accounts and Partnership Percentages made during a
Fiscal Year shall be subject to adjustment upon completion of the audit or
review of the Partnership’s Fiscal Year.

     

    
      	
              10.2

            	
              Interim
      Reports.

            


    

     

    The
General Partner will provide reports with respect to the progress of the
Partnership in such form and at such times as the General Partner, in its sole
discretion, shall determine.

     

    _____________

     

    Article XI

    Non-Competition

     

    _____________

     

    
      	
              11.1

            	
              Non-Competition.

            


    

     

    Linnartz
agrees that, during the period during which Linnartz continues to be a Limited
Partner in the Partnership, Linnartz shall not, directly or indirectly, in his
own capacity or through one or more affiliates or associates, whether as owner,
consultant, shareholder, partner, member, manager, officer, director, venturer
or agent, through equity ownership, investment of capital, lending of cash or
Property, rendering of services, or otherwise, engage in the business of
advising or managing the funds of any Person or advising, operating or managing
any collective investment vehicle with respect to investment in securities of
the type in which any of the Funds invests or proposes to invest or otherwise
compete with the Partnership or any of the Funds for investors or investment
opportunities within the Applicable Territory (as defined below), except on
behalf of the Partnership or any of the Funds.  For purposes of this
Agreement, the term “Applicable
Territory” shall mean anywhere within or outside the United States of
America.  Nothing contained in this Agreement shall be deemed to
prohibit Linnartz from investing his funds in securities of an issuer if the
securities of such issuer are listed for trading on a national securities
exchange or are traded in the over-the-counter market and Linnartz’s holdings
therein represent less than 2% of the total number of shares or principal amount
of the securities of such issuer outstanding.

     

    
      
        
        

      

      
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              11.2

            	
              Restrictions
Reasonable.

            


    

     

    Linnartz
acknowledges that the provisions of this Article 11 are reasonable and necessary
for the protection of Holdings, and that each provision, and the period or
periods of time, geographic areas and types and scope of restrictions on the
activities specified herein are, and are intended to be,
divisible.  In the event that any provision of this Article 11,
including any sentence, clause or part hereof, shall be deemed contrary to law
or invalid or unenforceable in any respect by a court of competent jurisdiction,
the remaining provisions shall not be affected, but shall, subject to the
discretion of such court, remain in full force and effect.

     

    
      	
              11.3

            	
              Equitable
      Relief.

            


    

     

    The
parties hereto acknowledge that in the event of a breach or a threatened breach
by Linnartz of any of his obligations under this Article 11, Holdings shall not
have an adequate remedy at law.  Accordingly, in the event of any such
breach or threatened breach by Linnartz, Holdings shall be entitled to such
equitable and injunctive relief as may be available to restrain Linnartz and any
business, firm or other Person participating in such breach or threatened breach
from the violation of the provisions of this Article 11.  Nothing
herein shall be construed as prohibiting Holdings from pursuing any other
remedies available at law or in equity for such breach or threatened breach,
including the recovery of damages.

     

    _____________

     

    Article XII

    Miscellaneous

     

    _____________

     

    
      	
              12.1

            	
              Expenses.

            


    

     

    The
Partnership shall reimburse the General Partner for its payment of the expenses
incurred in organizing and selling interests in the Partnership.  All
expenses of the Partnership, including but not limited to ordinary and
extraordinary legal and accounting fees, shall be paid by the Partnership and
shall not be payable by the General Partner. The General Partner’s ascertainment
of any expenses incurred by it on behalf of the Partnership shall be
conclusive.

     

    
      
        
        

      

      
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              12.2

            	
              General.

            


    

     

    This
Agreement (a) shall be binding on the executors, administrators, estates, heirs,
and legal successors of the Partners; (b) shall be governed by, and construed in
accordance with, the laws of the State of Texas; and (c) may be executed in
several counterparts with the same effect as if the parties executing the
several counterparts had all executed one counterpart as of the date and year
first above written; provided, however, that each
separate counterpart shall have been executed by the General Partner and that
the several counterparts, in the aggregate, shall have been signed by all of the
Partners.

     

    
      	
              12.3

            	
              Amendments to Partnership
  Agreement.

            


    

     

    The terms
and provisions of this Agreement may be modified or amended at any time and from
time to time with the written consent of a Majority-in-Interest of the Limited
Partners and the written consent of the General Partner insofar as is consistent
with the laws governing this Agreement; provided, however, that,
without the specific consent of each Partner affected thereby, no such
modification or amendment shall (a) reduce the Capital Account of any Partner or
his or its rights of contribution or withdrawal with respect thereto; (b)
increase the General Partner’s share of allocations of items of taxable income,
gain, loss or deduction; or (c)  amend this Section 12.3; and provided, further, that without
the consent of the Limited Partners, the General Partner may amend the Agreement
in such a manner that does not adversely affect any Limited
Partner.

     

    
      	
              12.4

            	
              Notices.

            


    

     

    Each
notice relating to this Agreement shall be in writing and delivered in person,
by recognized overnight delivery service, by registered or certified mail or, in
the case of reports delivered to Limited Partners in the ordinary course of
business, by regular mail.  All notices to the Partnership shall be
addressed to its principal office and place of business.  All notices
addressed to a Partner shall be addressed to such Partner at the address set
forth in Schedule A.  Any Partner may designate a new address by
notice to that effect given to the Partnership.  Unless otherwise
specifically provided in this Agreement, a notice shall be deemed to have been
effectively given when mailed by registered or certified mail to the proper
address or delivered in person, by recognized overnight delivery service or by
regular mail.

     

    
      	
              12.5

            	
              Counsel.

            


    

     

    The
Partners acknowledge that Olshan Grundman Frome Rosenzweig & Wolosky LLP
represents only Holdings in the preparation and negotiation of this
Agreement.  Linnartz acknowledges that the Partnership has been
represented by separate counsel.

     

    
      	
              12.6

            	
              Use of
      Name.

            


    

     

    The
Partnership shall have the right to use the names of the General
Partner.  If an additional General Partner is admitted to the
Partnership pursuant to Section 7.2, the term “General
Partner” shall include the additional General Partner unless the context
otherwise requires.

     

    
      
        
        

      

      
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              12.7

            	
              Headings.

            


    

     

    The
titles of the Articles and the headings of the Sections of this Agreement are
for convenience of reference only, and are not to be considered in construing
the terms and provisions of this Agreement.

     

    


     

    [The
remainder of this page is intentionally left blank.]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the undersigned have hereto, set their hands as of the day and
year first above written.

     

    
      
        	
                GENERAL
      PARTNER:

              
	 
      
	
                MUSTANG
      CAPITAL MANAGEMENT, LLC

              
	 
      	 
      
	
                By:

              	
                
                  /s/
      John K. H. Linnartz

                

              
	
                Name:

              	
                John
      K. H. Linnartz

              
	
                Title:

              	
                Manager

              


      

      


       

      
        	
                LIMITED
      PARTNERS:

              
	 
      
	
                
                  /s/
      John K. H. Linnartz

                

              
	
                John
      K. H. Linnartz

              


      

      


       

      
        	
                WESTERN
      MUSTANG HOLDINGS LLC

              
	 
      	 
      
	
                By:

              	
                
                  /s/
      Sardar Biglari

                

              
	
                Name:

              	
                Sardar
      Biglari

              
	
                Title:

              	
                Chief
      Executive Officer

              


      

    

     

     

     

    
      Signature
Page to 

      Amended
and Restated 

      Limited
Partnership Agreement


    

    
      
        
        

      

      
        
        

        
          

        

      

      
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    Schedule A

     

    
      	
              I

               

              General
      Partner:

            	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 
	
              Name and
      Address

            	 	
              Initial Capital

              Contribution

            	 	
              Initial Capital

              Account

            	 	
              Initial Partnership

              Percentage

            
	 	 	 	 	 	 	 
	
              Mustang
      Capital Management, LLC

              1506
      McDuffie Street

              Houston,
      Texas 77019

               

            	 	
              $20,593.00

            	 	
              $20,593.00

            	 	
              1.00%

            
	
              II

               

              Limited
      Partners:

            	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 
	
              Name and
      Address

            	 	
              Initial Capital

              Contribution

            	 	
              Initial Capital

              Account

            	 	
              Initial Partnership

              Percentage

            
	 	 	 	 	 	 	 
	
              John
      K. H. Linnartz

              1506
      McDuffie Street

              Houston,
      Texas 77019

               

            	 	
              $998,964.00
      plus the fair market value of the Contributed Securities as of the
      Effective Date

            	 	
              $998,964.00
      plus the fair market value of the Contributed Securities as of the
      Effective Date

            	 	
              48.50%

            
	 	 	 	 	 	 	 
	
              Western
      Mustang

              Holdings
      LLC

              c/o
      Western Sizzlin Corporation

              416
      South Jefferson Street

              Suite
      600

              Roanoke,
      Virginia 24011

               

            	 	
              $1,039,739.00

               

               

               

               

               

            	 	
              $1,039,739.00

               

               

               

               

               

            	 	
              50.50%

               

               

               

               

               

               

            
	
               

              Total
      Partnership Percentage

            	 	 
      	 	 
      	 	
               

              100.00%

            


    

     

    
      
        
        

      

      
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    Schedule B

     

    (attached)

    


     

    


    
      
        
        

      

      
        B-i