exv10w2






Exhibit 10.2




EXECUTION COPY




INVESTORS’ RIGHTS AGREEMENT




     This Investors’ Rights
Agreement, dated as of August 24, 2007 (this “Agreement”),
is made and entered into by and among Oxford Resource Partners, LP, a Delaware limited
partnership (the “Partnership”), Oxford Resources GP, LLC, a Delaware limited liability
company (“GP” and, collectively with the Partnership, the “Partnership Parties”), AIM
Oxford Holdings, LLC, a Delaware limited liability company (“AIM”). C&T Coal, Inc., an
Ohio corporation (“C&T Coal”), Charles C. Ungurean and Thomas T. Ungurean. C&T Coal,
Charles C. Ungurean and Thomas T. Ungurean are sometimes referred to herein individually
as an “Investor” and collectively as the “Investors.”



     WHEREAS, the Partnership Parties, AIM, Charles C. Ungurean, Thomas T. Ungurean and
C&T Coal are parties to a Contribution and Sale Agreement of even date herewith (the
“Contribution Agreement”) pursuant to which C&T Coal has acquired certain of the
Partnership’s Class B Common Units and certain of GP’s Membership Interests.



     WHEREAS, in connection with C&T Coal’s acquisition of the Class B Common Units and
Membership Interests pursuant to the Contribution Agreement, the Partnership Parties
have agreed to grant C&T Coal certain management, investor and registration rights as
more fully set forth herein and the Investors have agreed to be bound by the obligations
set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby agree as follows:



     1. Definitions and Interpretations. Unless otherwise provided to the contrary in
this Agreement, capitalized terms in this Agreement have the meanings set forth in
Section 1.1 of Exhibit A. Unless expressly provided to the contrary in this Agreement,
this Agreement shall be interpreted in accordance with the provisions set forth in
Section 1.2 of Exhibit A.



     2. Board Representation.




     (a) Designation of Board Members. For the period hereafter indicated, C&T
Coal will have the right to designate that number of natural Persons as is equal
to the C&T Coal Designee Number to serve as members of the Board. AIM will have
the right to designate the remaining members of the Board. In order to effect
this right, each of AIM and the Investors (or their respective Affiliates that
own Membership Interests) shall vote the Membership Interests in GP owned by such
party in a manner so as to cause and maintain the election of the Persons so
designated. C&T Coal’s right to designate members of the Board shall terminate at
such time (either before or after completion by the Partnership of an Initial
Public Offering) as the Investors cease to own in the aggregate at least five
percent (5%) of the Common Units (measured on a fully-diluted basis that assumes
that all outstanding warrants, options, rights and securities that are at any
time exercisable for or convertible into Common Units
have been so exercised or converted).



 









 






     (b) Removal. The appropriate designating party may at any time and from
time to time, with or without cause, remove from the Board any Person designated
by it to serve on the Board.




     (c) Replacement. In the event of the resignation, death, removal or
disqualification of a Person designated by AIM or C&T Coal to serve on the Board
as provided in Section 2(a), the appropriate designating party may designate a
new member of the Board, and after written notice of the designation has been
given by such designating party to the other party, each of AIM and each of the
Investors (or its respective Affiliates that own Membership Interests) shall vote
its Membership Interests to elect such designee to the Board.




     (d) Indemnification and Insurance. So long as C&T Coal has a right to
designate members of the Board pursuant to this Section 2, GP shall maintain
director and officer insurance in such amounts and with such coverage as shall be
determined by the Board.



     3. Registration Rights. The Investors will have the registration rights set forth
in Exhibit B.



     4. Right of First Refusal.




     (a) Establishment of Right of First Refusal. Subject to the first and prior
rights, if any, of American Electric Power Services Corporation, as agent for
Columbus Southern Power Company (“AEP”), pursuant to the AEP ROFR Letter, if any
of the Investors or any of their respective Affiliates that own Interests (in such
capacity, an “Offer Holder”) desires at any time to make a Disposition of all or
any part of its Interests such Offer Holder shall only do so pursuant to a bona
fide written offer from a non-Affiliated third party (a “Third Party Offer”) for
the purchase of some or all of such Offer Holder’s Interests. Such Offer Holder
shall provide AIM with written notice (the “ROFR Notice”) advising it of any such
Third Party Offer and AIM, or any Affiliate designated by AIM (the “ROFR Holder”),
will have the first right and option (but not the obligation) (a “Right of First
Refusal”) to purchase all, but not less than all, of the Interests subject to such
Third Party Offer, exercisable by notice to such Offer Holder given no later than
ten (10) business days after AIM receives the ROFR Notice. Upon exercise by the
ROFR Holder of the Right of First Refusal, the purchase price to be paid to such
Offer Holder for such Interests will be an amount equal to the amount such Offer
Holder would have received had such Offer Holder completed the sale of such
Interests to the non-Affiliated third party pursuant to the terms of the Third
Party Offer.




     (b) Mechanics for Right of First Refusal. Any Interests sold pursuant to
this Section 4 by an Offer Holder to the ROFR Holder shall be transferred free
and clear of all liens and encumbrances (other than encumbrances set forth in the
Partnership Agreement, the Limited Liability Company Agreement or under
applicable securities laws). Closing of the purchase of the Interests by the ROFR
Holder from an Offer Holder shall occur within sixty (60) days following delivery
of the notice of election to exercise a Right of First Refusal as provided
in Section 4(a). At the closing of such purchase, the ROFR Holder



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shall deliver the purchase price by wire transfer of immediately available funds to
an account to be designated by the Offer Holder and the Offer Holder shall execute and
deliver such assignments, bills of sale, and other documents consistent with the Third
Party Offer, as reasonably requested by and in form and substance reasonably
satisfactory to the ROFR Holder. A Third Party Offer may not contain provisions related
to any property other than Interests held by the Offer Holder, and the proposed
consideration for Interests in such Third Party Offer shall be expressed only in terms
of cash (in U.S. dollars). Any proposed Disposition of Interests by an Offer Holder not
satisfying the terms of this Section 4 (e.g., a Third Party Offer in which not all of
the proposed consideration is cash or a Third Party Offer including the purchase of
property other than Interests) may not be made unless otherwise expressly permitted
pursuant to the provisions of this Agreement. An Offer Holder shall not attempt to
circumvent the rights and obligations contained in this Section 4 by effecting a
transfer of an interest in itself or an Affiliate. Any such purported transfer shall
trigger the rights and obligations provided in this Section 4.



     5. Obligation to Participate in Certain Sales.




     (a) Establishment of Obligation to Participate. Subject to the first and
prior rights, if any, of AEP pursuant to the AEP ROFR Letter, if at any time AIM
and its Affiliates (the “AIM Parties”) desire to make a Disposition, in one or
more proposed related transactions that constitute a Qualifying Transaction, of
all of their collective Interests to a non-Affiliated third party, then the AIM
Parties shall have the right and option to require that each Investor and its
respective Affiliates participate in and make a Disposition of all of their
respective Interests in such proposed transaction, in any such case in accordance
with the terms of this Section 5. The proposed Disposition of Interests to a
non-Affiliated third party in a transaction described in this Section 5(a) is
referred to herein as a “Proposed Sale.”




     (b) Written Offer and Drag Notice. The AIM Parties shall cause the third
party offer to be reduced to writing (which writing shall include an offer to
purchase or otherwise acquire Interests in a Qualifying Transaction from the AIM
Parties and the Investors and their respective Affiliates as required in this
Section 5 at a time and place designated for the closing of such purchase, which
time shall not be less than twenty (20) days after delivery of such notice and no
more than ninety (90) days after delivery of such notice) and shall send written
notice of such third party offer (the “Drag Notice”) to C&T Coal.




     (c) Cooperation in Proposed Sale. Upon receipt of a Drag Notice, each of the
Investors and its respective Affiliates shall (i) consent to, vote for and raise
no objections against the Proposed Sale or the process to which the Proposed Sale
was arranged, (ii) waive any dissenters, appraisal and similar rights with
respect thereto, and (iii) agree to make a Disposition of all of its Interests on
the applicable terms and conditions of the Proposed Sale as set forth in the Drag
Notice.




     (d) Closing. The AIM Parties and each of the Investors and its respective
Affiliates shall make Dispositions of all of their respective Interests to the
proposed transferee at the price and upon the other terms and conditions, if any,
not more favorable, individually and in the aggregate, to the proposed
transferee than those in the Drag Notice



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at the time and place provided for closing in the Drag Notice, or at such other
time and/or place as C&T Coal, the AIM Parties and the proposed transferee shall agree.



     6. Tag-Along Rights.




     (a) Establishment of Tag-Along Rights.




     (i) If at any time the AIM Parties desire to make a Disposition, in
one or more proposed related transactions, of more than fifty percent
(50%) of their-collective Partnership Interests or more than fifty percent
(50%) of their collective Membership Interests to a non-Affiliated third
party, then the AIM Parties shall offer to include in such proposed
Disposition that number of Partnership Interests or Membership Interests,
respectively, owned and designated by any Investor (each, a “Tag
Offeree”) up to such Tag Offeree’s Proportionate Share of all Partnership
Interests or Membership Interests, respectively, in each case in
accordance with the terms of this Section 6;




     (ii) If at any time the AIM Parties cease to own at least
seventy-five percent (75%) of the collective Partnership Interests owned
by the AIM Parties upon closing of the transactions contemplated by the
Contribution Agreement, then if at any time thereafter the AIM Parties
desire to make a Disposition of all or a portion of their collective
Partnership Interests to a non-Affiliated third party, the AIM Parties
shall offer to include in such proposed Disposition that number of
Partnership Interests owned and designated by each Tag Offeree up to such
Tag Offeree’s Proportionate Share of all Partnership Interests in each
case in accordance with the terms of this Section 6; and




     (iii) If at any time the AIM Parties cease to own at least
seventy-five percent (75%) of the collective Membership Interests owned by
the AIM Parties upon closing of the transactions contemplated by the
Contribution Agreement, then if at any time thereafter the AIM Parties
desire to make a Disposition of all or a portion of their collective
Membership Interests to a non-Affiliated third party, the AIM Parties
shall offer to include in such proposed Disposition that number of
Membership Interests owned and designated by each Tag Offeree up to such
Tag Offeree’s Proportionate Share of all Membership Interests in each case
in accordance with the terms of this Section 6.




     (b) Written Offer and Inclusion Notice. The AIM Parties shall cause the
third party offer to be reduced to writing (which writing shall include an offer
to purchase or otherwise acquire Partnership Interests and Membership Interests,
or both, as applicable, in a Qualifying Transaction from the Tag Offerees as
required by this Section 6 and a time and place designated for the closing of
such purchase, which time shall not be less than twenty (20) days after delivery
of such notice and no more than ninety (90) days after delivery of such notice)
and shall send written notice of such third party offer (the
“Inclusion Notice”)
to each of the Tag Offerees.



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     (c) Exercise of Inclusion Right. Each Tag Offeree shall have the right (an
“Inclusion Right”), exercisable by delivery of notice to the AIM Parties at any
time within the Inclusion Exercise Period, together with the AIM Parties, to make
a Disposition pursuant to such third party offer, and upon the terms and
conditions set forth in the Inclusion Notice, the Partnership Interests or
Membership Interests, or both, as applicable, permitted and requested to be
included by such Tag Offeree, provided, that, within the Inclusion Exercise
Period, such Tag Offeree shall first comply with the first and prior rights, if
any, of AEP pursuant to the AEP ROFR Letter.




     (d) Closing. The AIM Parties and the Tag Offerees shall make Dispositions of
all of their respective Partnership Interests or Membership Interests, or both,
as applicable, proposed to be transferred by them to the proposed transferee, at
not less than the price and upon terms and conditions, if any, not more
favorable, individually and in the aggregate, to the proposed transferee than
those in the Inclusion Notice at the time and place provided for closing in the
Inclusion Notice, or at such other time and/or place as the Tag Offerees, the AIM
Parties and the proposed transferee shall agree.



     7. Limited Preemptive Right.




     (a) Establishment of Preemptive Right. If the Partnership offers to sell any
Partnership Interests or GP offers to sell any Membership Interests; to any AIM
Party, the Partnership or GP, as the case may be, shall offer to sell to the
Investors a portion of such Partnership Interests or Membership Interests, as the
case may be, equal to the quotient determined by dividing (i) the number of
Partnership Interests or Membership Interests, as the case may be, held by such
Investor at such time by (ii) the total number of Partnership Interests or
Membership Interests, as the case may be, held by each Investor and each AIM
Party collectively immediately prior to such issuance (a “Preemptive Right”).
Each Investor shall be entitled to purchase such Partnership Interests or
Membership Interests, as the case may be, on the same terms and conditions as are
offered to the AIM Party.




     (b) Preemptive Rights Notice. The Partnership shall send written notice of
a Preemptive Right (the “Preemptive Rights Notice”) to each Investor. The
Preemptive Rights Notice shall set forth all of the terms and conditions of the
Preemptive Right.




     (c) Exercise of Inclusion Right. Each Investor shall have the right,
exercisable by delivery of notice to the Partnership or GP, as the case may be,
at any time within 10 days of delivery of the Preemptive Rights Notice, to
exercise all or part of its Preemptive Right.




     (d) Closing. The AIM Parties and the Investors shall make their purchase of
all of their respective Partnership Interests or Membership Interests, or both,
as applicable, proposed to be purchased by them from the Partnership or GP, as
the case may be, at not less than the price and upon terms and conditions, if
any, not more favorable, individually and in the aggregate, from the Partnership
or GP, as the case may be, than those in the Preemptive Rights Notice at the time
and place provided for closing in the Preemptive
Rights Notice, or at such other time and/or place as the Investors, the AIM
Parties and the Partnership or GP, as the case may be, shall agree.



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     8. Exceptions to and Termination of Certain Transfer-Related Provisions.




     (a) Dispositions Involving Affiliates. Notwithstanding anything to the
contrary in this Agreement, and for the sake of greater clarity, the provisions
of Sections 4, 5 and 6 to the extent they would otherwise be applicable shall not
apply to (i) any Disposition that constitutes a transfer between the Investors
and any of their Affiliates, provided, that the transferring party shall provide
written notice to AIM of such transfer and any such transferee shall be required
as a condition thereto to execute an instrument in such form as is reasonably
required by AIM agreeing to be bound by the provisions of this Agreement with
respect to the Interests held by such transferee as if such transferee were one
of the Investors hereunder, (ii) any Disposition that constitutes a transfer
between AIM and any of its Affiliates, provided, that any such transferee shall
be required as a condition thereto to execute an instrument in such form as is
reasonably required by the Investors agreeing to be bound by the provisions of
this Agreement with respect to the Interests held by such transferee as provided
herein with respect to any Affiliate of AIM, or (iii) any Disposition that is a
distribution by AIM or any of its Affiliates of Partnership Interests or
Membership Interests, or both, to Persons who have made investments in the AIM
Funds Group.




     (b) Effect of Initial Public Offering. After the completion of an Initial
Public Offering, the provisions of Sections 4, 5, 6 and 7 shall terminate with
respect to any Disposition of Partnership Interests, except that the provisions
of Section 6 shall continue to apply to a Disposition of Partnership Interests
by the AIM Parties in any case where the AIM Parties are invoking the provisions
of Section 5 to require each Investor and its respective Affiliates to
participate in a Proposed Sale of all of their Membership Interests. For the
avoidance of doubt, after the completion of an Initial Public Offering, the
provisions of Sections 4, 5, 6 and 7 shall continue to be in full force and
effect with respect to any Disposition or acquisition of Membership Interests
covered thereby.



     9. Acquisition Opportunities.




     (a) If an AIM Party becomes aware of an opportunity to acquire surface coal
mining properties in the States of Illinois, Indiana, Ohio, Pennsylvania or West
Virginia (“Subject Assets”) with a fair market value (as determined in good faith
by the board of directors or other comparable governing body of such AIM Party)
equal to or greater than $5 million that it is interested in pursuing, then,
subject to Section 9(b), as soon as practicable thereafter, such AIM Party shall
notify GP, in writing, of such opportunity and deliver to GP all information
prepared by or on behalf of such AIM Party relating to such opportunity. As soon
as practicable, but in any event within 30 days after receipt of such written
notification and information, GP, on behalf of the Partnership, shall notify AIM,
in writing, that either (i) GP, on behalf of the Partnership, has elected (with
the concurrence of Members owning 75% of the Membership Interests of GP) not to
cause the Partnership to pursue the opportunity to purchase the Subject Assets,
or (ii) GP, on behalf of the Partnership, has elected to cause the Partnership to
pursue the opportunity to
purchase the Subject Assets. If GP fails to provide such notice within such
period of 30 days, GP, on behalf of the Partnership, will be deemed to have
elected the alternative described in clause (ii). If GP elects the alternative
described in clause (i), the AIM Party may pursue such



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opportunity. If GP elects or is deemed to have elected the alternative in clause (ii),
but thereafter abandons such opportunity with the approval of Members owning 75% of the
Membership Interests of GP, the AIM Party may pursue such opportunity.




     (b) Notwithstanding Section 9(a), in the event that an AIM Party becomes
aware of an opportunity to make an acquisition that includes both Subject Assets
and assets that are not Subject Assets and the Subject Assets have a fair market
value (as determined in good faith by the board of directors or other comparable
governing body of such AIM Party) equal to or greater than $5 million but
comprise less than 20% of the fair market value (as determined in good faith by
the board of directors or other comparable governing body of such AIM Party) of
the total assets being acquired, then the AIM Party may make such acquisition
without first offering the opportunity to the Partnership.




     (c) This Section 9 shall not apply to an acquisition by an AIM Party of
securities that are listed on a National Securities Exchange.




     (d) This Section 9 shall terminate on the earlier to occur of (i) the
Initial Public Offering or (ii) the first day on which the AIM Parties cease to
control the Partnership



     10. Miscellaneous Provisions.




     (a) Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified or supplemented only by written agreement of the
Partnership, GP, AIM and a Majority of Investors.




     (b) Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the party entitled to
the benefits thereof only by a written instrument signed by the party granting
such waiver, but such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.




     (c) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or mailed by a
nationally recognized overnight courier or registered or certified mail (return
receipt requested), postage prepaid, to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice,
provided, that notices of a change of address shall be effective only upon
receipt thereof):




     If to the Partnership, GP or AIM, to:


c/o AIM Oxford Holdings, LLC

950 Tower Lane, Suite 800

Foster City, California 94404

Attention: Matthew P. Carbone and Brian D. Barlow





     with copies (which shall not constitute notice) to:



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Vinson & Elkins L.L.P.

 First City Tower 

1001 Fannin Street, Suite 2500

 Houston, Texas 77002

Attention: William N. Finnegan IV





     If to any of the Investors, to:


C&T Coal, Inc. 

544 Chestnut Street

 P.O. Box 427

Coshocton, Ohio 43812

Attention: Charles C. Ungurean





     with copies (which shall not constitute notice) to:


Squire, Sanders & Dempsey
L.L.P. 

4900 Key Tower

 127 Public Square

 Cleveland, Ohio 44114-1304

Attention: Alan S. Doris





     (d) Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but, except for the right to assign
registration rights as permitted by Section 10 of Exhibit B to this Agreement,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any party hereto, including by operation of law, without the
prior written consent of the other parties hereto (which may be withheld in the
sole discretion of any such party).




     (e) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (regardless of the laws that
might otherwise govern under applicable principles of conflicts of law of the
State of Delaware) as to all matters, including matters of validity,
construction, effect, performance and remedies.




     (f) Facsimiles; Counterparts. This Agreement may be executed by facsimile
signatures by any party and such signature shall be deemed binding for all
purposes hereof, without delivery of an original signature being thereafter
required. This Agreement may be executed in one or more counterparts, each of
which, when executed, shall be deemed to be an original and all of which together
shall constitute one and the same document.




     (g) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.



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     (h) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law but if any provision or portion of any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of
any provision in such jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained
herein.




     (i) Third Party Beneficiaries. This Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their respective successors
and permitted assigns. None of the provisions of this Agreement shall be for the
benefit of or enforceable by any third party, including any creditor of any party
or any of its Affiliates. No such third party shall obtain any right under any
provision of this Agreement or shall by reason of any such provision make any
claim in respect of any liability (or otherwise) against any party hereto.



[Signature Page Follows]




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     IN
WITNESS WHEREOF, the parties
hereto have executed (in the case of
entities, by their respective duly authorized officers) this Agreement as of the date
first above written.



	 	 	 	 	 
	 	OXFORD RESOURCE PARTNERS, LP

 	 
	 	By:  	 Oxford Resources GP, LLC,
 its General Partner
 	 
	 	 	 
	 	By:  	                                           /s/ Matthew P. Carbone
 	 
	 	 	Name:  	Matthew P. Carbone  	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OXFORD RESOURCES GP, LLC

 	 
	 	By:  	/s/ Matthew P. Carbone
 	 
	 	 	Name:  	Matthew P. Carbone  	 
	 	 	Title:  	Authorized Person 	 
	 
	 	AIM OXFORD HOLDINGS, LLC

 	 
	 	By:  	 AIM Coal LLC,
 its Manager
 	 
	 	 	 
	 	By:  	 AIM Coal Management LLC,
 its Manager
 	 
	 	 	 
	 	By:  	                                           /s/ Matthew P. Carbone
 	 
	 	 	Name:  	Matthew P. Carbone  	 
	 	 	Title:  	Managing Member 	 
	 
	 	C&T COAL, INC.

 	 
	 	By:  	/s/
Charles C. Ungurean
 	 
	 	 	Name:  	Charles C. Ungurean  	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	/s/
Charles C. Ungurean
 	 
	 	Charles C. Ungurean 	 
	 
	 	 	 
	 	/s/
Thomas T. Ungurean
 	 
	 	Thomas T. Ungurean 	 
	 



Signature Page to Investors’ Rights Agreement




 









 





EXHIBIT A




     1.1 Definitions. As used in this Agreement, the following terms have the meanings
specified or referred to in this Section 1.1:



          (1) “AEP” shall have the meaning set forth in Section 4(a).




          (2) “AEP Diligence Period” shall mean any due diligence period to which AEP
is entitled in connection with determining whether or not to exercise its right
of first refusal under the AEP ROFR Letter.




          (3) “AEP ROFR Letter” shall mean that certain Coal Purchase and Sale
Agreement No. 10-62-04-900, dated as of May 21, 2004, between AEP and Oxford
Mining Company, Inc., as amended by those certain waiver letters dated May
25, 2007 and August 9,  2007, by and among AEP, Charles C.
Ungurean and Thomas T. Ungurean.




          (4) “AEP ROFR Period” shall mean the period of time (i) having a duration
of forty (40) days immediately following the date of the Inclusion Notice plus
(ii) any further period of time for the AEP Diligence Period.




          (5) “Affiliate” shall mean, when used with respect to a specified Person,
(i) any Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, a specified
Person or (ii) a Relative of such specified Person or of an individual described
in clause (i). A Person shall be deemed to control another Person if such first
Person possesses, directly or indirectly, the power to direct, or cause the
direction of, the management and policies of such other Person, whether through
the ownership of voting securities or other similar interests, by contract or
otherwise. For purposes of this Agreement, in no event shall any of the
Investors be considered an Affiliate of the Partnership, GP or AIM.




          (6) “Agreement” shall have the meaning set forth in the preamble.




          (7) “AIM” shall have the meaning set forth in the preamble.




          (8) “AIM Funds Group” shall mean AIM, AIM Management Coal LLC, American
Infrastructure MLP Fund, L.P., American Infrastructure MLP Private Equity Fund,
L.P., AIMF Founders Fund, L.P., American Infrastructure MLP Management, LLC,
American Infrastructure MLP PE Management, LLC and any entity that is an Affiliate
of any of the foregoing that is formed to make investments in management buyouts,
asset purchases or other businesses.




          (9) “AIM Parties” shall have the meaning set forth in Section 5(a).




          (10) “Board” shall mean the board of directors of GP, which shall constitute
the board of managers provided for under Delaware law.




          (11) “C&T Coal” shall have the meaning set forth in the preamble.




A-1









 








          (12) “C&T Coal Designee Number” shall mean (a) at any time prior to the
completion of the Initial Public Offering, that number as is equal to
the percentage share of the total outstanding Membership Interests owned by
C&T Coal and its Affiliates at such time multiplied by the total number of
members of the Board at such time, with any fractional number being eliminated by
rounding down to the next whole number, provided, that such number shall in no
event be less than one (1), and (b) at any time following the completion of the
Initial Public Offering, that number as is equal to the percentage share of the
total outstanding Membership Interests owned by C&T Coal and its Affiliates at
such time multiplied by the total number of members of the Board at such time,
with any fractional number being eliminated by rounding down to the next whole
number, provided that (i) the C&T Coal Designee Number will be reduced if
necessary such that the C&T Coal Designee Number and the number of members of the
Board that are Independent Directors (as defined in the Partnership Agreement)
are less than fifty percent (50%) of the members of the Board and (ii) the C&T
Coal Designee Number shall in no event be less than one (1).




          (13) “Common Unit” shall have the meaning assigned to such term in the
Partnership Agreement.




          (14) “Contribution Agreement” shall have the meaning set forth in the recitals.




          (15) “Disposition” shall mean any sale, contract to sell, pledge, transfer,
exchange or other disposition, whether directly or indirectly (including by
merger, consolidation or otherwise).




          (16) “Drag Notice” shall have the meaning set forth in Section 5(b).




          (17) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended, and any successor statute thereto and the rules and regulations of the
SEC promulgated thereunder.




          (18) “GP” shall have the meaning set forth in the preamble.




          (19) “Inclusion Exercise Period” shall mean a period of time equal to the
AEP ROFR Period plus an additional ten (10) business days.




          (20) “Inclusion Notice” shall have the meaning set forth in Section 6(b).




          (21) “Inclusion Right” shall have the meaning set forth in Section 6(c).




          (22) “Initial Public Offering” shall mean the first underwritten public
offering by the Partnership or its securityholders of Common Units pursuant to an
effective registration statement under the Securities Act following which Common
Units are listed and traded on a National Securities Exchange.




          (23) “Interests” shall mean the Partnership Interests and the Membership
Interests and “Interest” shall mean either a Partnership Interest or a Membership
Interest.






A-2









 








          (24) “Investor” and “Investors” shall have the meanings set forth in the
preamble.




          (25) “Limited Liability Company Agreement” shall mean the
Amended and Restated Limited Liability Company Agreement of GP, as the same
may be amended or restated from time to time.




          (26) “Majority of Investors” shall mean the holders of a majority of the
Common Units owned by the Investors.




          (27) “Membership Interest” shall have the meaning assigned to such term in
the Limited Liability Company Agreement.




          (28) “National Securities Exchange” shall have the meaning assigned to such
term in the Exchange Act.




          (29) “Offer Holder” shall have the meaning set forth in Section 4(a).




          (30) “Partnership” shall have the meaning set forth in the preamble.




          (31) “Partnership Agreement” shall mean the First Amended and Restated
Limited Partnership Agreement of Oxford Resource Partners, LP, as the same may
be amended or restated from time to time.




          (32) “Partnership Interest” shall have the meaning assigned to such term in
the Partnership Agreement.




          (33) “Partnership Parties” shall have the meaning set forth in the preamble.




          (34) “Person” shall mean any individual, partnership, joint venture,
corporation, limited liability company, limited liability partnership, trust,
unincorporated organization or governmental authority or any department or
agency thereof.




          (35) “Preemptive Right” shall have the meaning set forth in Section 7(a).




          (36) “Preemptive Rights Notice” shall have the meaning set forth in Section
7(b).




          (37) “Proportionate Share” shall mean, with respect to each Investor
exercising its tag-along rights provided for in Section 6, its proportionate
share of the total Partnership Interests or Membership Interests, whichever is
applicable, held by the Persons participating in the transaction that is the
subject of the tag-along rights.




          (38) “Proposed Sale” shall have the meaning set forth in Section 5(a).




          (39) “Qualifying Transaction” shall mean a third party offer: (i) which does
not contain provisions related to any property other than Interests held by the
offeree; (ii) in which the proposed consideration for Interests shall be
expressed only in terms of cash (in U.S. dollars); and


A-3









 







(iii) which by its terms provides that any Person participating as an offeree in the
transaction proposed in such third party offer will not have liability for indemnification or
otherwise in excess of the amount of the cash consideration received by such offeree in such
transaction.




          (40) “Relative” shall mean, with respect to any individual, (i) such
individual’s spouse, (ii) any direct descendant, parent, grandparent, great
grandparent or sibling (in each case whether by blood or adoption), and (iii) the
spouse of an individual described in clause (ii).




          (41) “Right of First Refusal” shall have the meaning set forth in Section 4(a).




          (42) “ROFR Holder” shall have the meaning set forth in Section 4(a).




          (43) “ROFR Notice” shall have the meaning set forth in Section 4(a).




          (44) “SEC” shall mean the Securities and Exchange Commission or any
successor agency having jurisdiction under the Securities Act.




          (45) “Securities Act” shall mean the Securities Act of 1933, as amended,
and any successor statute thereto and the rules and regulations of the SEC
promulgated thereunder.




          (46) “Tag Offeree” shall have the meaning set forth in Section 6(a).




          (47) “Third Party Offer” shall have the meaning set forth in Section 4(a).




     1.2 Interpretations. Unless expressly provided for elsewhere in this Agreement,
this Agreement shall be interpreted in accordance with the following provisions:



          (1) no consideration may be given to the captions of the articles, sections
or subsections, all of which are inserted for convenience in locating the
provisions of this Agreement and not as an aid in its construction;




          (2) no consideration may be given to the fact or presumption that one party
had a greater or lesser hand in drafting this Agreement;




          (3) examples are not to be construed to limit, expressly or by implication,
the matter they illustrate;




          (4) the word “includes” and its derivatives means “includes but is not
limited to” and corresponding derivative expressions;




          (5) the meanings of the defined terms are applicable to both the singular
and plural forms thereof;




          (6) all references to prices, values or monetary amounts refer to United
States dollars;




          (7) all references to articles, sections, subsections, paragraphs, clauses,
exhibits or schedules refer to articles, sections, subsections,
paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;






A-4









 








          (8) each exhibit and schedule to this Agreement is a part of this Agreement
and references to the term “Agreement” are deemed to include each such exhibit
and schedule to this Agreement except to the extent that the context indicates
otherwise, but if there is any conflict or inconsistency between the main body
of this Agreement and any exhibit or schedule the provisions of the main body of
this Agreement will prevail;




          (9) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular
article, section, subsection or other subdivision, unless expressly so limited;




          (10) the word “or” is disjunctive but not necessarily exclusive; and




          (11) all references to agreements or laws are deemed to refer to such
agreements or laws as amended or as in effect at the applicable time.






A-5









 








EXHIBIT B




REGISTRATION RIGHTS




     Section 1. Definitions. Capitalized terms used herein but not defined in this
Section 1 shall have the meanings ascribed to them in Exhibit A to the Investors’ Rights
Agreement. As used herein, the following terms shall have the following meanings:



          “Demand Notice” shall have the meaning set forth in Section 2(a) hereof.




          “Demand Registration” shall have the meaning set forth in Section 2(a) hereof.




          “indemnified
party” and “indemnifying party” shall have the respective
meanings set forth in Section 7(c) hereof.




          “Investor” shall mean C&T Coal, Inc.




          “Investors’ Rights Agreement” shall mean that certain Investors’ Rights
Agreement, dated as of August ___, 2007, to which this Exhibit B is attached.




          
“Losses” shall have the meaning set forth in Section 7(a) hereof.




          “Notice” shall have the meaning set forth in Section 2(a) hereof.




          “Partner Distribution” shall have the meaning set forth in Section 2(a) hereof.




          “Partnership Indemnified Persons” shall have the meaning set forth in
Section 7(b) hereof.




          “Piggyback Notice” shall have the meaning set forth in Section 3(a) hereof.




          “Piggyback Registration” shall have the meaning set forth in Section 3(a) hereof.




          “Proceeding” shall mean an action, claim, suit, arbitration or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.




          “Prospectus” shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and all other amendments and
supplements to the Prospectus, including, without limitation, post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.




          “Registrable Securities” shall mean (a) the Class B Common Units issued to
the Investor pursuant to the Contribution Agreement and (b) any securities
issued in respect of such Class B Common Units by reason of or in connection
with any dividend, distribution, split or purchase in any rights offering or in
connection with any exchange for or replacement of such


 









 







Class B Common Units or any combination of securities, recapitalization, merger or
consolidation, or any other equity securities issued pursuant to any other pro rata
distribution with respect to such Class B Common Units. As to any particular Registrable
Securities, once issued such securities shall cease to be Registrable Securities when (i) they
are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they
are sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act)
and the transferee thereof does not receive “restricted securities” as defined in Rule 144,
(iii) they cease to be outstanding, (iv) they have been sold in a private transaction in which
the transferor’s rights hereunder are not assigned to the transferee of the securities in
accordance with the terms herein, (v) they become eligible for resale pursuant to Rule 144(k)
(or any similar rule then in effect under the Securities Act) or (vi) they become eligible for
resale pursuant to Rule 144 (or any similar rule then in effect under the Securities Act) and
the holder of such securities does not then beneficially own more than 1% of such class of
securities. No Registrable Securities may be registered under more than one Registration
Statement at any one time.




          “Registration Statement” shall mean any registration statement of the
Partnership under the Securities Act which permits the public offering of any of
the Registrable Securities pursuant to the provisions herein, including, without
limitation, the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.




          “Rule 144” shall mean Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.




          “Unitholder Indemnified Persons” shall have the meaning set forth in Section
7(a) hereof.




          “underwritten
registration or underwritten offering” shall mean a
registration in which securities of the Partnership are sold to an underwriter
for reoffering to the public.




     Section 2. Demand Registration.



               (a) Requests for Registration. Subject to the limits set forth
below, at any time after the Initial Public Offering, the holders of at
least 25% of the then outstanding Registrable Securities shall have the
right, by delivering a written notice to the Partnership (a “Demand
Notice”), to require the Partnership to register, pursuant to the
terms herein and in accordance with the provisions of the Securities Act,
the number of Registrable Securities requested to be so registered
pursuant to the terms herein (a “Demand Registration”). Within 10 days
after receipt by the Partnership of a Demand Notice, the Partnership
shall give written notice (the “Notice”) of such Demand Notice to all
other holders of Registrable Securities and shall, subject to the
provisions of Section 2(b) hereof, include in such registration all
Registrable Securities with respect to which the Partnership received
written requests for inclusion therein within 10 days after such Notice
is given by the Partnership to such holders.



          Following receipt of a Demand Notice for a Demand Registration, the
Partnership shall use commercially reasonable efforts to file a Registration
Statement as promptly as





2









 







practicable, but not later than 60 days after such Demand Notice, and shall use commercially
reasonable efforts to cause such Registration Statement to be declared effective under the
Securities Act as promptly as practicable after the filing thereof.




          The holders of Registrable Securities collectively shall be entitled to four
Demand Registrations; provided, however, that the holders of Registrable
Securities collectively shall only be entitled to request a maximum of two Demand
Registrations at any time that the Partnership is not eligible to use Form S-3
(or a comparable form) for the registration under the Securities Act of any of
its securities. After such time as the Partnership shall become eligible to use
Form S-3 (or a comparable form) for the registration under the Securities Act of
any of its securities, the holders of Registrable Securities shall be entitled to
request that any Demand Registration for which they are delivering a Demand
Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act.
Notwithstanding any other provisions of this Section 2, in no event shall a
Demand Notice be given within 180 days after the effective date of any
Registration Statement filed pursuant to a prior Demand Notice or within 120 days
after the effective date of a Registration Statement filed by the Partnership;
provided, however, that no Demand Notice may be prohibited for such 120-day
period more often than once in a 12-month period.




          No Demand Registration shall be deemed to have occurred for purposes of this
Section 2 if the Registration Statement relating thereto (i) does not become
effective, (ii) is not maintained effective for the period required pursuant to
this Section 2(a) or (iii)the offering of the Registrable Securities pursuant to
such Registration Statement is subject to a stop order, injunction or similar
order or requirement of the SEC during such period. In the case of each of
clauses (i), (ii) and (iii), such requesting holder of Registrable Securities
shall be entitled to an additional Demand Registration.




          All requests made pursuant to this Section 2 will specify the amount of
Registrable Securities to be registered and the intended methods of disposition
thereof.




          The Partnership shall be required to maintain the effectiveness of the
Registration Statement (except in the case of a requested
“shelf” registration)
with respect to any Demand Registration for a period of at least 180 days
after the effective date thereof or such shorter period in which all Registrable
Securities included in such Registration Statement have actually been sold;
provided, however, that such period shall be extended for a period of time equal
to the period the holder of Registrable Securities refrains from selling any
securities included in such registration at the request of (x) an underwriter or
(y) the Partnership pursuant to the provisions herein. The Partnership shall be
required to maintain the effectiveness of a shelf Registration Statement with
respect to any Demand Registration at all times after the effective date thereof
until all Registrable Securities included in such Registration Statement have
actually been sold; provided, however, that any holder of Registrable Securities
that have been included in a shelf Registration Statement may request that such
Registrable Securities be removed from such Registration Statement, in which
event the Partnership shall promptly either withdraw such Registration Statement
or file a post-effective amendment to such Registration Statement removing such
Registrable Securities.




          Notwithstanding anything contained herein to the contrary, the Partnership
hereby agrees that (i) each Demand Registration that is a
“shelf” registration
pursuant to Rule


3









 







415 under the Securities Act shall contain all language (including, without limitation, on
the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as
may be reasonably requested by a holder of Registrable Securities to allow for a distribution
to, and resale by, the direct and indirect partners, members or stockholders of a holder of
Registrable Securities (a “Partner Distribution”) and (ii) the Partnership shall, at the
reasonable request of any holder of Registrable Securities seeking to effect a Partner
Distribution, file any Prospectus supplement or post-effective amendment and otherwise take any
action reasonably necessary to include such language, if such language was not included in the
initial Registration Statement, or revise such language if deemed reasonably necessary by such
holder to effect such Partner Distribution.




               (b) Priority on Demand Registration. If any of the Registrable
Securities registered pursuant to a Demand Registration are to be sold in
a firm commitment underwritten offering, and the managing underwriter or
underwriters advise the holders of such Registrable Securities and the
holders of all other securities proposed to be included by other holders
of securities entitled to include securities in such offering pursuant to
incidental or piggyback registration rights, in writing, that in its or
their view the total number or dollar amount of securities proposed to be
sold in such offering is such as to adversely affect the success of such
offering, then, the number of securities that in the opinion of such
managing underwriter can be sold without adversely affecting such
offering shall be included in the lesser amount for each holder of such
securities of (i) the pro rata number of securities for such holder based
on the amount of securities held by each holder of securities who has
requested to have securities included in such offering or (ii) the number
of securities which such holder requested be included in such offering.



          In connection with any Demand Registration to which the
provisions of this subsection (b) apply, such registration shall not reduce
the number of available Demand Registrations under this Section 2 in the event
that the Registration Statement excludes more than 20% of the aggregate number of
Registrable Securities requested to be included (whether pursuant to the Demand
Notice or in response to the Notice).




               (c) Postponement of Demand Registration. The Partnership shall be
entitled to postpone (but not more than once in any twelve-month period),
for a reasonable period of time not in excess of 180 days, the filing of
a Registration Statement if the Partnership delivers to the holders
requesting registration a certificate signed by the President or Chief
Executive Officer of GP stating that, in the good faith judgment of the
Board, it would be in the best interests of the Partnership and its
limited partners for such Registration Statement not to be filed. Such
certificate shall contain an approximation of the anticipated delay. The
holders receiving such certificate shall keep the information contained
in such resolution confidential on the same terms set forth in Section
5(p) hereof. If the Partnership shall so postpone the filing of a
Registration Statement, the holder who made the Demand Registration shall
have the right to withdraw the request for registration by giving written
notice to the Partnership within 20 days of the anticipated termination
date of the postponement period, as provided in such certificate
delivered to the holders, and in the event of such withdrawal, such
request shall not be counted for purposes of the number of Demand
Registrations to which such holder is entitled pursuant to the terms
herein.



4









 






               (d) Use, and Suspension
 of Use, of Shelf Registration Statement. If
the Partnership has filed a “shelf” Registration Statement and has included
Registrable Securities therein, the Partnership shall be entitled to
suspend (but not more than an aggregate of 90 days in any twelve month
period), for a reasonable period of time not in excess of 90 days, the
offer or sale of Registrable Securities pursuant to such Registration
Statement by any holder of Registrable Securities if (i) a “road show” is
not then in progress with respect to a proposed offering of Registrable
Securities by such holder pursuant to such Registration Statement and such
holder has not executed an underwriting agreement with respect to a
pending sale of Registrable Securities pursuant to such Registration
Statement and (ii) the Partnership delivers to the holders of Registrable
Securities included in such Registration Statement a certificate signed by
the President or Chief Executive Officer of GP stating that, in the good
faith judgment of the Board, it would be in the best interests of the
Partnership and its limited partners to suspend such offer. Such
certificate shall contain an approximation of the anticipated delay. The
holders receiving such certificate shall keep the information contained in
such certificate confidential on the same terms set forth in Section 5(p)
hereof.



     Section 3. Piggyback Registration.



               (a) Right to Piggyback. If, at any time after the
Initial Public Offering, the Partnership proposes to file a
registration statement under the Securities Act with respect to an
offering of Common Units by and for the account of the Partnership (other
than a registration statement (i) on Form S-4, Form S-8 or any successor
forms thereto or (ii) filed solely in connection with an exchange offer
or any employee benefit or dividend reinvestment plan), whether or not
for its own account, then, each such time, the Partnership shall give
prompt written notice of such proposed filing at least 15 days before the
anticipated filing date (the “Piggyback Notice”) to all of the holders of
Registrable Securities. The Piggyback Notice shall offer such holders the
opportunity to include in such registration statement the number of
Registrable Securities as each such holder may request (a “Piggyback
Registration”). Subject to Section 3(b) hereof, the Partnership shall
include in each such Piggyback Registration all Registrable Securities
with respect to which the Partnership has received written requests for
inclusion therein within 10 days after notice has been given to the
applicable holder. The holders of Registrable Securities exercising their
rights under this Section 3(a) shall be permitted to withdraw all or part
of the Registrable Securities from a Piggyback Registration at any time
prior to the effective date of such Piggyback Registration. The
Partnership shall not be required to maintain the effectiveness of the
Registration Statement for a Piggyback Registration beyond the earlier to
occur of (i) 180 days after the effective date thereof and (ii)
consummation of the distribution by the holders of the Registrable
Securities included in such Registration Statement.




               (b) Priority on Piggyback Registrations. The Partnership shall use
commercially reasonable efforts to cause the managing underwriter or
underwriters of a proposed underwritten offering to permit holders of
Registrable Securities requested to be included in the registration for
such offering to include all such Registrable Securities on the same
terms and conditions as any other securities, if any, of the Partnership
included therein. Notwithstanding the foregoing, if the managing
underwriter or underwriters of such underwritten offering have informed
the Partnership in writing that in its or their view the total number or
dollar amount of securities that the holders of such Registrable
Securities, the Partnership and any other Persons having rights to
participate in such registration intend to include in such



5









 







offering is such as to adversely affect the success of such offering, then the number of
securities that in the opinion of such managing underwriter can be sold without adversely
affecting such offering shall be included in the following order:




               (i) first, the securities for the account of the
Partnership; and




               (ii) second, securities held by all other holders of
securities, in the lesser amount for each holder of such
securities of (A) the pro rata number of securities for
such holder based on the amount of
securities held by each holder of securities who has
requested to have securities included in such offering or
(B) the number of securities which such holder requested
be included in such offering



               Notwithstanding anything contained herein to the contrary, the
Partnership hereby agrees that (i) any Piggyback Registration that is a
“shelf” registration pursuant to Rule 415 under the Securities Act shall
contain all language (including, without limitation, on the Prospectus
cover page, the principal stockholders’ table and the plan of
distribution) as may be reasonably requested by a holder of Registrable
Securities to allow for a Partner Distribution and (ii) the Partnership
shall, at the reasonable request of any holder of Registrable Securities
seeking to effect a Partner Distribution, file any Prospectus supplement
or post-effective amendments and otherwise take any action reasonably
necessary to include such language, if such language was not included in
the initial Registration Statement, or revise such language if deemed
reasonably necessary by such holder to effect such Partner Distribution.



     Section 4. Restrictions on Public Sale by Holders of Registrable Securities. Each
holder of Registrable Securities agrees, in connection with any underwritten offering
made pursuant to a Registration Statement (whether or not such holder elected to include
Registrable Securities in such Registration Statement), if requested (pursuant to a
written notice) by the managing underwriter or underwriters in an underwritten offering,
not to effect any public sale or distribution of any Registrable Securities (except as
part of such underwritten offering), including a sale pursuant to Rule 144, or to give
any Demand Notice during the period commencing on the date of the request (which shall
be no earlier than 14 days prior to the expected “pricing” of such offering) and
continuing for not more than (a) 180 days in the case of the Initial Public Offering,
(b) 90 days in the case of any underwritten public offering other than the Initial
Public Offering made prior to the second anniversary of the Initial Public Offering and
(c) 60 days in the case of any underwritten public offering made after the second
anniversary of the Initial Public Offering after the date of the Prospectus (or
Prospectus supplement if the offering is made pursuant to a
“shelf” registration) pursuant to which such public offering shall be made or such shorter period as is
required by the managing underwriter, provided, however, that the Partnership and all
officers and directors of GP must be subject to the same restrictions.



     Section 5. Registration Procedures. If and whenever the Partnership is required to
effect the registration of any Registrable Securities under the Securities Act as
provided in Section 2 or Section 3 hereof, the Partnership shall effect such
registration to permit the sale of such Registrable Securities in accordance with the
intended method or methods of disposition



6









 







thereof, and pursuant thereto the Partnership shall cooperate in the sale of the securities and
shall, as expeditiously as possible:



               (a) Prepare and file with the SEC a Registration Statement or
Registration Statements on any form which shall be available for the sale
of the Registrable Securities by the holders thereof in accordance with
the intended method or methods of distribution
thereof (including, without limitation, a Partner Distribution), and
use commercially reasonable efforts to cause such Registration Statement
to become effective and to remain effective as provided herein; provided,
however, that, no later than 10 days before filing a Registration
Statement or Prospectus or any amendments or supplements thereto
(including, without limitation, documents that would be incorporated or
deemed to be incorporated therein by reference), the Partnership shall
furnish or otherwise make available to the holders of the Registrable
Securities covered by such Registration Statement, their counsel and the
managing underwriters, if any, copies of all such documents proposed to be
filed, which documents shall be subject to the review and comments of such
holders, counsel and managing underwriters. The Partnership shall not file
any such Registration Statement or Prospectus or any amendments or
supplements thereto (including, without limitation, such documents that,
upon filing, would be incorporated or deemed to be incorporated by
reference therein) with respect to a Demand Registration to which the
holders of more than 50% of the Registrable Securities covered by such
Registration Statement, their counsel, or the managing underwriters, if
any, shall reasonably object, unless, in the opinion of the Partnership
and its counsel, such filing is necessary to comply with applicable law.



               (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep
such Registration Statement continuously effective during the period
provided herein and comply in all material respects with the provisions
of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement; and cause the related Prospectus
to be supplemented by any Prospectus supplement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of the securities covered by such Registration Statement, and
as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act.



               (c) Notify each selling holder of Registrable Securities, its
counsel and the managing underwriters, if any, promptly, and (if
requested by any such Person) confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
notice from the SEC that there will be a review of a Registration
Statement and promptly provide such holders, their counsel and the
managing underwriters, if any, with a copy of any SEC comments received
by the Partnership in connection therewith, (iii) of any request by the
SEC or any other Federal or state governmental authority for amendments
or supplements to a Registration Statement or related Prospectus or for
additional information, (iv) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (v) if at any time the
representations and warranties of the Partnership contained
in any agreement (including, without limitation, any underwriting
agreement) contemplated by Section 5(o) hereof cease to be true and
correct, (vi) of the receipt by the Partnership of any notification with
respect



7









 







to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, and (vii) of the happening of any event that makes any statement
made in such Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires
the making of any changes in such Registration Statement, Prospectus or documents so that, in
the case of the Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading,
and that in the case of the Prospectus it will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.



               (d) Use commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement, or
the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction.



               (e) If requested by the managing underwriters, if any, or any holder
of Registrable Securities being sold in connection with an underwritten
offering, promptly include in a Prospectus supplement or post-effective
amendment such information as the managing underwriters, if any, and such
holders may reasonably request in order to permit the intended method of
distribution of such securities and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as
practicable after the Partnership has received such request.



               (f) Furnish or make available to each selling holder of Registrable
Securities, its counsel and each managing underwriter, if any, without
charge, at least five conformed copies of the Registration Statement, the
Prospectus and Prospectus supplements, if applicable, and each
post-effective amendment thereto, including financial statements (but
excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits, unless requested by
such holder, counsel or underwriter).



               (g) Deliver to each selling holder of Registrable Securities, its
counsel and the underwriters, if any, without charge, as many copies of
the Prospectus or Prospectuses (including each form of Prospectus) and
each amendment or supplement thereto as such Persons may reasonably
request in connection with the distribution of the Registrable
Securities; and the Partnership, subject to the last paragraph of this
Section 5, hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling holders of
Registrable Securities and the underwriters, if any, in connection with
the offering and sale of the Registrable Securities covered by such
Prospectus and any such amendment or supplement thereto.



               (h) Prior to any public offering of Registrable Securities, use
commercially reasonable efforts to register or qualify or cooperate with
the selling holders of Registrable Securities, the underwriters, if any,
and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of
such



8









 







Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such
jurisdictions within the United States as any seller or underwriter reasonably requests and to
keep each such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and to take any other action
that may be necessary or advisable to enable such holders of Registrable Securities to
consummate the disposition of such Registrable Securities in such
jurisdiction; provided, however, that the Partnership will not be required to (i) qualify generally to do business in
any jurisdiction where it is not then so qualified or (ii) take any action that would subject
it to general service of process in any such jurisdiction where it is not then so subject.



               (i) Cooperate with the selling holders of Registrable Securities and
the managing underwriters, if any, to facilitate the timely preparation
and delivery of certificates (not bearing any legends) representing
Registrable Securities to be sold after receiving written representations
from each holder of such Registrable Securities that the Registrable
Securities represented by the certificates so delivered by such holder
will be transferred in accordance with the Registration Statement, and
enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, or holders
may request at least two business days prior to any sale of Registrable
Securities in a firm commitment public offering, but in any other such
sale, within 10 business days prior to having to issue the securities.



               (j) Use commercially reasonable efforts to cause the Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities within the
United States, except as may be required solely as a consequence of the
nature of such selling holder’s business, in which case the Partnership
will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals, as may be
necessary to enable the seller or sellers thereof or the underwriters, if
any, to consummate the disposition of such Registrable Securities.



               (k) Upon the occurrence of any event contemplated by Section
5(c)(vii) hereof, prepare a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference,
or file any other required document so that, as thereafter delivered to
the purchasers of the Registrable Securities being sold thereunder, such
Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.



               (1) Prior to the effective date of the Registration Statement
relating to the Registrable Securities, provide a CUSIP number for the
Registrable Securities.



               (m) Provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such Registration
Statement from and after a date not later than the effective date of such
Registration Statement.



               (n) Use commercially reasonable efforts to cause all shares of
Registrable Securities covered by such Registration Statement to be
listed on the primary



9









 







National Securities Exchange, if any, that shares of the particular class of Registrable
Securities are at that time listed.



               (o) Enter into such agreements (including, without limitation, an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings) and take all such other actions reasonably
requested by the holders of a majority of the Registrable Securities being
sold in connection therewith (including those reasonably requested by the
managing underwriters, if any) to expedite or facilitate the disposition
of such Registrable Securities, and in such connection, whether or not an
underwriting agreement is entered into and whether or not the registration
is an underwritten registration, (i) make such representations and
warranties to the holders of such Registrable Securities and the
underwriters, if any, in form, substance and scope as are customarily made
by issuers to underwriters in underwritten offerings, and, if true,
confirm the same if and when requested, (ii) furnish to the selling
holders of such Registrable Securities opinions of counsel and a negative
assurance letter to the Partnership and updates thereof (which counsel,
opinions and letter (in form, scope and substance, in the case of such
opinions and such letter) shall be reasonably satisfactory to the selling
holders of such Registrable Securities, the managing underwriters, if any,
and counsels to the selling holders of the Registrable Securities),
addressed to each selling holder of Registrable Securities and each of the
underwriters, if any, covering the matters customarily covered in opinions
and negative assurance letters requested in underwritten offerings and
such other matters as may be reasonably requested by such holders, counsel
and underwriters, (iii) obtain “cold comfort” letters and updates thereof
from the independent certified public accountants of the Partnership (and,
if necessary, any other independent certified public accountants of any
subsidiary of the Partnership or of any business acquired by the
Partnership for which financial statements and financial data are, or are
required to be, included in the Registration Statement) who have certified
the financial statements included in such Registration Statement,
addressed to each
selling holder of Registrable Securities (unless such accountants
shall be prohibited from so addressing such letters by applicable
standards of the accounting profession) and each of the underwriters, if
any, such letters to be in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with
underwritten offerings, which form and substance shall be acceptable to
the selling holders of the Registrable Securities, (iv) if an underwriting
agreement is entered into, the same shall contain indemnification
provisions and procedures substantially to the effect set forth in Section
7 hereof with respect to all parties to be indemnified pursuant to Section
7 hereof and (v) deliver such documents and certificates as may be
reasonably requested by any holder of Registrable Securities being sold,
such holder’s counsel and the managing underwriters, if any, to evidence
the continued validity of the representations and warranties made pursuant
to Section 5(o)(i) hereof and to evidence compliance with the conditions
contained in the underwriting agreement or other agreement entered into by
the Partnership. The above shall be done at each closing under such
underwriting or similar agreement, or as and to the extent required
thereunder.



               (p) Make available for inspection by the selling holders of
Registrable Securities, any underwriter participating in any such
disposition of Registrable Securities, if any, and any attorneys or
accountants retained by such selling holders or underwriter, at the
offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and properties
of the Partnership and its subsidiaries, and cause the officers,
directors and employees of the Partnership and its subsidiaries to supply
all information in each



10









 







case reasonably requested by any such holder, underwriter, attorney or accountant in
connection with such Registration Statement; provided, however, that any information that is not
publicly available at the time of delivery of such information shall be kept confidential by
such Persons (other than disclosure by such Persons to such Persons’ respective Affiliates)
unless (i) disclosure of such information is required by court or administrative order or other
legal process, (ii) disclosure of such information is required by law, or (iii) such information
becomes generally available to the public other than as a result of a disclosure or failure to
safeguard by such Person. In the case of a proposed disclosure pursuant to (i) or (ii) above,
such Person shall be required to give the Partnership written notice of the proposed disclosure
prior to such disclosure and, if requested by the Partnership, assist the Partnership at the
Partnership’s expense in seeking to prevent or limit the proposed disclosure.



               (q) Comply with all applicable rules and regulations of the SEC and
make available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, or any similar rule promulgated under
the Securities Act, no later than 45 days after the end of any 12 month period (or 90 days after
the end of any 12 month period if such period is a fiscal year) (i) commencing at the end of any
fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or
best efforts underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Partnership after the
effective date of a Registration Statement, which statements shall cover one of said 12
month periods.



          Notwithstanding anything contained herein to the contrary, the Partnership
hereby agrees that any Demand Registration that is a “shelf registration pursuant
to Rule 415 under the Securities Act shall contain all language (including,
without limitation, on the Prospectus cover page, the principal stockholders’
table and the plan of distribution) as may be reasonably requested by a holder of
Registrable Securities. The Partnership may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Partnership in writing such information required in connection with such
registration regarding such seller and the distribution of such Registrable
Securities as the Partnership may, from time to time, reasonably request in
writing.




          Each holder of Registrable Securities agrees if such holder has Registrable
Securities covered by such Registration Statement that, upon receipt of any
notice from the Partnership of the happening of any event of the kind described
in Section 5(c)(iii), 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof, such
holder will forthwith discontinue disposition of such Registrable Securities
covered by such Registration Statement or Prospectus until such holder is
advised in writing by the Partnership that the disposition may be resumed and,
if applicable, has received copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof, together with any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus; provided, however, that the Partnership shall
extend the time periods under Section 2 hereof with respect to the length of
time that the effectiveness of a Registration Statement must be maintained by
the amount of time the holder is required to discontinue disposition of such
securities.




     Section 6. Registration Expenses. All reasonable fees and expenses incident to the
performance of or compliance with the provisions herein by the Partnership including,
without



11









 







limitation, (i) all registration and filing fees (including, without limitation, fees and
expenses (A) with respect to filings required to be made with the National Association of
Securities Dealers, Inc. and the SEC, (B) of compliance with securities or Blue Sky laws,
including, without limitation, any fees and disbursements of counsel for the underwriters in
connection with Blue Sky qualifications of the Registrable Securities pursuant to Section 5(h)
hereof and (C) of listing and registration with a national securities exchange or national
market interdealer quotation system), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses
is requested by the managing underwriters, if any, or by the holders of a majority of the
Registrable Securities included in any Registration Statement), (iii) messenger, telephone and
delivery expenses of the Partnership, (iv) fees and disbursements of counsel for the
Partnership and (v) fees and disbursements of all independent certified public accountants
referred to in Section 5(o)(iii) hereof (including, without limitation, the expenses of any
“cold comfort” letters required herein) shall be borne by the Partnership whether or not any
Registration Statement is filed or becomes effective. In addition, the Partnership shall pay
its internal expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit,
the fees and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange on which similar securities issued by the Partnership are
then listed and rating agency fees and the fees and expenses of any Person, including special
experts, retained by the Partnership.



          The Partnership shall not be required to pay (i) fees and disbursements of
any counsel retained by any holder of Registrable Securities or by any
underwriter (except as set forth in clause 6(i)(B)), (ii) any underwriter’s fees
(including discounts, commissions or fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals) relating to the
distribution of the Registrable Securities or (iii) any other expenses of the
holders of Registrable Securities not specifically required to be paid by the
Partnership pursuant to the first paragraph of this Section 6.




     Section 7. Indemnification.



               (a) Indemnification by the Partnership. The Partnership shall,
without limitation as to time, indemnify and hold harmless, to the
fullest extent permitted by law, each holder of Registrable Securities
whose Registrable Securities are covered by a Registration Statement or
Prospectus, the affiliates, officers, directors, partners, members,
managers, stockholders, accountants, attorneys, agents and employees of
each of them, each Person who controls each such holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, partners, members, managers,
stockholders, accountants, attorneys, agents and employees of each such
controlling person (collectively, the “Unitholder Indemnified
Persons”),
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and reasonable
attorneys’ fees and any legal or other fees or expenses incurred by such
party in connection with any investigation or Proceeding), expenses,
judgments, fines, penalties, charges and amounts paid in settlement
(collectively, “Losses”), as incurred, arising out of or based upon (i)
any untrue statement (or alleged untrue statement) of a material fact
contained in any Prospectus, offering circular or other document
(including, without limitation, any related Registration Statement,



12









 







“issuer free writing prospectus” (as defined in Rule 433 under the Securities Act),
“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, notification or the like) incident to any such registration, qualification, or compliance,
(ii) any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading or, with respect to any
Prospectus, necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, or (iii) any violation by the Partnership of the Securities Act
or state securities or Blue Sky laws or, in each case, any rule or regulation thereunder
applicable to the Partnership and relating to action or inaction required of the Partnership in
connection with any such registration, qualification, or compliance, and will reimburse each
such Unitholder Indemnified Person for any legal and other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss, damage,
liability, or action, provided, however, that the Partnership will not be liable in any such
case to the extent that any such claim, loss, damage, liability, or expense arises out of or is
based on any untrue statement or omission by such holder or underwriter, but only to the extent
that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is
made in such Registration Statement, Prospectus, offering circular, or other document in
reliance upon and in conformity with written information furnished to the Partnership by such
holder or underwriter specifically for use in connection with the preparation of such
Registration Statement, Prospectus, offering circular or other document. It is agreed that the
indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Partnership (which consent shall not be unreasonably withheld). The
Partnership also agrees to indemnify any underwriter of Registrable Securities and each Person
who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) such underwriter, on substantially the same basis as that provided to the
Unitholder Indemnified Persons in this Section 7(a).



               (b) Indemnification by Holder of Registrable Securities. In
connection with any Registration Statement in which a holder of
Registrable Securities is participating, such holder of Registrable
Securities shall furnish to the Partnership in writing such information
as the Partnership reasonably requests for use in connection with any
Registration Statement or Prospectus and agrees to indemnify, to the
fullest extent permitted by law, severally and not jointly, the
Partnership, its directors, officers, managers, accountants, attorneys,
agents and employees, each Person who controls the Partnership (within
the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, partners, members, managers,
stockholders, accountants, attorneys, agents or employees of such
controlling persons (collectively, the “Partnership Indemnified
Persons”), from and against all Losses arising out of or based upon (i)
any untrue statement of a material fact contained in any such
Registration Statement, Prospectus, offering circular or other document,
or (ii) any omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading
or, with respect to any Prospectus, necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and will reimburse each such Partnership Indemnified Person
for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability
or action, in each case to the extent, but only to the extent, that such
untrue statement or omission is made in such Registration Statement,
Prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the



13









 







Partnership by such holder specifically for use in connection with the preparation of such
Registration Statement, Prospectus, offering circular or other document; provided, however,
that the obligations of such holder hereunder shall not apply to amounts paid in settlement of
any such claims, losses, damages, or liabilities (or actions in respect thereof) if such
settlement is effected without the consent of such holder (which consent shall not be
unreasonably withheld); and provided further, however, that the liability of each selling
holder of Registrable Securities hereunder shall be limited to the net proceeds received by
such selling holder from the sale of Registrable Securities covered by such Registration
Statement. Each such holder also agrees to indemnify any underwriter of Registrable Securities
and each person who controls (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that
provided to the Partnership Indemnified Persons in this Section 7(b).



               (c) Conduct of Indemnification Proceedings. If any Person shall be
entitled to indemnity hereunder (an “indemnified party”), such
indemnified party shall give prompt notice to the party from which such
indemnity is sought (the “indemnifying party”) of any claim or of the
commencement of any Proceeding with respect to which such indemnified
party seeks indemnification or contribution pursuant hereto; provided,
however, that the delay or failure to so notify the indemnifying party
shall not relieve the indemnifying party from any obligation or liability
except to the extent that the indemnifying party has been prejudiced by
such delay or failure. The indemnifying party shall have the right,
exercisable by giving written notice to an indemnified party promptly
after the receipt of written notice from such indemnified party of such
claim or Proceeding, to assume, at the indemnifying party’s expense, the
defense of any such claim or Proceeding, with counsel reasonably
satisfactory to such indemnified party; provided, however, that an
indemnified party shall have the right to employ separate counsel in any
such claim or Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless: (i) the indemnifying party agrees to pay such
fees and expenses, (ii) the indemnifying party fails promptly to assume,
or in the event of a conflict of interest cannot assume, the defense of
such claim or Proceeding or fails to employ counsel reasonably
satisfactory to such indemnified party (in which case the indemnified
party shall have the right to employ counsel and to assume the defense of
such claim or Proceeding), (iii) counsel for the indemnified party shall
have reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are
additional to or conflict with those available to the indemnifying party
or (iv) the named parties to any such claim or Proceeding (including any
impleaded parties) include both the indemnified party and the
indemnifying party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests
between them; provided further, however, that the indemnifying party
shall not, in connection with any one such claim or Proceeding or
separate but substantially similar or related claims or Proceedings in
the same jurisdiction, arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one firm
of attorneys (together with appropriate local counsel) at any time for
all of the indemnified parties, or for fees and expenses that are not
reasonable. Whether or not such defense is assumed by the indemnifying
party, such indemnified party will not be subject to any liability for
any settlement made without its consent (but such consent
will not be unreasonably withheld). The indemnifying party shall not
consent to entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release, in form and
substance reasonably



14









 







satisfactory to the indemnified party, from all liability in respect of such claim or
litigation for which such indemnified party would be entitled to indemnification hereunder.



               (d) Contribution. If the indemnification provided for in this
Section 7 is unavailable to an indemnified party in respect of any
Losses (other than in accordance with its terms), then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a
result of such Losses, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of such
indemnifying party, on the one hand, and indemnified party, on the other
hand, shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material
fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or
prevent any such action, statement or omission.



          The parties hereto agree that it would not he just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), an indemnifying party that
is a selling holder of Registrable Securities shall not be required to
contribute any amount in excess of the amount by which the net proceeds from the
sale of the Registrable Securities sold by such indemnifying party exceeds the
amount of any damages that such indemnifying party has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11 (f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The obligation of each selling holder of Registrable
Securities to contribute pursuant to this Section 7(d) is several, and not
joint, in proportion to the net proceeds of the offering received by such
selling holder in relation to the total net proceeds of the offering received by
all of the selling holders.




               (e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in any underwriting
agreement entered into in connection with any underwritten public
offering are in conflict with the foregoing provisions, the provisions in
the underwriting agreement shall control.



     Section 8. Rule 144. After the Initial Public Offering, the Partnership shall file
the reports required to be filed by it under the Securities Act and the Exchange Act in
a timely manner, and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Securities without registration under the
Securities Act within the limitations of the exemption provided by Rule 144.



15









 





     Section 9. Underwritten Registrations. If any Demand Registration or Piggyback
Registration is to be an underwritten offering, the Board shall have the right to select
the investment banker or investment bankers and managers to administer the offering.



     Section 10. Miscellaneous.



               (a) Amendments and Waivers. The provisions herein may not be
amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, without the written consent
of holders of more than 50% of the Registrable Securities; provided,
however, that in no event shall the obligations of any holder of
Registrable Securities be materially increased or the rights of any such
holder be adversely affected (without similarly adversely affecting the
rights of all such holders), except upon the written consent of such
holder. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively
to the rights of holders of Registrable Securities whose securities are
being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other holders of Registrable
Securities may be given by holders of more than 50% of the Registrable
Securities being sold by such holders pursuant to such Registration
Statement.



               (b) Notices. All notices required to be given hereunder shall be in
writing and shall be deemed to be duly given if personally delivered,
telecopied and confirmed, or mailed by certified mail, return receipt
requested, or overnight delivery service with proof of receipt
maintained, at the following address (or any other address that any such
party may designate by written notice to the other parties):




               (i) if to the Partnership, to the address of its principal
executive offices; and




               (ii) if to any holder of Registrable Securities, at such
holder’s address as set forth in the records of the Partnership.


Any such notice shall, if delivered personally, be deemed received upon delivery; shall,
if delivered by telecopy, be deemed received on the first business day following confirmation;
shall, if delivered by overnight delivery service, be deemed received the first business day
after being sent; and shall, if delivered by certified mail, be deemed received upon the
earlier of actual receipt thereof or five business days after the date of deposit in the United
States mail.




               (c) Successors and Assigns. The provisions herein shall inure to the
benefit and be binding upon the successors and permitted assignees of
each of the parties.



               (d) Transfer or Assignment of Registration Rights. The rights to
cause the Partnership to register Registrable Securities granted to the
Investor hereunder may be transferred or assigned by the Investor to one
or more transferee(s) or assignee(s) of such Registrable Securities,
provided that (i) unless such transferee is a holder of Registrable
Securities or an Affiliate of the Investor, following such transfer or
assignment, each such transferee or assignee owns Registrable Securities
representing at least 20% of the then outstanding Registrable Securities,
or the Partnership otherwise consents to such transfer or



16









 







assignment, (ii) the Partnership is given written notice prior to any said transfer or
assignment, stating the name and address of each such transferee and identifying the securities
with respect to which such registration rights are being transferred or assigned, and (iii)
each such transferee assumes in writing responsibility for its portion of the obligations of
the Investor hereunder. All Registrable Securities held or acquired by Persons who are
Affiliates of one another shall be aggregated together for the purpose of determining the
availability of any rights under this Section 10(d).




               (e) Headings. The section and paragraph headings contained herein
are for reference purposes only and shall not affect in any way the
meaning or interpretation of the provisions herein.




               (f) Termination. The provisions herein shall terminate on the date
when no Registrable Securities remain outstanding; provided, that
Sections 6 and 7 shall survive any termination hereof.




               (g) Specific Performance. The parties hereto recognize and agree
that money damages may be insufficient to compensate the holders of any
Registrable Securities for breaches by the Partnership of the terms
hereof and, consequently, that the equitable remedy of specific
performance of the terms hereof will be available in the event of any
such breach.




17