EXHIBIT 10.52
AMENDMENT
TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
WEST VALLEY PARTNERSHIP
This AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
WEST VALLEY PARTNERSHIP (the "Amendment") is entered into as of November 19,
1987 by and between May Centers, Inc., a Missouri corporation, ("MCI") and
the persons and entities (the "Limited Partners") designated as the Class A
Limited Partners and the Class B Limited Partner in the "Schedule of Partners"
attached hereto as Exhibit "A" and made a part hereof (the General Partner
and the Limited Partners and collectively referred to herein as the
"Partners").
RECITALS
A. West Valley May Corp., a Missouri corporation, The ▇▇▇▇▇▇▇▇
Corporation, and ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Original Partners") entered into a
Certificate of Limited Partnership and Limited Partnership Agreement (the
"Original Partnership Agreement") dated February 17, 1960, by which they
established West Valley Partnership as a California limited partnership. A
copy of the Original Partnership Agreement was recorded on February 24, 1960
as Instrument No. 2785 in Book M 452, Page 433 of the Official Records of Los
Angeles County, California.
B. The Original Partnership Agreement was amended by the following
documents: Amendment dated September 10, 1963, recorded in the Official
Records of Los Angeles County, California on September 26, 1963 as Instrument
No. 5725 in Book M 1353, Page 951; Second Amendment dated October 1, 1963,
recorded in the Official Records of Los Angeles County, California on
December 31, 1963 as Instrument No. 6663 in Book M 1421, Page 369; Third
Amendment dated December 31, 1971, recorded in the Official Records of Los
Angeles County, California on December 31, 1971 as Instrument No. 2608 in
Book M 3943, Page 820; Fourth Amendment dated February 28, 1973, recorded in
the Official Records of Los Angeles County, California on March 2, 1973 as
Instrument No. 4518 in Book M 4301, Page 289; Fifth Amendment dated August 8,
1979, a copy of which was recorded in the Official Records of Los Angeles
County, California on August 14, 1979 as Instrument No. 79-899953; and the
Amended and Restated Limited Partnership Agreement of West Valley Partnership
dated as of December 31, 1985 (the "Restated Partnership Agreement").
C. The Partners are all the successors in interest to the Original
Partners and collectively hold one hundred percent (100%) of the interests in
and to the Partnership.
D. The Partners now desire to amend the Restated Partnership Agreement
in the manner set forth in this Amendment.
AGREEMENTS
In consideration of the mutual covenants contained herein, the Partners
amend the Restated Partnership Agreement of West Valley Partnership as
follows:
1. All Class A Limited Partners listed in the Schedule of Partners who, prior
to the date of this Amendment, were assignees of or successors to the
interests of a prior Class A Limited Partner, are hereby accepted as
substitute Class A Limited Partners.
2. The "Schedule of Partners" attached to the Restated Partnership Agreement
as Exhibit A thereto is hereby deleted in its entirety and substituted
therefor is the Schedule of Partners attached to this Amendment as Exhibit
"A".
3. Except as specifically amended by the provisions of this Amendment, the
Restated Partnership Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the Partners have executed this Amendment, in
counterparts, as of the date first above written.
GENERAL PARTNER:
May Centers, Inc. a
Missouri corporation
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
2
(Signature pages to Amendment to Amended and Restated
Partnership Agreement continued)
CLASS A LIMITED PARTNERS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee for
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ A. R. ▇▇▇▇▇▇▇▇▇, TRUSTEE
--------------------------------------
A. R. ▇▇▇▇▇▇▇▇▇, Trustee for
▇▇▇▇▇▇ Cassie Pool
/s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
/s/ A.R. ▇▇▇▇▇▇▇▇▇, TRUSTEE
--------------------------------------
A.R. ▇▇▇▇▇▇▇▇▇, Trustee
for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Estate of ▇▇▇▇▇▇ ▇▇▇▇▇:
By: /s/ WARNER ▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Warner ▇▇▇▇▇ ▇▇▇▇▇,
Co-Executor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ WARNER ▇▇▇▇▇ ▇▇▇▇▇
------------------------------ --------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Warner ▇▇▇▇▇ ▇▇▇▇▇
Co-Executrix
/s/ ▇▇▇▇ REND ROEDLING
--------------------------------------
▇▇▇▇ Rend Roedling
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ TELSTAR, TRUSTEE
--------------------------------------
▇▇▇▇▇ Telstar,
Trustee of the Valentine Trust
dated January 14, 1987
3
(Signature pages to Amendment to Amended and Restated
Partnership Agreement continued)
/s/ ▇▇▇▇▇▇▇ TELSTAR, TRUSTEE
--------------------------------------
▇▇▇▇▇▇▇ Telstar,
Trustee of the Valentine Trust
dated January 14, 1987
/s/ ▇▇▇▇▇ ▇▇▇▇▇ VIDOR
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ Vidor
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
CLASS B LIMITED PARTNERS:
May Centers, Inc. a
Missouri corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
4
EXHIBIT "A"
PERCENTAGE
NAME & PLACE OF RESIDENCE INTEREST
------------------------- -----------
GENERAL PARTNER
May Centers, Inc. 40%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CLASS A LIMITED PARTNERS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee for 2.375%
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇,▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 8.4375%
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, #▇-▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A.R. ▇▇▇▇▇▇▇▇▇, Trustee for 2.375%
▇▇▇▇▇▇ ▇▇▇▇▇▇ Pool
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2.375%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A.R. ▇▇▇▇▇▇▇▇▇, Trustee for 2.375%
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ 2.5%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Warner ▇▇▇▇▇ ▇▇▇▇▇ 8.4375%
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ Rend Roedling 2.5%
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PERCENTAGE
NAME & PLACE OF RESIDENCE INTEREST
------------------------- -----------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 14.25%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Telstar and ▇▇▇▇▇▇▇ Telstar, 2.375%
Trustees of the Valentine
Trust dated January 14, 1987
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ Vidor 5.9375%
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 3.5625%
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
CLASS B LIMITED PARTNER
May Centers, Inc. 2.5%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2
