Certificate of Limited Partnership

Agreement of Limited Partnership of ABC, L.P.

This Agreement of Limited Partnership is made and entered into as of , 20 , by and among ABC, Inc., a corporation, as the general partner ("General Partner"), as the initial limited partner ("Initial Limited Partner") and each of the persons or entities whose names are set forth on Exhibit A attached hereto, as the limited partners ("Limited Partners").

WHEREAS, the General Partner and the Initial Limited Partner desire to document the agreement among the Partners, all upon the terms and conditions provided herein;

NOW THEREFORE, the parties hereto agree that this Agreement is hereby entered into and reads in its entirety as follows:

1. Certain Definitions. When used herein, the following terms shall have the meanings set forth below:

1.1 "Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. Code Ann. § 17-101 through § 17-1111, as amended from time to time.

1.2 "Affiliate" means, (a) with respect to a Limited Partner, any entity or person controlling, controlled by or under common control with such Limited Partner and (b), with respect to the General Partner, (i) any shareholder of the General Partner ("Shareholders"), (ii) any of the heirs, legal representatives, assigns (by operation of law) or successors of the Shareholders, or (iii) any entity (other than the General Partner and/or the Partnership) controlled directly or indirectly by any of the Shareholders.

1.3 "Agreement" means this Amended and Restated Agreement of Limited Partnership and all exhibits hereto, as hereinafter amended from time to time.

1.4 "Assignment" of a Partnership Interest means a transfer which entitles the transferee to be allocated income, gain, loss, deduction, credit or similar items and to receive distributions to which the transferor was entitled, to the extent those items are so assigned and transferred, but which does not entitle the transferee to become or to have or exercise the rights of a Limited Partner under this Agreement.

1.5 "Bankruptcy" means the filing of a voluntary case in bankruptcy under the federal bankruptcy law, and, in addition, any other status constituting bankruptcy within the meaning of the Act.

1.6 "Capital Contribution" in respect of any Partner means the total amount of cash which has been contributed by the Partner to the capital of the Partnership.

1.7 "Certificate" means the certificate of limited partnership of the partnership executed and filed pursuant to the Act as such certificate may be hereafter amended from time to time.

1.8 "Code" means the Internal Revenue Code of 1986, as from time to time amended.

1.9 "General Partner" means ABC, Inc. and any other person or entity which is admitted to the Partnership as a substituted General Partner.

1.10 "Investment Memorandum" or "Memorandum" means that private placement memorandum dated the day of , 20.

1.11 "Limited Partner" means each person or entity whose name is set forth on Exhibit A hereto, and any other person or entity which is admitted to the Partnership as a Substituted Limited Partner.

1.12 "Majority In Interest" of the Limited Partners means Limited Partners holding per centum (%) of the Partnership Percentages.

1.13 "Offering Expenses" means fees and expenses incurred in connection with the offering of Partnership Interests including fees and expenses of attorneys, accountants and other persons incurred in connection with the formation of the Partnership and the offering of the Partnership Interests.

1.14 "Operating Cash Flow" for a specified period shall mean the amount, if any, by which the total gross cash receipts from Operations of the Partnership exceed the sum of certain expenses and reserves determined by the General Partner.

1.15 "Operating Profit or Loss" for a specified period shall mean, respectively, the excess of items of income and gain over items of deduction and loss, or the excess of items of deduction and loss over items of income and gain, from Operations of the Partnership during such period.

1.16 "Operations" shall mean all activities of the Partnership.

1.17 "Partner" means the General Partner or any Limited Partner.

1.18 "Partners" mean the General Partner and the Limited Partners.

1.19 "Partnership" means the limited partnership formed pursuant to this Agreement.

1.20 "Partnership Interest," as to any Partner, means all or any part of the interests of that Partner in the Partnership.

1.21 "Partnership Percentage" means, in the case of the General Partner, per centum (%), and, in the case of each Limited Partner, the percentage set forth opposite the name of such Limited Partner on Exhibit A attached hereto.

1.22 "Prime Rate" means the prime rate of interest as set by as the same may change from time to time.

1.23 "Property" means any acquired by the Partnership.

1.24 "Security" shall have the meaning specified in Section 2(1) of the Securities Act.

1.25 "Securities Act" means the Securities Act of 1933, as amended.

1.26 "Subscription Agreements" means those certain agreements, by and among the Partnership, the General Partner and each Limited Partner executing this Agreement pursuant to which each such Limited Partner subscribed to acquire a Partnership Interest.

1.27 "Substituted Partner" means a transferee of a Partnership Interest who becomes a Partner pursuant to the terms of this Agreement and succeeds, to the extent transferred, to the rights and powers and becomes subject to the restrictions and liabilities of the transferor Partner and to the terms of this Agreement.

1.28 "Transfer" means sell, pledge, mortgage, hypothecate, assign, transfer, distribute, encumber, donate or in any other way dispose of or enter into any agreement, arrangement or understanding to do any of the foregoing.

1.29 "Unit" means each Dollars ($) of contributed to the Partnership as a Capital Contribution.

2. Organization.

2.1. Formation. The General Partner and the Limited Partners hereby the Partnership pursuant to the Act.

2.2. Name. The name of the Partnership shall be .

2.3. Certificate. The General Partner shall file, if, as and when required by the Act, the Certificate and any amendments thereto.

2.4. The Offering. A maximum of () Units of Partnership Interest at a purchase price of $ per Unit may be issued by the General Partner on behalf of the Partnership.

3. Principal Offices. The principal office of the Partnership shall be at or such other place as the General Partner from time to time may determine.

4. Purposes of the Partnership. In general, the purpose of the Partnership shall be .

5. Term. The Partnership shall continue for a term of () years from the date of this Agreement unless prior to such date the General Partner and a Majority In Interest of the Limited Partners elect to extend the term of the Partnership for an additional () years.

6. Capital Contributions.

6.1 General Partner. The General Partner shall make a capital contribution to the Partnership of $.

6.2. Limited Partners. The Initial Limited Partner has made a capital contribution of $ to the Partnership.

All payments by the Limited Partners for Units shall be in cash.

7. Rights, Powers and Obligations of the General Partner.

7.1. Powers. Subject to the terms and provisions of this Agreement, the management and control of the Partnership and its business, assets and affairs shall rest exclusively with the General Partner.

7.3. Limitations on Powers and Authority of the General Partner. Without the approval or written consent of a Majority In Interest of the Partners, the General Partner shall not have the right or power to do the following:

(a) Borrow money on behalf of the Partnership.

(b) Encumber assets of the Partnership.

(c) Admit a person as a substitute or additional General Partner.

(d) Admit a person as a limited partner except as expressly permitted.

(e) Borrow, lend, sell or buy assets to or from the General Partner or its Affiliates.

(f) Possess, sell, transfer, assign, mortgage or pledge Partnership property other than for a Partnership purpose.

(g) Amend this Agreement.

(h) Execute an assignment for the benefit of creditors.

(i) Engage in any business except as necessary or appropriate to carry out Operations.

(j) Merge the Partnership with or into any entity.

8. Status of Limited Partner.

8.1. Limited Liability. The Limited Partners shall not be bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership, except as provided in the Act.

8.3. Certain Rights of Limited Partners.

(a) Information rights as required by law.

(b) Right to distributions as provided in this Agreement.

(c) No right to demand payment of Capital Account except as provided herein.

9. Expenses.

9.2. Advances for Expenses. Loans to the Partnership shall bear interest at per centum (%) above the Prime Rate.

10. Capital Accounts; Allocations of Income and Loss.

10.2. Operating Profit or Loss of the Partnership for each fiscal year, if any, shall be allocated among the Partners in proportion with their respective Partnership Percentages.

11. Distributions.

11.1. Operating Cash Flow shall be promptly distributed to the Partners in proportion with their Partnership Percentages.

11.2. If distributions of property are made by the Partnership, such property shall be distributed to each Partner in undivided interests if not fungible, or in appropriate units if fungible.

12. Transfers of Partnership Interests.

12.1. General Prohibition. Except through a Permitted Transfer, no Partner shall Transfer all or any part of such Partner's Partnership Interest without prior written consent.

12.2. Permitted Transfer. A Transfer by a Partner shall be deemed a Permitted Transfer if: (a) in the case of the General Partner, such Transfer is to an Affiliate; (b) in the case of a Limited Partner, such Transfer is to an Affiliate; or (c) such Transfer is by gift, bequest or intestate transfer to family members.

13. Withdrawal of Partners; Removal of the General Partner; Admission of Substitute General Partner; Death or Incapacity of Limited Partners.

13.2. Removal of General Partner. The General Partner shall be removed and cease to be the general partner of the Partnership in the event the General Partner:

(i) Bankruptcy or insolvency event occurs.

(ii) Assignment for benefit of creditors.

(iii) Voluntary bankruptcy petition filed.

(xii) Removed by the vote of % of the Partnership Interests.

14. Dissolution and Winding Up of Partnership.

14.2. Election Upon Dissolution. Upon a dissolution of the Partnership, % of the Limited Partners may affirmatively elect to continue the business of the Partnership and select a substitute General Partner.

14.3. Winding Up. Upon dissolution, the Partnership assets shall be applied and distributed in the following order:

(a) Payment of debts and liabilities.

(b) Payment of debts and liabilities for distributions to Partners.

(c) Distribution to Partners in accordance with positive Capital Account balances.

15. Books of Account; Accounting and Reports; Banking; Tax Matters; Partnership Filings.

15.2. Fiscal Year. The fiscal year of the Partnership shall be the taxable year required for federal income tax purposes.

15.3(a). Annual report shall be furnished within days after the end of each fiscal year.

15.3(b). Tax information shall be delivered within days after the end of each Fiscal Year.

15.4. Banking. All funds of the Partnership shall be deposited in separate bank accounts determined by the General Partner.

16. Power of Attorney and Appointment of Agent.

Each Limited Partner hereby appoints the General Partner as attorney-in-fact with full power of substitution and resubstitution.

17. Liability and Indemnification of General Partner.

17.1. Exoneration. Except in case of gross negligence or willful misconduct, the General Partner shall not be liable if acting in good faith to further the best interests of the Partnership.

17.2. Indemnification. The Partnership shall indemnify and hold harmless the General Partner and its agents and employees to the fullest extent permitted by law.

18. Miscellaneous.

18.1. Notices. Address for the General Partner:

18.15. SECURITIES LAW. THE UNITS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER CERTAIN STATE SECURITIES LAWS.

IN WITNESS WHEREOF, this Amended and Restated Agreement of Limited Partnership has been executed effective as of the date hereof.

EXHIBIT A

GENERAL PARTNER[S]

LIMITED PARTNERS