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EXHIBIT 3.2
ADMISSION OF NEW PARTNERS AND AMENDMENT
TO LIMITED PARTNERSHIP AGREEMENT
This Admission of New Partners and Amendment to Limited Partnership
Agreement (referred to as the "Admission and Amendment") is entered into as of
the 20th day of December, 2000, by and between Arden Realty Limited Partnership,
a Maryland limited partnership (the "Partnership") and the persons identified as
the "New Partners" on Exhibit A attached hereto.
RECITALS
A. The Partnership was formed pursuant to an Agreement of Limited
Partnership dated May 20, 1996, which was amended and restated on October 9,
1996, again amended and restated on September 7, 1999, and again amended on July
24, 2000 (collectively, the "Partnership Agreement"). The general partner of the
Partnership is Arden Realty, Inc., a Maryland corporation (hereinafter the
"Company" or the "General Partner"). All capitalized terms contained herein,
unless otherwise defined herein, shall have the meanings provided in the
Partnership Agreement.
B. Section 11.3 of the Partnership Agreement provides that any Limited
Partner of the Partnership may transfer any or all of its partnership interest
to a trust, all of the beneficiaries of which consist of such Limited Partner or
such Limited Partner's immediate family members.
C. The persons identified as "Transferring Partners" on Exhibit A
hereto are Limited Partners who wish to transfer their respective partnership
interests to the "New Partners," each of which are trusts, all of the
beneficiaries of which consist of the respective Transferring Partner and her
immediate family members.
D. The Transferring Partners have entered into that certain
Contribution Agreement, dated July 24, 2000 (the "Contribution Agreement"),
pursuant to which the Transferring Partners became Limited Partners of the
Partnership.
E. Each Transferring Partner has entered into, with its respective New
Partner, an Assignment and Assumption of Partnership Interests of even date
herewith, pursuant to which the Transferring Partners have assigned their entire
respective partnership interests to the corresponding New Partner, and the New
Partners have agreed to perform and be bound by the terms, covenants and
conditions of the Partnership Agreement and the Contribution Agreement.
NOW THEREFORE, in consideration of the foregoing, of the covenants,
promises and undertakings set forth herein, and for good and valuable
consideration, the receipt of which is hereby acknowledged, the Partnership and
the New Partners hereby agree as follows:
1. Transfer of Common Units. On January 1, 2001, the New Partners
shall become Substitute Limited Partners of the Partnership pursuant to Sections
11.3 and 11.4 of the
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Partnership Agreement and shall receive from the Transferring Partners the
corresponding number of Common Units set forth in Section 4 hereof.
2. Admission as Substitute Limited Partners. By its signature hereto
on behalf of the Partnership and all of the Partners thereof, the Company, as
general partner of the Partnership, hereby consents to the admission of the New
Partners as Substitute Limited Partners on January 1, 2001.
3. Agreement to Become Substitute Limited Partners. The New Partners
hereby agree to become Substitute Limited Partners and agree to be bound by all
the terms and conditions of, and to make the representations and warranties set
forth in (a) the Partnership Agreement as amended to date and (b) the
Contribution Agreement.
4. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is
hereby amended to delete the following:
Agreed Value of
Name and Address Cash Contributed Total Partnership
of Partner Contribution Property* Contributions Units
----------- ------------ --------------- ------------- ------------
COMMON UNITS
Limited Partners
--------------------------------------------------------------------------------------------
Xxxxxx Xxxx Xxxxxxxx $ 0 $68,596.55 $68,596.55 2981.162357
00000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Fax No.:
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Xxxxx Xxxxx Xxxxxxxx $ 0 $148,883.99 $148,883.99 6470.403508
c/o X.X. Xxxxxx,
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Fax No.:
----------------------------------------------------------------------------------------------
and to add the following:
Agreed Value of
Name and Address Cash Contributed Total Partnership
of Partner Contribution Property* Contributions Units
----------- ------------ --------------- ------------- ------------
COMMON UNITS
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Limited Partners
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Xxxxxx Xxxx Xxxxxxxx, Trustee of $ 0 $68,596.55 $68,596.55 2981.162357
the Xxxxxx Xxxx Xxxxxxxx Family
Trust dated August 21, 1992
00000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
----------------------------------------------------------------------------------------------
Xxxxx Xxxxx Xxxxxxxx, Trustee of $ 0 $148,883.99 $148,883.99 6470.403508
the Xxxxx Xxxxx Xxxxxxxx Family
Trust dated August 18, 1998
c/o X.X. Xxxxxx,
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
----------------------------------------------------------------------------------------------
5. Power of Attorney.
(a) The New Partners constitute and appoint the General Partner, any
Liquidator (as defined in the Partnership Agreement), and authorized officers
and attorneys-in-fact of each, and each of those acting singly, in each case
with full power of substitution, as its true and lawful agent and
attorney-in-fact, with full power and authority in its name, place and stead to:
(1) execute, swear to, acknowledge, deliver, file and record in
the appropriate public offices (i) all certificates, documents and other
instruments (including, without limitation, the Partnership Agreement and the
Certificate of Limited Partnership of the Partnership and all amendments or
restatements thereof) that the General Partner or the Liquidator deems
appropriate or necessary to form, qualify or continue the existence or
qualification of the Partnership as a limited partnership (or a partnership in
which the Limited Partners have limited liability) in the State of Maryland and
in all other jurisdictions in which the Partnership may conduct business or own
property; (ii) all instruments that the General Partner or any Liquidator deems
appropriate or necessary to reflect any amendment, change, modification or
restatement of the Partnership Agreement in accordance with its terms; (iii) all
conveyances and other instruments or documents that the General Partner or any
Liquidator deems appropriate or necessary to reflect the dissolution and
liquidation of the Partnership pursuant to the terms of the Partnership
Agreement, including, without limitation, a certificate of cancellation; (iv)
all instruments relating to the admission, withdrawal, removal or substitution
of any Partner (as defined in the Partnership Agreement) pursuant to, or other
events described in, Article 11, 12 or 13 of the Partnership Agreement or the
Capital Contribution (as defined in the Partnership Agreement) of any Partner;
and (v) all certificates, documents and other instruments relating to the
determination of the rights, preferences and privileges of Partnership
Interests; and
(2) execute, swear to, acknowledge and file all ballots,
consents, approvals, waivers, certificates and other instruments appropriate or
necessary, in the sole and absolute discretion of the General Partner or any
Liquidator, to make, evidence, give, (3) confirm or ratify any vote, consent,
approval, agreement, or other action which is made or given by the Partners
under the Partnership Agreement or is consistent with the terms of the
Partnership Agreement or appropriate or necessary, in the sole discretion of the
General Partner or any Liquidator, to effectuate the terms or intent of this
Admission and Amendment or the Partnership Agreement.
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Nothing contained herein shall be construed as authorizing the General Partner
or any Liquidator to amend the Partnership Agreement except in accordance with
Article 14 thereof or as may be otherwise expressly provided for in the
Partnership Agreement.
(b) The foregoing power of attorney is hereby declared to be
irrevocable and a power coupled with an interest, in recognition of the fact
that each of the New Partners will be relying upon the power of the General
Partner and any Liquidator to act as contemplated by the Partnership Agreement
in any filing or other action by it on behalf of the Partnership and it shall
survive and not be affected by the subsequent Incapacity of any New Partner or
its Assignee and the transfer of all or any portion of such New Partner's or
such Assignee's Common Units and shall extend to each New Partner's heirs,
successors, assigns and personal representatives. The New Partners hereby agree
to be bound by any representation made by the General Partner or any Liquidator,
acting in good faith pursuant to such power of attorney; and each of the New
Partners or any Assignee hereby waives any and all defenses which may be
available to contest, negate or disaffirm the action of the General Partner or
any Liquidator, taken in good faith under such power of attorney. The New
Partners shall execute and deliver to the General Partner or any Liquidator,
within 15 days after receipt of the General Partner's or Liquidator's request
therefor, such further designation, powers of attorney and other instruments as
the General Partner or the Liquidator, as the case may be, deems necessary to
effectuate the Partnership Agreement, this Admission and Amendment and the
purposes of the Partnership.
6. Partnership Distributions and Allocations.
(a) Distributions. The New Partners shall be entitled to distributions
based on the number of Common Units held by the New Partners on the applicable
Partnership Record Dates in accordance with Article 5 and Section 11.6.D of the
Partnership Agreement.
(b) Allocations of Income and Loss. Each New Partner shall be
allocated Net Income or Net Loss in accordance with its Percentage Interest in
the Partnership, in accordance with Article 6 and Section 11.6.D of the
Partnership Agreement.
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7. Trust Status. Each New Partner represents that it is a "grantor trust"
under Section 671 et seq. of the Internal Revenue Code of 1986, as amended, and
that its sole grantor (or owner) is its respective transferring partner. Each
New Partner agrees to promptly notify the Partnership of any change in this
treatment and of the facts relating to any such change. Each New Partner agrees
that neither it nor its grantor will take any action that would cause the
Partnership to violate Section 2.6 of the Partnership Agreement.
8. Miscellaneous.
(a) In the event of any conflict between the Partnership Agreement and
this Admission and Amendment, the provisions of this Admission and Amendment
shall supersede any and all conflicting or different provisions contained within
the Partnership Agreement. Any amendments to this Admission and Amendment,
including, without limitation, any amendments affecting the transferability of
the Common Units, must be executed by both
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parties hereto in order to be effective. This Admission and Amendment shall be
deemed to be an amendment to the Partnership Agreement.
(b) This Admission and Amendment may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original, but
all of which, when taken together, shall constitute one agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have entered into this Admission and
Amendment as of the date and year first written above.
"THE PARTNERSHIP"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: ARDEN REALTY, INC.
a Maryland corporation
Its General Partner
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Its: Co-Chief Financial Officer
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Limited Partners
By: ARDEN REALTY, INC.
a Maryland corporation, on behalf of the
limited partners pursuant to the Power of
Attorney set forth in Section 2.4 of the
Partnership Agreement
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Its: Co-Chief Financial Officer
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"THE NEW PARTNERS"
By: /s/ Xxxxxx Xxxx Xxxxxxxx
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Xxxxxx Xxxx Xxxxxxxx, Trustee of the
Xxxxxx Xxxx Xxxxxxxx Family Trust dated
August 21, 1992
[Signature Page Continues on Following Page]
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By: /s/ Xxxxx Xxxxx Xxxxxxxx
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Xxxxx Xxxxx Xxxxxxxx, Trustee of the
Xxxxx Xxxxx Xxxxxxxx Family Trust dated
August 18, 1998
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EXHIBIT A
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TRANSFERRING PARTNERS NEW PARTNERS NUMBER OF COMMON UNITS
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx, Trustee of the 2981.162357
Xxxxxx Xxxx Xxxxxxxx Family Trust
dated August 21, 1992
24452 Park Granada 00000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
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Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx, Trustee of the 6470.403508
Xxxxx Xxxxx Xxxxxxxx Family Trust
dated August 18, 1998
c/o X.X. Xxxxxx c/o X.X. Xxxxxx
0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
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