Series E Preferred Units. Agreed Value of Series E Contribution Cash Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest --------------- ------------ ------------- --------------- ------------- ----------- ---------- LIMITED PARTNER: Fifth Third Equity 8/31/99 $11,022,000 -- $11,022,000 220,440 100.0000% Exchange Fund 1999, LLC ------------ ------ ------------ ---------- --------- TOTAL SERIES E PREFERRED UNITS $11,022,000 -- $11,022,000 220,440 100.0000% ============ ====== =========== ========== =========
Series E Preferred Units. Except as set forth in Schedule 6.20, so long as any of the Sellers hold Series E Preferred Units (or any equity of Buyer and/or Holdings into which Series E Preferred Units have been exchanged or converted (such equity, “Successor Equity”)), Buyer and Holdings will not (a) undertake a merger, combination, consolidation, recapitalization or other similar transaction in which any of the Existing Preferred Units or Series E Preferred Units (or any Successor Equity) are converted into, exchanged or redeemed for securities or other property or (b) otherwise cause or permit any Series E Preferred Units to be exchanged or redeemed for, or converted into, securities of any Person or property, including Holdings, or any Person that owns or will own all of the equity interests in Holdings or any Affiliate of or successor (by merger or otherwise) to Holdings or such Person (such Person, a “Successor Person”), or transferred to Holdings or any Successor Person, unless the holders of Series E Preferred Units (or any Successor Equity) receive the same form and amount of consideration as the consideration payable to the holders of the Existing Preferred Units (or any Successor Equity), and are subject to any lock-ups not more restrictive than those governing the holders of the Existing Preferred Units (or any Successor Equity).
Series E Preferred Units. Under the authority granted to it by Section 4.2.A hereof, the General Partner hereby establishes and designates as Preferred Units an additional class of Partnership Units entitled “Series E Cumulative Redeemable Preferred Units” (the “Series E Preferred Units”). Series E Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit L hereto.
Series E Preferred Units. Section 4.2 of the Partnership Agreement is hereby amended by adding after Section 4.2.H the following section:
Series E Preferred Units. The authorized number of Series E Preferred Units shall be unlimited. Series E Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.
Series E Preferred Units. (A) The authorized number of Series E Preferred Units shall be unlimited. Series E Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.
(B) The Series E Preferred Units shall be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series E Holder shall be entitled to receive a definitive Certificate evidencing its Series E Preferred Units, unless otherwise required by law or the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series E Preferred Units and the General Partner shall have not selected a substitute Depositary within sixty (60) calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series E Preferred Units, payments and communications made by the Partnership to Series E Holders shall be made by making payments to, and communicating with, the Depositary.
Series E Preferred Units. 85 Section 18.1.
Series E Preferred Units. Agreed Value Series E Contribution Cash of Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest --------------------------------- ------------- -------------- -------------- ----------------- -------------- -------------- LIMITED PARTNER: Fifth Third Equity Exchange 8/31/99 $11,022,000 -- $11,022,000 220,440 100.0000% Fund 1999, LLC ============== ============== ================= ============== ============== TOTAL SERIES E PREFERRED UNITS $11,022,000 -- $11,022,000 220,440 100.0000% ============== ============== ================= ============== ============== EXHIBIT B NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) exchanges ____________ Limited Partnership Units in AMB Property II, L.P. in accordance with the terms of the Limited Partnership Agreement of AMB Property II, L.P. dated as of _________________, as amended, and the rights of [Series E] Redemption referred to therein, (ii) surrenders such Limited Partnership Units and all right, title and interest therein and (iii) directs that the cash (or, if applicable, Preferred Stock) deliverable upon [Series E] Redemption or exchange be delivered to the address specified below, and if applicable, that such Preferred Stock be registered or placed in the name(s) and at the address(es) specified below. Dated: ------------------------ Name of Limited Partner: --------------------------------- (Signature of Limited Partner) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: --------------------------------- Issue Shares in the name of: Please insert social security or identifying number: Address (if different than above): EXHIBIT C CONSTRUCTIVE OWNERSHIP DEFINITION
Series E Preferred Units. (A) The authorized number of Series E Preferred Units shall be unlimited. Series E Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.
(B) The Series E Preferred Units shall be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series E Holder shall be entitled to receive a definitive Certificate evidencing its Series E Preferred Units, unless (1) requested by a Series E Holder and consented to by the General Partner in its sole discretion, (2) otherwise required by law or (3) the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series E Preferred Units and the General Partner shall have not selected a substitute Depositary within 60 calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series E Preferred Units, payments and communications made by the Partnership to Series E Holders shall be made by making payments to, and communicating with, the Depositary.
Series E Preferred Units. Agreed Value of Contribution Cash Contributed Total Series E
