1
Exhibit 3(b)
FIRST AMENDMENT TO
LIMITED PARTNERSHIP AGREEMENT OF
THE NEWHALL LAND AND FARMING COMPANY
(A CALIFORNIA LIMITED PARTNERSHIP)
1. Pursuant to Section 6.9 of the Limited Partnership Agreement (the
"Agreement") of The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership"), the amendments to the Agreement, as set forth
below, received the affirmative vote of the Partners and Assignees of the
Partnership holding more than 50% of the Depositary Units of the Partnership at
the Special Meeting of Unitholders held on May 16, 1988.
2. The Partnership has received a favorable written opinion of counsel
regarding the amendments to the Agreement, as required under Section 6.10 of
the Agreement.
3. Section 6.9(B) of the Agreement is hereby amended to read in full as set
forth in Exhibit A hereto.
4. A new Section 6.13 to the Agreement is hereby added to read in full as set
forth in Exhibit B hereto.
5. Section 8.1 of the Agreement is hereby amended to read in full as set
forth in Exhibit C hereto.
6. This First Amendment shall be valid and binding immediately upon execution
and shall be effective as of May 16, 1988. The Partnership Agreement, as
amended by this First Amendment, shall continue in full force and effect.
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Exhibit 3(b)
IN WITNESS WHEREOF, this First Amendment has been executed on May 20, 1988.
MANAGING GENERAL PARTNER:
NEWHALL MANAGEMENT CORPORATION
By
--------------------------------
Thomas L. Lee, President
GENERAL PARTNER:
NEWHALL GENERAL PARTNERSHIP
By NEWHALL MANAGEMENT CORPORATION
general partner, Attorney-in-Fact
By
--------------------------------
Thomas L. Lee, President
LIMITED PARTNERS:
By NEWHALL MANAGEMENT CORPORATION,
Attorney-in-Fact
By
--------------------------------
Thomas L. Lee; President
B589-13-D-19May88
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Exhibit 3(b)
EXHIBIT A
6.9(B) Supermajority Vote to Remove General Partners and to Elect
Managing General Partner.
(1) In addition to any affirmative vote required by law or this
Agreement, the removal of a General Partner and the election of a General
Partner to serve as the Managing General Partner shall require the affirmative
vote of not less than seventy-five percent (75%) of the votes entitled to be
cast by the holders of all then outstanding Voting Units (as that term is
defined in Section 6.13 of this Agreement), voting as a single class (not
including votes with respect to any Voting Units held by a General Partner as
such and not considering any such Voting Units as outstanding for purposes of
determining what constitutes not less than seventy-five percent (75%) of the
votes entitled to be cast by the holders of outstanding Voting Units), without
the need for the concurrence of any General Partner. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage or separate class vote may be specified, by law, by
this Agreement or any amendment hereto or in an agreement with any national
securities exchange or otherwise. Notwithstanding anything to the contrary in
the Partnership Agreement, the Partners and Assignees shall call a meeting as
provided in Section 6.1 for the purpose of considering removal of a General
Partner. Such removal shall only be effective if effected in the manner
provided in Section 16.1.
(2) Notwithstanding any other provisions of this Agreement and in
addition to any affirmative vote required by law or this Agreement (and
notwithstanding the fact that a lesser percentage or separate class vote may be
specified by law or this Agreement), any proposal to amend, repeal or adopt any
provision inconsistent with this Section 6.9(B) shall require the affirmative
vote of the holders of not less than seventy-five percent (75%) of the votes
entitled to be cast by the holders of all the then outstanding Voting Units,
voting together as a single class (not including votes with respect to any
Voting Units held by a General Partner as such and not considering any such
Voting Units as outstanding for purposes of determining what constitutes not
less than seventy-five percent (75%) of the votes entitled to be cast by the
holders of outstanding Voting Units), provided, however, that this Section
6.9(B)(2) shall not apply to, and such seventy-five percent (75%) vote shall
not be required for, any amendment, repeal or adoption unanimously recommended
by the Board of Directors of the Managing General Partner if all of such
directors are persons who would be eligible to serve as Continuing Directors
within the meaning of Section C, Paragraph 8 of Section 6.13 of this Agreement.
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Exhibit 3(b)
EXHIBIT B
6.13 Supermajority Vote for Certain Business Combinations.
(A) In addition to any affirmative vote required by law or this
Agreement or in any agreement with any national securities exchange or
otherwise, and except as otherwise expressly provided in Section B of this
Section 6.13, a Business Combination (as hereinafter defined) with, or proposed
by or on behalf of, any Interested Unitholder (as hereinafter defined) or any
Affiliate or Associate (as hereinafter defined) of any Interested Unitholder or
any person who thereafter would be an Affiliate or Associate of such Interested
Unitholder shall require the affirmative vote of not less than seventy-five
percent (75%) of the votes entitled to be cast by the holders of all the then
outstanding Voting Units (as hereinafter defined), voting together as a single
class. Such affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage or separate class vote
may be specified, by law or in any agreement with any national securities
exchange or otherwise.
(B) The provisions of Section A of this Section 6.13 shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required by
law or by any other provision of this Agreement, or any agreement with any
national securities exchange, if all of the conditions specified in either of
the following Paragraphs 1 or 2 are met or, in the case of a Business
Combination not involving the payment of consideration to the holders of the
Partnership's outstanding partnership interests ("Partnership Interests"), if
the condition specified in the following Paragraph 1 is met:
1. The Business Combination shall have been approved, either
specifically or as a transaction which is within an approved category
of transactions, by a majority (whether such approval is made prior to
or subsequent to the acquisition of, or announcement or public
disclosure of the intention to acquire, beneficial ownership of the
Voting Units that caused the Interested Unitholder to become an
Interested Unitholder) of the Continuing Directors (as hereinafter
defined).
2. All of the following conditions shall have been met:
a. The aggregate amount of cash and the Fair Market
Value (as hereinafter defined), as of the date of the
consummation of the Business Combination, of consideration
other than cash to be received per Unit by holders of Units in
such Business Combination shall be at least equal to the
highest amount determined under clauses (i), (ii), (iii) and
(iv) below:
(i) the highest per Unit price (including any
brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by or on behalf of the
Interested Unitholder for any Unit in
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Exhibit 3(b)
connection with the acquisition by the Interested
Unitholder of beneficial ownership of Units (x)
within the two-year period immediately prior to
the first public announcement of the proposed
Business Combination (the "Announcement Date") or
(y) in the transaction in which it became an
Interested Unitholder, whichever is higher, in
either case as adjusted for any subsequent split,
distribution, subdivision or reclassification with
respect to the Units;
(ii) the Fair Market Value per Unit on the
Announcement Date or on the date on which the
Interested Unitholder became an Interested Unitholder
(the "Determination Date"), whichever is higher, as
adjusted for any subsequent split, distribution,
subdivision or reclassification with respect to the
Units;
(iii) (if applicable) the price per Unit equal to
the Fair Market Value per Unit determined pursuant to
the immediately preceding clause (ii), multiplied by
the ratio of (x) the highest per Unit price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by or on behalf of
the Interested Unitholder for any Unit in connection
with the acquisition by the Interested Unitholder of
beneficial ownership of Units within the two-year
period immediately prior to the Announcement Date, as
adjusted for any subsequent split, distribution,
subdivision or reclassification with respect to the
Units to (y) the Fair Market Value per Unit on the
first day in such two-year period on which the
Interested Unitholder acquired beneficial ownership
of any Units, as adjusted for any subsequent split,
distribution, subdivision or reclassification with
respect to the Units; and
(iv) the Partnership's net income per Unit for the
four full consecutive fiscal quarters immediately
preceding the Announcement Date, multiplied by the
higher of the then price/earnings multiple (if any)
of such Interested Unitholder or the highest
price/earnings multiple of the Partnership within the
two-year period immediately preceding the
Announcement Date (such price/earnings multiples
being determined as customarily computed and reported
in the financial community).
b. The aggregate amount of cash and the Fair Market Value, as
of the date of the consummation of the Business Combination, of
consideration other than cash to be received per Unit by holders of
Partnership Interests other than Units ("Preferred Units") of any
class or series, shall be at least equal to the highest amount
determined under clauses (i), (ii), (iii) and (iv) below:
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Exhibit 3(b)
(i) (if applicable) the highest per Unit price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by or on behalf of
the Interested Unitholder for any Unit of such class
or series of Preferred Units in connection with the
acquisition by the Interested Unitholder of
beneficial ownership of such class or series of
Preferred Units (x) within the two-year period
immediately prior to the Announcement Date or (y) in
the transaction in which it became an Interested
Unitholder, whichever is higher, in either case as
adjusted for any subsequent split, distribution,
subdivision or reclassification with respect to such
class or series of Preferred Units;
(ii) the Fair Market Value per share Unit of such
class or series of Preferred Units on the
Announcement Date or on the Determination Date,
whichever is higher, as adjusted for any subsequent
split, distribution, subdivision or reclassification
with respect to such class or series of Preferred
Units;
(iii) (if applicable) the price per Unit equal to
the Fair Market Value per Unit of such class or
series of Preferred Units determined pursuant to the
immediately preceding clause (ii), multiplied by the
ratio of (x) the highest per Unit price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Unitholder for any such class or series of
Preferred Units in connection with the acquisition by
the Interested Unitholder of beneficial ownership of
such class or series of Preferred Units within the
two-year period immediately prior to the Announcement
Date, as adjusted for any subsequent split,
distribution, subdivision or reclassification with
respect to such class or series of Preferred Units to
(y) the Fair Market Value per Unit of such class or
series of Preferred Units on the first day in such
two-year period on which the Interested Unitholder
acquired beneficial ownership of any Unit of such
class or series of Preferred Units, as adjusted for
any subsequent split, distribution, subdivision or
reclassification with respect to such class or series
of Preferred Units; and
(iv) (if applicable) the highest preferential
amount per Unit to which the holders of such class or
series of Preferred Units would be entitled in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the Partnership
regardless of whether the Business Combination to be
consummated constitutes such an event.
The provisions of this Paragraph 2 shall be
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Exhibit 3(b)
required to be met with respect to every class or series of
outstanding Preferred Units whether or not the Interested
Unitholder has previously acquired beneficial ownership of
any Units of a particular class or series of Preferred Units.
c. The consideration to be received by holders of a
particular class or series of outstanding Partnership
Interests shall be in cash or in the same form as previously
has been paid by or on behalf of the Interested Unitholder in
connection with its direct or indirect acquisition of
beneficial ownership of Units of such class or series of
Partnership Interests. If the consideration so paid for Units
of any class or series of Partnership Interests varied as to
form, the form of consideration for such class or series of
Partnership Interests shall be either cash or the form used to
acquire beneficial ownership of the largest number of Units of
such class or series of Partnership Interests previously
acquired by the Interested Unitholder.
d. After the Determination Date and prior to the
consummation of such Business Combination: (i) except as
approved by a majority of the Continuing Directors, there
shall have been no failure to declare and pay at the regular
date therefor any full quarterly distributions (whether or not
cumulative) payable in accordance with the terms of any
outstanding Partnership Interests; (ii) there shall have been
no reduction in the annual rate of distribution paid on the
Units (except as necessary to reflect any split, distribution
or subdivision of the Units), except as approved by a majority
of the Continuing Directors; (iii) there shall have been an
increase in the annual rate of distributions paid on the Units
as necessary to reflect any reclassification (including any
reverse split), recapitalization, reorganization or any
similar transaction that has the effect of reducing the number
of outstanding Units, unless the failure so to increase such
annual rate is approved by a majority of the Continuing
Directors; and (iv) such Interested Unitholder shall not have
become the beneficial owner of any additional Partnership
Interests except as part of the transaction that results in
such Interested Unitholder becoming an Interested Unitholder
and except in a transaction that, after giving effect thereto,
would not result in any increase in the Interested
Unitholder's percentage beneficial ownership of any class or
series of Partnership Interests.
e. A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (the "Act") (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to all holders of Partnership
Interests at least 30 days prior to the
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Exhibit 3(b)
consummation of such Business Combination (whether or not
such proxy or information statement is required to be mailed
pursuant to such Act or subsequent provisions (provisions)]).
The proxy or information statement shall contain on the first
page thereof, in a prominent place, any statement as to the
advisability (or inadvisability) of the Business Combination
that the Continuing Directors, or any of them, may choose to
make and, if deemed advisable by a majority of the Continuing
Directors, the opinion of an investment banking firm selected
by a majority of the Continuing Directors as to the fairness
(or not) of the terms of the Business Combination from a
financial point of view to the holders of the outstanding
Partnership Interests other than the Interested Unitholder and
its Affiliates or Associates, such investment banking firm to
be paid a reasonable fee for its services by the Partnership.
f. Such Interested Unitholder shall not, since
becoming an Interested Unitholder, have made any major change
in the Partnership's business or capital structure without the
approval of a majority of the Continuing Directors.
(C) The following definitions shall apply with respect to this Section
6.13:
1. The term "Business Combination" shall mean:
a. any merger, combination or consolidation of the
assets or business of the Partnership or any Subsidiary (as
hereinafter defined) with (i) any Interested Unitholder or
(ii) any other Person (whether or not itself an Interested
Unitholder) which is or after such merger, combination or
consolidation would be an Affiliate or Associate of an
Interested Unitholder; or
b. any sale, lease, exchange, mortgage, pledge,
transfer or other disposition or security arrangement,
investment, loan, advance, guarantee, agreement to purchase,
agreement to pay, extension of credit, joint venture
participation or other arrangement (in one transaction or a
series of transactions) with or for the benefit of any
Interested Unitholder or any Affiliate or Associate of any
Interested Unitholder involving any assets, securities or
commitments of the Partnership, any Subsidiary or any
Interested Unitholder or any Affiliate or Associate of any
Interested Unitholder which (except for any arrangement,
whether as general partner, employee, consultant or otherwise,
pursuant to which any Interested Unitholder or any Affiliate
or Associate thereof shall, directly or indirectly, have any
control over or responsibility for the management of any
aspect of the business or affairs of the Partnership, with
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Exhibit 3(b)
respect to which arrangements the value tests set forth below
shall not apply), together with all other such arrangements
(including all contemplated future events), has an aggregate
Fair Market Value and/or involves aggregate commitments of
$10,000,000 or more or constitutes more than 5 percent of the
book value of the total assets (in the case of transactions
involving assets or commitments other than capital stock)
or 5 percent of the stockholders' equity (in the case of
transactions in capital stock) of the entity in question
(the "Substantial Part"), as reflected in the most recent
fiscal year-end consolidated balance sheet of such entity
existing at the time the Unitholders of the Partnership
would be required to approve or authorize the Business
Combination involving the assets, securities
and/or commitments constituting any Substantial Part; or
c. the adoption of any plan or proposal for the
liquidation, dissolution or termination of the Partnership;
or
d. any reclassification of securities (including any
reverse split), or recapitalization of Partnership, or any
combination or consolidation of the Partnership with any of
its Subsidiaries or any other transaction (whether or not with
or otherwise involving an Interested Unitholder) that has the
effect, directly or indirectly, of increasing the
proportionate share of any class or series of Partnership
Interests, or any securities convertible into Partnership
Interests or into equity securities of any Subsidiary, that is
beneficially owned by any Interested Unitholder or any
Affiliate or Associate of any Interested Unitholder; or
e. any agreement, contract or other arrangement
providing for any one or more of the actions specified in the
foregoing clauses (a) to (d).
2. The term " Partnership Interest" shall mean all units of
interest of the Partnership authorized to be issued from time to time
under Section 8 of this Agreement, and the term "Voting Units" shall
mean all Partnership Interests which by their terms may be voted on
all matters submitted to Unitholders of the Partnership generally.
3. The term "person" shall mean any individual, firm, company
or other entity and shall include any group comprised of any person
and any other person with whom such person or any Affiliate or
Associate of such person has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of acquiring,
holding, voting or disposing of Partnership Interests.
4. The term "Interested Unitholder" shall mean any person
(other than the Partnership or any Subsidiary and other than any
profit-sharing, employee unit ownership or other employee benefit plan
of the Partnership or any
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Exhibit 3(b)
Subsidiary or any trustee of or fiduciary with respect to any such
plan when acting in such capacity) who (a) is or has announced or
publicly disclosed a plan or intention to become the beneficial owner
of Voting Units representing ten percent (10%) or more of the votes
entitled to be cast by the holders of all then outstanding Voting
Units; or (b) is an Affiliate or Associate of the Partnership and at
any time within the two-year period immediately prior to the date in
question was the beneficial owner of Voting Units representing ten
percent (10%) or more of the votes entitled to be cast by the holders
of all then outstanding Voting Units.
5. A person shall be a " beneficial owner" of any Partnership
Interest (a) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; (b) which such person or
any of its Affiliates or Associates has, directly or indirectly, (i)
the right to acquire (whether such right is exercisable immediately or
subject only to the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement, arrangement or
understanding; or (c) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any Partnership Interests. For the purposes of
determining whether a person is an Interested Unitholder pursuant to
Paragraph 4 of this Section C, the number of Partnership Interests
deemed to be outstanding shall include Partnership Interests deemed
beneficially owned by such person through application of this
Paragraph 5 of this Section C, but shall not include any other
Partnership Interests that may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
6. The terms "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 under the Act
as in effect on February 17, 1988 (the term "registrant" in said
Rule12b-2 meaning in this case the Partnership).
7. The term "Subsidiary" means any company of which a majority
of any class of equity security is beneficially owned by the
Partnership; provided, however, that for the purposes of the
definition of Interested Unitholder set forth in Paragraph 4 of this
Section C, the term "Subsidiary" shall mean only a company of which a
majority of each class of equity security is beneficially owned by the
Partnership.
8. The term "Continuing Director" means any member of the
Board of Directors of the Managing General Partner (the "Board of
Directors"), while such person is a member of the Board of Directors,
who is not an Affiliate or Associate or
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Exhibit 3(b)
representative of the Interested Unitholder and was a member of the
Board of Directors prior to the time that the Interested Unitholder
became an Interested Unitholder, and any successor of a Continuing
Director while such successor is a member of the Board of Directors,
who is not an Affiliate or Associate or representative of the
Interested Unitholder and is recommended or elected to succeed the
Continuing Director by a majority of Continuing Directors.
Notwithstanding anything to the contrary contained in this Section
6.13, all members of the Board of Directors on the date of the
adoption of this Section 6.13 shall be deemed to be Continuing
Directors for all purposes of this Section 6.13, and any directors
elected after such date who are nominated by a majority of the
Continuing Directors to serve as directors shall be deemed to be
Continuing Directors for all purposes of this Section 6.13.
9. "Fair Market Value" means (a) in the case of cash, the
amount of such cash; (b) in the case of securities, the highest
closing sale price during the 30-day period immediately preceding the
date in question of a share of such securities on the Composite Tape
for New York Securities Exchange-Listed Securities or, if such
securities are not quoted on the Composite Tape, on the New York
Securities Exchange, or, if such securities are not listed on such
Exchange, on the principal United States securities exchange
registered under the Act on which such securities are listed, or, if
such securities are not listed on any such exchange, the highest
closing bid quotation with respect to a share of such securities
during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations
System or any similar system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of
such securities as determined by a majority of the Continuing
Directors in good faith; and (c) in the case of property other than
cash or securities, the fair market value of such property on the date
in question as determined in good faith by a majority of the
Continuing Directors.
10. In the event of any Business Combination in which the
Partnership continues, the phrase "consideration other than cash to be
received" as used in Paragraphs 2.a and 2.b of Section B of this
Section 6.13 shall include the Units and/or the units of any other
class or series of Partnership Interests retained by the holders of
such units.
(D) A majority of the Continuing Directors shall have the power and
duty to determine for the purposes of this Section 6.13, on the basis of
information known to them after reasonable inquiry, all questions arising under
this Section 6.13, including, without limitation, (a) whether a person is an
Interested Unitholder, (b) the number of units of Partnership Interests or
other securities beneficially owned by any person, (c) whether a person is an
Affiliate or Associate of another, (d) whether a Proposed Action (as
hereinafter defined) is with, or proposed by, or on behalf of an Interested
Unitholder or an
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Exhibit 3(b)
Affiliate or Associate of an Interested Unitholder, (e) whether the assets that
are the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Partnership or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value of
$10,000,000 or more, and (f) whether the assets or securities that are the
subject of any Business Combination constitute a Substantial Part. Any such
determination made in good faith shall be binding and conclusive on all
parties.
(E) Nothing contained in this Section 6.13 shall be construed to
relieve any Interested Unitholder from any fiduciary obligation imposed by law.
(F) The fact that any Business Combination complies with the
provisions of Section B of this Section 6.13 shall not be construed to impose
any fiduciary duty, obligation or responsibility on the Continuing Directors,
or any member thereof, to approve such Business Combination or recommend its
adoption or approval to the Unitholders of the Partnership, nor shall such
compliance limit, prohibit or otherwise restrict in any manner the Continuing
Directors, or any member thereof, with respect to evaluations of or actions and
responses taken with respect to such Business Combination.
(G) For the purposes of this Section 6.13, a Business Combination or
any proposal to amend, repeal or adopt any provision of this Agreement
inconsistent with this Section 6.13 (collectively, a "Proposed Action") is
presumed to have been proposed by, or on behalf of, an Interested Unitholder or
an Affiliate or Associate of an Interested Unitholder or a person who
thereafter would become such if (1) after the Interested Unitholder became
such, the Proposed Action is proposed following the election of any director of
the Managing General Partner the Continuing Directors determine to be an
Affiliate, Associate or representative of an Interested Unitholder or (2) such
Interested Unitholder, Affiliate, Associate or person votes for or consents to
the adoption of any such Proposed Action, unless as to such Interested
Unitholder, Affiliate, Associate or person a majority of the Continuing
Directors makes a good faith determination that such Proposed Action is not
proposed by or on behalf of such Interested Unitholder, Affiliate, Associate or
person, based on information known to them after reasonable inquiry.
(H) Notwithstanding any other provisions of this Agreement (and
notwithstanding the fact that a lesser percentage or separate class vote may be
specified by law or this Agreement or in any agreement with any national
securities exchange or otherwise), any proposal to amend, repeal or adopt any
provision inconsistent with this Section 6.13 shall require the affirmative
vote of the holders of not less than seventy-five percent (75%) of the votes
entitled to be cast by the holders of all the then outstanding Voting Units,
voting together as a single class, provided, however, that this Section H shall
not apply to, and such seventy-five percent (75%) vote shall not be required
for, any amendment, repeal or adoption unanimously recommended by the Board of
Directors if all of such directors are persons who would be eligible to serve
as Continuing
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Exhibit 3(b)
Directors within the meaning of Section C, Paragraph 8 of this Section 6.13.
EXHIBIT C
8.1. Additional Issuances of Partnership Interests.
(A) In order to raise additional capital or to acquire assets, to
redeem or retire Partnership debt or for any other proper Partnership purpose,
the Managing General Partner is authorized to cause additional Units or classes
or series thereof to be issued from time to time to General Partners, Limited
Partners or to other Persons and to admit such Persons to the Partnership as
Additional Limited Partners. In addition, the Managing General Partner is
authorized to cause to be issued, purchased, redeemed, exchanged, traded or
granted calls, options, appreciation rights, shares, bonds, debentures and
other securities from time to time. The Partnership may assume related
liabilities in connection with any such issuance. The Managing General Partner
shall have sole and complete discretion in determining the consideration and
terms and conditions with respect thereto and without the need for any vote or
approval of Partners and Assignees. The Managing General Partner shall do all
things necessary to comply with the California Revised Limited Partnership Act
or other applicable law and is authorized and directed to do all things it
deems to be necessary or advisable in connection with any such future issuance,
including, without limitation, compliance with any statute, rule, regulation or
guideline of any federal, state or other governmental agency or any national
securities exchange on which the Depositary Units or other such security is
listed for trading. The General Partners shall own at least one percent (1%) of
the outstanding Units at all times and may acquire Units in connection with any
such issuance to maintain at least the one percent required to be owned by
them.
(B) Notwithstanding anything to the contrary in this Agreement or the
California Revised Limited Partnership Act, as amended from time to time, Units
(which for purposes of this paragraph shall include any securities issued
pursuant to Paragraph A of this Section 8.1) to be issued by the Partnership
shall be issuable in one or more classes (and one or more series of such
classes) with such designations, preferences and relative, participating,
optional or other special rights as shall be fixed by the Managing General
Partner in the exercise of its sole and complete discretion. The authority of
the Managing General Partner with respect to such Units shall include, but not
be limited to the following: (i) the number of Units constituting that class or
series and the distinctive designation of that class or series; (ii) the
allocation to such Units of items of Partnership income, gain, loss, deduction
and credit; (iii) the right of such Units to share in Partnership distributions
and whether such distributions shall be payable in preference to, or in another
relation to, distributions payable on any other class or classes of Units; (iv)
the rights of such Units upon dissolution and liquidation of the Partnership;
(v) whether such
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Exhibit 3(b)
Units are redeemable by the Partnership and, if so, the price at and the terms
and conditions on which such Units may be redeemed by the Partnership; (vi)
whether such Units are issued with the privilege of conversion and, if so, the
rate at and the terms and conditions upon which such Units may be converted
into any other Units of the Partnership; (vii) the terms and conditions of the
issuance of such Units, the deposit of such Units with the Depositary, the
issuance of Depositary Receipts in respect thereof, and all other matters
relating to the assignment thereof; (viii) the rights of such Units to vote on
matters relating to the Partnership and this Agreement, including without
limitation any voting rights as a class; and (ix) any other relative,
participating, optional, or other special rights, qualifications, limitations
or restrictions of that class or series. Except as provided in Section 6.12,
upon the issuance of any class or series of Units which is not identical to the
Units then outstanding, the Managing General Partner (pursuant to the Managing
General Partner's power of attorney from the Limited Partners), without the
need for any vote or approval at the time of any Limited Partner or Assignee,
may amend any provision of this Agreement, and execute, swear to, acknowledge,
deliver, file and record, if required, an amended Certificate of Limited
Partnership and whatever other documents may be required in connection
therewith, as shall be necessary or desirable to reflect the issuance of such
class or series of Units and the relative rights and preferences of such class
or series of Units as to the matters set forth in the preceding sentence.