Exhibit 10.1


 


Execution
Version


 




 





 


 


RHINO RESOURCE PARTNERS LP


 


CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT


 


 




 





 

















 


CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT


 


This
Contribution, Conveyance and Assumption Agreement, dated as of September 29,
2010 (this “Agreement”), is entered into by and among Rhino Resource
Partners LP, a Delaware limited partnership (the “Partnership”); Rhino
GP LLC (formerly CAM GP LLC), a Delaware limited liability company (“GP”);
Rhino Energy LLC, a Delaware limited liability company (“Operating Company”);
Rhino Energy Holdings LLC, a Delaware limited liability company (“Holdings”);
Artis Investors LLC, a Delaware limited liability company, Solitair LLC, a
Delaware limited liability company, Valentis Investors LLC, a Delaware limited
liability company, Taurus Investors LLC, a Delaware limited liability company,
Callidus Investors LLC, a Delaware limited liability company, Wexford Spectrum
Fund, L.P., a Delaware limited partnership, Wexford Spectrum Fund Liquidating
LLC, a Delaware limited liability company, Wexford Offshore CAM Preferred
Corp., a Delaware corporation, Wexford Offshore CAM Common Corp., a Delaware
corporation, Wexford Partners Investment Co. LLC, a Delaware limited liability
company, and Peter Savitz, an individual (collectively, the “Rhino Owners”);
and Wexford Capital LP, a Delaware limited partnership.  The above-named entities and individual are
sometimes referred to as “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, Holdings and GP have formed the Partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act for the
purposes set forth in the Agreement of Limited Partnership of the Partnership
dated April 19, 2010 (the “Original LPA”).


 


WHEREAS, each of the following actions has been taken prior
to the date hereof:


 


1.     The Rhino
Owners have formed Holdings under the terms of the Delaware Uniform Limited
Liability Company Act (the “Delaware LLC Act”) and own all of the
limited liability company interests in Holdings.


 


2.     The original
members of the GP have formed and reinstated GP under the terms of the Delaware
LLC Act to which they committed to contribute $1,000 in the aggregate in
exchange for all of the limited liability company interests in GP.


 


3.     GP and the
Organizational Limited Partner have formed the Partnership to which GP
committed to contribute $20 and the Organizational Limited Partner committed to
contribute  $980 in exchange for a 2.0%
general partner interest and a 98.0% limited partner interest (the “Initial
LP Interest”), respectively, in the Partnership.


 


WHEREAS, pursuant hereto, each of the following actions
will occur at the times specified hereinafter:


 


1.     Each of the
Rhino Owners will contribute its respective limited liability company interest
in the Operating Company to Holdings in exchange for limited liability company
interests in Holdings corresponding to such Rhino Owner’s limited liability
company interests in the Operating Company so contributed.


 

















 


2.     GP will
contribute cash in the amount of $10,373,000  (the
“GP Contribution”) to the Partnership in exchange for the continuation
of its prior 2% general partner interest in the Partnership.


 


3.     Holdings will
convey its limited liability company interest in the Operating Company to the
Partnership in exchange for (a) Sponsor Subordinated Units, (b) Sponsor
Common Units and (c) the right to receive the Deferred Issuance and
Distribution.


 


4.     The Initial LP
Interest held by the Organizational Limited Partner will be redeemed and the
initial capital contributions of GP and the Organizational Limited Partner
shall thereupon be refunded, as the case may be.


 


5.     In connection
with the Offering, the public, through the Underwriters, will contribute cash
to the Partnership pursuant to the Underwriting Agreement, net of the
Underwriters’ Discount, in exchange for Common Units.


 


6.     The Partnership
will (a) pay expenses incurred in connection with the Offering, estimated
at $3.0 million (excluding the Underwriters’ Discount, but including an
aggregate of $1.0 million of bonuses payable to certain executive officers upon
completion of the Offering), and (b) contribute the remainder of the
proceeds from the Offering (the “Net Proceeds”) and the GP Contribution
to the Operating Company as a capital contribution.


 


7.     The Operating
Company will use the Net Proceeds and the GP Contribution to repay indebtedness
outstanding under the Credit Facility.


 


WHEREAS, each of the Parties and the stockholders,
members or partners of the Parties, as the case may be, have taken all corporate,
partnership, limited liability company or other action, as the case may be,
required to be taken to approve the transactions contemplated by this
Agreement; and


 


WHEREAS, the Partnership may adjust upward or
downward the number of Firm Units to be offered to the public through the
Underwriters.


 


NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the Parties hereto hereby agree as
follows:


 


ARTICLE I


 


DEFINITIONS


 


The
following defined terms will have the meaning given below:


 


“Common Unit”
means a common unit representing a limited partner interest in the Partnership
having the rights set forth in the LP Agreement.


 


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“Credit
Facility” means the Credit Agreement by and among CAM Holdings LLC (n/k/a
Rhino Energy LLC), the Guarantors party thereto and the Lenders party thereto,
with PNC Bank, National Association, as administrative agent, PNC Capital
Markets and National City Bank, as joint lead arrangers, and Wachovia Bank,
National Association, Royal Bank of Canada, and Raymond James Bank, FSB, as
co-documentation agents, dated as of August 30, 2006, as amended.


 


“Deferred
Issuance and Distribution” has the meaning set forth in the LP Agreement.


 


“Effective
Time” means the date and time with respect to the delivery of the Firm
Units (as defined in the Underwriting Agreement) and payment therefor as set
forth in paragraph 4 of the Underwriting Agreement.


 


“Firm
Units” means the Common Units to be sold to the Underwriters pursuant to
the terms of the Underwriting Agreement, but does not include any Option Units.


 


“LP
Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Partnership, substantially in the form attached as Appendix
A to the prospectus constituting Part I of the Registration Statement.


 


“Option
Units” means the Common Units that the Partnership will agree to issue upon
exercise of the Over-Allotment Option.


 


“Organizational
Limited Partner” has the meaning set forth in the LP Agreement.


 


“Over-Allotment
Option” means a number of Common Units equal to 15% of the Firm Units,
which the Partnership will agree to sell to the Underwriters, at their option,
to cover over-allotments in connection with the Offering.


 


“Registration
Statement” means the Registration Statement on Form S-1 initially
filed on May 5, 2010 with the Securities and Exchange Commission
(Registration No. 333-166550), as amended.


 


“Sponsor
Common Units” means 9,153,000 Common Units, provided that if the
Partnership increases the number of Firm Units, the Sponsor Common Units will
be decreased by a number of Common Units equal to 115% (to accommodate the
corresponding increase in the number of Option Units and Deferred Issuance and
Distribution) of such increase and if the Partnership decreases the number of
Common Units offered to the public through the Underwriters, the Sponsor Common
Units will be increased by a number of Common Units equal to 115% of such
decrease.


 


“Sponsor
Subordinated Units” means 12,397,000 Subordinated Units.


 


“Subordinated
Unit” means a subordinated unit representing a limited partner interest in
the Partnership having the rights set forth in the LP Agreement.


 


“Underwriters”
means the underwriting syndicate listed in the Underwriting Agreement.


 


3

















 


“Underwriters’
Discount” means the Underwriters’ discount as set forth in the Underwriting
Agreement.


 


“Underwriting
Agreement” means a firm commitment underwriting agreement to be entered
into among the Partnership, the GP, the Operating Company and the Underwriters
named in the Registration Statement, in substantially the form
attached as Exhibit 1.1 to the Registration Statement.


 


ARTICLE II


 


CONTRIBUTIONS


 


After the execution of the Underwriting Agreement
and immediately prior to the Effective Time, each of the Rhino Owners hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers to Holdings, its successors and assigns, for its and their own use
forever, all of its limited liability company interests in the Operating
Company in exchange for a pro rata limited liability company interest in
Holdings, and Holdings hereby accepts such limited liability company interests
in the Operating Company (together, the “Holdings Contribution”) as a
contribution to the capital of Holdings.


 


ARTICLE III


 


ADDITIONAL CONTRIBUTIONS AND TRANSACTIONS


 


Concurrently
with the Effective Time, the following additional contributions and
transactions shall be completed in the order set forth below.


 


Section 3.1             Execution
of LP Agreement.   The
Organizational Limited Partner and GP shall amend and restate the Original LPA
by executing the LP Agreement, with such changes as are necessary to reflect
any adjustment to the number of Firm Units and Option Units as the Partnership
may agree with the Underwriters and such other changes as the Partnership, the
GP and the Organizational Limited Partner may agree.


 


Section 3.2             Contribution
of Cash by GP.   GP hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers the GP Contribution to the Partnership, its successors and assigns,
for its and their own use forever, and the Partnership hereby accepts the GP
Contribution in exchange for the continuation of GP’s 2% general partner
interest in the Partnership.


 


Section 3.3             Contribution
of Interests in the Operating Company by Holdings.   Holdings hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers the Holdings Contribution
to the Partnership, its successors and assigns, for its and their own use
forever, and the Partnership hereby accepts the Holdings Contribution in
exchange for (a) Sponsor Common Units, (b) Sponsor Subordinated Units
and (c) the right to receive the Deferred Issuance and Distribution.


 


4

















 


Section 3.4             Redemption
of Initial LP Interest.  The
Initial LP Interest held by the Organizational Limited Partner shall be
redeemed and the initial capital contributions of GP and the Organizational
Limited Partner shall thereupon be refunded, as the case may be.


 


Section 3.5             Execution
of Registration Rights Agreement.  Holdings and the Partnership shall execute
the registration rights agreement, in substantially the form attached as
Exhibit 4.1 to the Registration Statement, pursuant to which the
Partnership shall agree to register with the Securities and Exchange Commission
certain limited partner interests in the Partnership in accordance with the
terms provided therein.


 


Section 3.6             Underwriter
Cash Contribution.  The Parties
acknowledge that the Partnership is undertaking the Offering, and the
Underwriters will, pursuant to the Underwriting Agreement, agree to make a
capital contribution to the Partnership of an amount determined pursuant to the
terms of the Underwriting Agreement in exchange for the issuance by the
Partnership to the Underwriters of the Firm Units.


 


Section 3.7             Payment
of Expenses and Cash Contribution by the Partnership.  The Parties acknowledge an intention for (a) the
payment by the Partnership of expenses incurred in connection with the Offering
of approximately $3.0 million (excluding the Underwriters’ Discount) and (b) the
contribution by the Partnership of the Net Proceeds and the GP Contribution to
the Operating Company as a capital contribution, all of which will be used to
repay indebtedness outstanding under the Credit Facility.


 


ARTICLE IV


 


DEFERRED ISSUANCE AND DISTRIBUTION


 


Upon the earlier to
occur of the expiration of the Over-Allotment Option period or the exercise in
full of the Over-Allotment Option, the Partnership shall issue to Holdings a
number of additional Common Units that is equal to the excess, if any, of
(a) the total number of Option Units over (b) the aggregate number of
Common Units, if any, actually purchased by and issued to the Underwriters
pursuant to the exercise(s) of the Over-Allotment Option.  Upon each
exercise of the Over-Allotment Option, the Partnership shall distribute to
Holdings an amount of cash equal to the proceeds therefrom net of the
Underwriters’ Discount of each such exercise.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1             Effective
Time.  Notwithstanding anything
contained in this Agreement to the contrary, the provisions of Articles II, III
and IV and Section 5.2 shall not be binding or have any effect until the
Partnership executes the Underwriting Agreement, at which time all such
provisions shall be effective and operative without further action by any
Party.


 


Section 5.2             Further
Assurances.  From time
to time, and without any further consideration, the Parties agree to execute,
acknowledge and deliver all such additional deeds, assignments, bills of sale,
conveyances, instruments, notices, releases, acquittances and other documents,
and to do all such other acts and things, all in accordance with applicable
law, as 


 


5

















 


may be necessary or appropriate (a) more fully
to assure that the applicable Parties own all of the properties, rights,
titles, interests, estates, remedies, powers and privileges granted by this
Agreement, or which are intended to be so granted, (b) more fully and
effectively to vest in the applicable Parties and their respective successors
and assigns beneficial and record title to the interests contributed and
assigned by this Agreement or intended to be so and (c) more fully and
effectively carry out the purposes and intent of this Agreement.


 


Section 5.3             Successors
and Assigns.  The
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns.


 


Section 5.4             No
Third Party Rights.  The
provisions of this Agreement are intended to bind the Parties as to each other
and are not intended to and do not create rights in any other person or confer
upon any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this
Agreement.


 


Section 5.5             Severability.  If any of the provisions of this Agreement
are held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having jurisdiction over the subject
matter hereof, such contravention or invalidity shall not invalidate the entire
Agreement.  Instead, this Agreement shall
be construed as if it did not contain the particular provision or provisions
held to be invalid, and an equitable adjustment shall be made and necessary
provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.


 


Section 5.6             Entire
Agreement.  This
Agreement and the instruments referenced herein supersede all previous
understandings or agreements among the Parties, whether oral or written, with
respect to the subject matter of this Agreement and such instruments. This
Agreement and such instruments contain the entire understanding of the Parties
with respect to the subject matter hereof and thereof. No understanding,
representation, promise or agreement, whether oral or written, is intended to
be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the Parties after the date
of this Agreement.


 


Section 5.7             Amendment
or Modification.  This
Agreement may be amended or modified at any time or from time to time only by a
written instrument, specifically stating that such written instrument is
intended to amend or modify this Agreement, signed by each of the Parties.


 


Section 5.8             Applicable
Law; Forum, Venue and Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


(b)           Each of the
Parties:


 


(i)            irrevocably
agrees that any claims, suits, actions or proceedings arising out of or
relating in any way to this Agreement shall be exclusively brought in the Court
of Chancery of the State of Delaware;


 


6

















 


(ii)           irrevocably
submits to the exclusive jurisdiction of the Court of Chancery of the State of
Delaware in connection with any such claim, suit, action or proceeding;


 


(iii)          agrees
not to, and waives any right to, assert in any such claim, suit, action or
proceeding that (A) it is not personally subject to the jurisdiction of
the Court of Chancery of the State of Delaware or of any other court to which
proceedings in the Court of Chancery of the State of Delaware may be appealed,
(B) such claim, suit, action or proceeding is brought in an inconvenient
forum or (C) the venue of such claim, suit, action or proceeding is
improper;


 


(iv)          expressly
waives any requirement for the posting of a bond by a party bringing such
claim, suit, action or proceeding; and


 


(v)           consents
to process being served in any such claim, suit, action or proceeding by
mailing, certified mail, return receipt requested, a copy thereof to such party
at the address in effect for notices hereunder, and agrees that such services
shall constitute good and sufficient service of process and notice thereof;
provided, nothing in clause (v) hereof shall affect or limit any right to
serve process in any other manner permitted by law.


 


Section 5.9             Headings.  All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or
affect the meaning or construction of any of the provisions hereof. All
references herein to Articles and Sections shall, unless the context requires a
different construction, be deemed to be references to the Articles and Sections
of this Agreement. The words “hereof,” “herein” and “hereunder” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole, and not to any particular provision of this Agreement. All personal
pronouns used in this Agreement, whether used in the masculine, feminine or
neuter gender, shall include all other genders, and the singular shall include
the plural and vice versa. The use herein of the word “including” following any
general statement, term or matter shall not be construed to limit such
statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
non-limiting language (such as “without limitation”, “but not limited to”, or
words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that could reasonably fall within
the broadest possible scope of such general statement, term or matter.


 


Section 5.10           Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all Parties had signed the same
document.  All counterparts shall be
construed together and shall constitute one and the same instrument.  The
delivery of an executed counterpart copy of this Agreement by facsimile or
electronic transmission in PDF format shall be deemed to be the equivalent of
delivery of the originally executed copy thereof.


 


Section 5.11           Deed;
Bill of Sale; Assignment.  To
the extent required and permitted by applicable law, this Agreement shall also
constitute a “deed,” “bill of sale” or “assignment” of the assets and interests
referenced herein.


 


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[Signature Pages Follow]


 


8






 


 












 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the Parties as of the date first written above.


 


	
   

  	
  RHINO RESOURCE PARTNERS LP

  
	
   

  	
   

  
	
   

  	
  By:
  Rhino GP LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David G. Zatezalo

  
	
   

  	
   

  	
  David
  G. Zatezalo

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHINO GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  s/
  David G. Zatezalo

  
	
   

  	
   

  	
  David
  G. Zatezalo

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHINO ENERGY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wexford
  Capital LP, its Manager

  
	
   

  	
   

  	
  By:
  Wexford GP LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHINO ENERGY HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  



 


SIGNATURE
PAGE


CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT


 

















 


	
   

  	
  ARTIS
  INVESTORS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOLITAIR LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VALENTIS INVESTORS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TAURUS INVESTORS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CALLIDUS INVESTORS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  



 


SIGNATURE
PAGE


CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT


 

















 


	
   

  	
  WEXFORD SPECTRUM FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wexford
  Spectrum Advisors, L.P.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Wexford
  Spectrum Advisors GP LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEXFORD SPECTRUM FUND LIQUIDATING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEXFORD OFFSHORE CAM PREFERRED CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEXFORD OFFSHORE CAM COMMON CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  



 


SIGNATURE
PAGE


CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT


 

















 


	
   

  	
  WEXFORD PARTNERS INVESTMENT CO. LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PETER SAVITZ

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Peter Savitz

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEXFORD CAPITAL LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wexford GP LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
   

  	
  Vice
  President and Assistant Secretary

  



 


SIGNATURE
PAGE


CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT