Exhibit 99(c)
AMENDMENT NUMBER ONE TO LIMITED PARTNERSHIP AGREEMENT
This Amendment Number One (the "Amendment") to the Limited
Partnership Agreement of Newhall Management Limited Partnership is entered into
as of the 19th day of July, 2000, by and between Newhall Management Corporation,
a California corporation ("NMC"), Newhall General Partnership, a California
general partnership ("NGC"), as general partners, and the other parties set
forth on the signature page attached hereto as limited partners. The Amendment
hereby amends that certain Limited Partnership Agreement of Newhall Management
Limited Partnership dated November 14, 1990 (as amended, "Partnership
Agreement") by the parties listed therein. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Partnership Agreement, as amended hereby.
AGREEMENT
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree to amend the Partnership Agreement, effective
immediately, as follows:
1. AMENDMENTS TO PARTNERSHIP AGREEMENT.
a. Section 12.1(C) shall be amended and
restated in its entirety to read as follows:
"Except (i) as provided in Section 12.2, (ii) with respect to
the transfer from the Original Limited Partner to the Limited Partners
pursuant to Section 7.2, (iii) with the express written consent of the
Managing General Partner, or (iv) to a trustee of a revocable inter
vivos trust for the exclusive benefit of the Partner and/or the
Partner's spouse ("Permitted Transfer" and the transferee shall be
referred to as "Permitted Transferee") so long as such Permitted
Transferee agrees in writing to be bound by the terms and conditions of
this Agreement as applicable to a Limited Partner, no Limited Partner
may Transfer any of his or her Limited Partners' Units or any interest
therein. Any purported Transfer of any Limited Partners' Units contrary
to this Agreement shall be null and void, and the purported purchaser
or other transferee shall acquire no interest whatsoever in such
Limited Partners' Units."
b. Section 12.2(A)(i) shall be amended and
restated in its entirety to read as follows:
"(i) in the case of a Limited Partner who is a
director of NNMC, or a Limited Partner who received its Units through a
Permitted Transfer from a director of NNMC, such director ceases to be
a director of NNMC for any reason;"
c. Section 12.2(A)(i) shall be amended and
restated in its entirety to read as follows:
"(ii) in the case of a Limited Partner who is a
shareholder of NNMC or a Limited Partner who received its Units through
a Permitted Transfer from a shareholder of NNMC, such shareholder
either fails to execute or materially breaches the Shareholders'
Agreement or the Voting Trust Agreement, as they may be amended from
time to time;"
3. CONSTRUCTION. This Amendment shall be governed by and
construed in accordance with the laws of the State of California.
4. ENTIRE AMENDMENT. This Amendment constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supercedes any and all prior or contemporaneous
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amendments relating to the subject matter hereof. Except as expressly amended
hereby, the Partnership Agreement shall remain unchanged and in full force and
effect. This Amendment shall be deemed part of and is hereby incorporated into
the Partnership Agreement. To the extent that any term and conditions of the
Partnership Agreement shall contradict or be in conflict with any terms or
conditions of this Amendment, the terms and conditions of this Amendment shall
control.
5. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
6. AMENDMENTS. This Amendment cannot be altered, amended,
changed or modified at any time and from time to time in the manner set forth in
Section 6.9 of the Partnership Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment
Number One to the Limited Partnership Agreement of Newhall Management Limited
Partnership to be executed and delivered as of the date first written above.
GENERAL PARTNERS:
NEWHALL MANAGEMENT CORPORATION,
a California corporation
By: /s/ Trude Tsujimoto
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Name: Trude A. Tsujimoto
Title: Secretary
NEWHALL GENERAL PARTNERSHIP
By: /s/ Thomas L. Lee
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Name: Thomas L. Lee
Title: General Partner, Attorney-In-Fact
LIMITED PARTNERS:
/s/ George L. Argyros
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George L. Argyros
/s/ Gary M. Cusumano
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Gary M. Cusumano
/s/ Thomas L. Lee
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Thomas L. Lee
/s/ Thomas V. McKernan, Jr.
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Thomas V. McKernan, Jr.
/s/ Henry K. Newhall
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Henry K. Newhall
/s/ Jane Newhall
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Jane Newhall
/s/ Peter Pope
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Peter T. Pope
/s/ Carl E. Reichardt
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Carl E. Reichardt
/s/ Thomas Sutton
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Thomas C. Sutton
/s/ Barry Lawson Williams
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Barry Lawson Williams
/s/ Ezra Zilkha
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Ezra K. Zilkha
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