SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Dated as of September 14, 2006
Exhibit
3.2
SECOND
AMENDMENT
TO
THE
OF
NORTHSTAR
REALTY FINANCE LIMITED PARTNERSHIP
_____________________________________________
Dated
as
of September 14, 2006
_____________________________________________
THIS
SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY
FINANCE LIMITED PARTNERSHIP (this “Amendment”),
dated
as of September 14, 2006, is hereby adopted by NorthStar Realty Finance Corp.,
a
Maryland corporation (defined in the Agreement, hereinafter defined, as the
“General
Partner”),
as
the general partner of NorthStar Realty Finance Limited Partnership, a Delaware
limited partnership (the “Partnership”). For ease of reference,
capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Agreement of Limited Partnership of NorthStar Realty
Finance Limited Partnership, dated as of October 19, 2004, as amended by
the First Amendment to the Agreement of Limited Partnership, dated as of March
14, 2006 (as so amended, the “Agreement”).
WHEREAS,
the General Partner desires to establish and set forth the terms of a new series
of Partnership Interests designated as 8.75% Series A Cumulative Redeemable
Preferred Units (the “Series
A Preferred Units”);
WHEREAS,
Section 4.2(a) of the Agreement grants the General Partner authority to
cause the Partnership to issue interests in the Partnership in one or more
classes or series, with such designations, preferences and relative,
participating, optional or other special rights, powers and duties as may be
determined by the General Partner in its sole and absolute
discretion;
WHEREAS,
Section 4.2(b) of the Agreement grants the General Partner authority to cause
the Partnership to issue to the General Partner Partnership Units (other than
Partnership Common Units) in connection with an issuance of Preferred
Stock;
WHEREAS,
the General Partner desires to amend the Agreement to set forth the terms of
the
Series A Preferred Units;
WHEREAS,
Section 7.3(c) of the Agreement grants the General Partner power and
authority to amend the Agreement without the consent of any of the Partnership’s
limited partners to issue additional Partnership Interest in accordance with
Section 4.2 and requires that the General Partner provide notice to the limited
partners when any action is taken under Section 7.3(c);
NOW,
THEREFORE, the General Partner hereby amends the Agreement as
follows:
1. The
exhibit attached to this Amendment as Attachment 1
is
hereby added to the Agreement as Exhibit G
thereof.
2. Section
4.2 to the Agreement is hereby supplemented by adding the following paragraph
to
the end thereof:
“(d) Issuance
of Series A Preferred Units. The Partnership is authorized to issue a
series designated as “Series A Preferred Units”, which units shall have the
terms set forth in Exhibit G
attached
hereto and made part hereof. Exhibit G shall constitute a Partnership Unit
Designation for purposes of this Agreement.”
3. In
making
distributions pursuant to Section 5.1 of the Agreement, the General Partner
of the Partnership shall take into account the provisions of Paragraph 2 of
Exhibit G
to the
Agreement, including, but not limited to, Paragraph 2.G(ii)
thereof.
4. Section 8.6
of the Agreement is hereby supplemented by adding the following paragraph to
the
end thereof:
“K. Series A
Preferred Unit Exception. Holders of Series A Preferred Units shall not be
entitled to the right of Redemption provided for in Section 8.6(a) of this
Agreement.”
5. Exhibit A
of the
Agreement is hereby deleted and is replaced in its entirety by new Exhibit A
attached
hereto as Attachment 2.
6. The
Agreement and this Amendment shall be read together and shall have the same
force and effect as if the provisions of the Agreement and this Amendment
(including attachments hereto) were contained in one document. Any provisions
of
the Agreement not amended by this Amendment shall remain in full force and
effect as provided in the Agreement immediately prior to the date
hereof.
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IN
WITNESS WHEREOF, the General Partner has executed this Amendment as of the
date
first written above.
| NORTHSTAR REALTY FINANCE CORP. | ||
| |
|
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| By: | /s/ Xxxxxx Xxxxx | |
|
Name:
Xxxxxx Xxxxx
Title:
General Counsel
|
||
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Attachment
1
EXHIBIT
G
DESIGNATION
OF THE PREFERENCES, CONVERSION
AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS
AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND
CONDITIONS OF REDEMPTION
OF
THE
SERIES A
PREFERRED UNITS
1. Definitions.
In
addition to those terms defined in the Agreement, the following definitions
shall be for all purposes, unless otherwise clearly indicated to the contrary,
applied to the terms used in the Agreement and this Exhibit
G:
“Board
of Directors”
shall
mean the Board of Directors of the General Partner or any committee authorized
by such Board of Directors to perform any of its responsibilities with
respect
to the Series A Preferred Stock.
“Unit
Business Day”
shall
mean any day other than a Saturday, Sunday or a day on which state or federally
chartered banking institutions in New York, New York are not required to
be
open.
“change
of control”
shall
be deemed to have occurred at such time as (i) the date a “person” or “group”
(within the meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act
of 1934, as amended (the “Securities Exchange Act”)) becomes the ultimate
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act, except that a person or group shall be deemed to have beneficial
ownership of all shares of voting stock that such person or group has the
right
to acquire regardless of when such right is first exercisable), directly
or
indirectly, of voting stock representing more than 50% of the total voting
power
of the total voting stock of the General Partner; (ii) the date the General
Partner sells, transfers or otherwise disposes of all or substantially
all of
its assets; or (iii) the date of the consummation of a merger or share
exchange
of the General Partner with another entity where stockholders of the General
Partner immediately prior to the merger or share exchange would not beneficially
own, immediately after the merger or share exchange, shares representing
50% or
more of all votes (without consideration of the rights of any class of
stock to
elect directors by a separate group vote) to which all stockholders of
the
corporation issuing cash or securities in the merger or share exchange
would be
entitled in the election of directors, or where members of the Board of
Directors immediately prior to the merger or share exchange would not
immediately after the merger or share exchange constitute a majority of
the
board of directors of the corporation issuing cash or securities in the
merger
or share exchange.
“Common
Stock”
shall
mean the common stock, of the General Partner, par value $0.01 per
share.
“Distribution
Payment Date”
shall
mean February 15, May 15, August 15 and November 15, in each year, commencing
on
or about November 15, 2006; provided,
however,
that if
any Distribution Payment Date falls on any day other than a Unit Business
Day,
the distribution payment due on such Distribution Payment Date shall be
paid on
the first Unit Business Day immediately following such Distribution Payment
Date.
“Distribution
Periods”
shall
mean quarterly distribution periods commencing on February 15, May 15,
August 15
and November 15 of
each
year and ending on and including the day preceding the first day of the
next
succeeding Distribution Period (other than the initial Distribution Period
with
respect to each Series A Preferred Unit, which, (i) for Series A Preferred
Units
issued prior to November 15, 2006, shall commence on, but exclude, the
date of
original issue by the Partnership of any Series A Preferred Units and end
on and
include the day preceding the first day of the next succeeding Distribution
Period; and (ii) for Series A Preferred Units issued on or after November
15,
2006, shall commence on the Distribution Payment Date with respect to which
distributions were actually paid on Series A Preferred Units that were
outstanding immediately preceding the issuance of such Series A Preferred
Units
and end on and include the day preceding the first day of the next succeeding
Distribution Period).
“Dividend
Payment Date”
shall
mean a dividend payment date with respect to the Series A Preferred
Stock.
“Dividend
Periods”
shall
mean the quarterly dividend periods with respect to the Series A Preferred
Stock.
“Series
A Preferred Stock”
means
the 8.75% Series A Cumulative Redeemable Preferred Stock (liquidation preference
$25.00 per share), par value $0.01 per share, issued by the General
Partner.
“Series
A Preferred Unit”
means
a
Partnership Unit issued by the Partnership to the General Partner in
consideration of the contribution by the General Partner to the Partnership
of
the entire net proceeds received by the General Partner from the issuance
of the
Series A Preferred Stock. The Series A Preferred Units are Partnership Preferred
Units. The Series A Preferred Units shall have the preferences, conversion
and
other rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption as are set forth in
this
Exhibit
G.
It is
the intention of the General Partner, in establishing the Series A Preferred
Units that each Series A Preferred Unit shall be substantially the economic
equivalent of a Series A Preferred Share.
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“set
apart for payment”
shall
be deemed to include, without any action other than the following, the recording
by the Partnership or the General Partner on behalf of the Partnership in
its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of a distribution by the General Partner, the
allocation of funds to be so paid on any series or class of Partnership Units;
provided,
however,
that if
any funds for any class or series of Junior Units or any class or series
of
Partnership Units ranking on a parity with the Series A Preferred Units as
to
the payment of distributions are placed in a separate account of the Partnership
or delivered to a disbursing, paying or other similar agent, then “set apart for
payment” with respect to the Series A Preferred Units shall mean placing such
funds in a separate account or delivering such funds to a disbursing, paying
or
other similar agent.
“voting
stock” shall mean stock of any class or kind of the General Partnership having
the power to vote generally in the election of directors.
2.
Terms
of the Series A Preferred Units.
A. Number.
As of
the close of business on the date of the amendment pursuant to which this
Exhibit was adopted, the total number of Series A Preferred Units issued
and
outstanding will be 2,400,000. The General Partner may issue additional Series
A
Preferred Units from time to time in accordance with the terms of the Agreement,
and in connection with any such additional issuance the General Partner shall
revise Exhibit A to the Agreement to reflect the total number of Series A
Preferred Units then issued and outstanding.
B. Distributions.
(i) The
General Partner, in its capacity as the holder of the then outstanding Series
A
Preferred Units, shall be entitled to receive, when, as and if declared by
the
General Partner, distributions payable in cash at the rate per annum of $2.1875
per Series A Preferred Unit (the “Annual
Distribution Rate”).
Such
distributions with respect to each Series A Preferred Unit issued prior to
November 15, 2006 shall be cumulative from, but excluding, the date of original
issue by the Partnership of any Series A Preferred Units and with respect
to
Series A Preferred Units issued on or after November 15, 2006 shall be
cumulative from the Distribution Payment Date with respect to dividends that
were actually paid on Series A Preferred Units that were outstanding immediately
preceding the issuance of such Series A Preferred Units, and shall be payable
quarterly, when, as and if authorized and declared by the General Partner,
in
arrears on each Distribution Payment Date commencing with respect to each
Series
A Preferred Unit on the first Distribution Payment Date following the issuance
of such Series A Preferred Unit; provided
that the
amount per Series A Preferred Unit to be paid in respect of the initial
Distribution Period shall be determined in accordance with paragraph (ii)
below.
Accrued and unpaid distributions for any past Distribution Periods may be
declared and paid at any time, without reference to any regular Distribution
Payment Date. If following a change of control, the Series A Preferred Stock
is
not listed on the New York Stock Exchange or the American Stock Exchange
or
quoted on NASDAQ, the Annual Distribution Rate will be increased to $2.4375
per
share of Series A Preferred Unit and the General Partner as the holder of
the
Series A Preferred Units shall be entitled to receive, when, as and if declared
by the General Partner, distributions payable in cash cumulative from, but
excluding, the first date on which both the change of control has occurred
and
the Series A Preferred Stock is not so listed or quoted at the increased
Annual
Distribution Rate for as long as the Series A Preferred Stock is not so listed
or quoted.
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(ii)
The
amount of distribution per Series A Preferred Unit accruing in each full
Distribution Period shall be computed by dividing the Annual Distribution
Rate
by four. The amount of distributions payable for the initial Distribution
Period, or any other period shorter or longer than a full Distribution Period,
on the Series A Preferred Units shall be computed on the basis of twelve
30-day
months and a 360-day year. The General Partner, in its capacity as the holder
of
the then outstanding Series A Preferred Units, shall not be entitled to any
distributions, whether payable in cash, property or securities, in excess
of
cumulative distributions, as herein provided, on the Series A Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable in respect
of
any distribution payment or payments on the Series A Preferred Units that
may be
in arrears.
(iii)
So
long as any Series A Preferred Units are outstanding, no distributions, except
as described in the immediately following sentence, shall be declared or
paid or
set apart for payment on any series or class or classes of Parity Units for
any
period unless full cumulative distributions have been or contemporaneously
are
declared and paid or declared and a sum sufficient for the payment thereof
set
apart for such payment on the Series A Preferred Units for all Distribution
Periods terminating on or prior to the distribution payment date on such
class
or series of Parity Units. When distributions are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all distributions
declared upon Series A Preferred Units and all distributions declared upon
any
other series or class or classes of Parity Units shall be declared ratably
in
proportion to the respective amounts of distributions accumulated and unpaid
on
the Series A Preferred Units and such Parity Units.
(iv)
So
long as any Series A Preferred Units are outstanding, no distributions (other
than distributions paid solely in Junior Units or options, warrants or rights
to
subscribe for or purchase Junior Units) shall be declared or paid or set
apart
for payment or other distribution declared or made upon Junior Units, nor
shall
any Junior Units be redeemed, purchased or otherwise acquired (other than
a
redemption, purchase or other acquisition of Junior Units made in respect
of a
redemption, purchase or other acquisition of Common Stock made for purposes
of
and in compliance with requirements of an employee incentive or benefit plan
of
the General Partner or any subsidiary, or as permitted under the Charter
of the
General Partner), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any such Junior Units)
by the
General Partner, directly or indirectly (except by conversion into or exchange
for Junior Units), unless in each case (a) the full cumulative distributions
on
all outstanding Series A Preferred Units and any other Parity Units of the
Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series A Preferred Units and all
past
distribution periods with respect to such Parity Units, and (b) sufficient
funds
shall have been paid or set apart for the payment of the distribution for
the
current Distribution Period with respect to the Series A Preferred Units
and any
Parity Units.
-4-
C. Liquidation
Preference.
(i) In
the event of any liquidation, dissolution or winding up of the Partnership
or
the General Partner, whether voluntary or involuntary, before any payment
or
distribution of the assets of the Partnership shall be made to or set apart
for
the holders of Junior Units, the General Partner, in its capacity as the
holder
of the Series A Preferred Units, shall be entitled to receive Twenty-Five
Dollars ($25.00) per Series A Preferred Unit (the “Liquidation
Preference”)
plus
an amount equal to all distributions (whether or not earned or declared)
accrued
and unpaid thereon to the date of final distribution to the General Partner,
in
its capacity as such holder; but the General Partner, in its capacity as
the
holder of Series A Preferred Units, shall not be entitled to any further
payment. If, upon any such liquidation, dissolution or winding up of the
Partnership or the General Partner, the assets of the Partnership, or proceeds
thereof, distributable to the General Partner, in its capacity as the holder
of
Series A Preferred Units, shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any other Parity Units, then
such
assets, or the proceeds thereof, shall be distributed among the General Partner,
in its capacity as the holder of such Series A Preferred Units, and the holders
of any such other Parity Units ratably in accordance with the respective
amounts
that would be payable on such Series A Preferred Units and any such other
Parity
Units if all amounts payable thereon were paid in full. For the purposes
of this
Section C, (i) a consolidation or merger of the Partnership or the General
Partner with one or more entities, (ii) a statutory share exchange by the
Partnership or the
General Partner and (iii) a sale or transfer of all or substantially all
of the
Partnership’s or the General Partner’s assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Partnership or General Partner.
(ii)
Subject to the rights of the holders of Partnership Units of any series or
class
or classes of shares ranking on a parity with or prior to the Series A Preferred
Units upon any liquidation, dissolution or winding up of the General Partner
or
the Partnership, after payment shall have been made in full to the General
Partner, in its capacity as the holder of the Series A Preferred Units, as
provided in this Section, any series or class or classes of Junior Units
shall,
subject to any respective terms and provisions applying thereto, be entitled
to
receive any and all assets remaining to be paid or distributed, and the General
Partner, in its capacity as the holder of the Series A Preferred Units, shall
not be entitled to share therein.
D. Redemption
of the Series A Preferred Units.
(i) If
at any time following a change of control, the Series A Preferred Stock is
not
listed on the New York Stock Exchange or American Stock Exchange, or quoted
on
NASDAQ, the General Partner will have the option to cause the Partnership
to
redeem the Series A Preferred Units, in whole but not in part, within 90
days
after the first date on which both the change of control has occurred and
the
Series A Preferred Stock is not so listed or quoted, for cash at $25.00 per
Series A Preferred Unit plus any accrued and unpaid distributions with respect
to the Series A Preferred Units to the Redemption Date.
(ii)
Except as set forth in paragraph (i) above or in connection with the redemption
of the Series A Preferred Stock by the General Partner as permitted by the
Charter, the Series A Preferred Units shall not be redeemable prior to September
14, 2011. On and after September 14, 2011, the General Partner may, at its
option, cause the Partnership to redeem the Series A Preferred Units for
cash,
in whole or in part, as set forth herein, subject to the provisions described
below.
-5-
(iii)
The
Series A Preferred Units may be redeemed, in whole or in part, at the option
of
the General Partner, in its capacity as the holder of the Series A Preferred
Units, at any time, provided that the General Partner shall redeem an equivalent
number of Series A Preferred Stock. Such redemption of Series A Preferred
Units
shall occur substantially concurrently with the redemption by the General
Partner of such Series A Preferred Stock (the “Redemption
Date”).
(iv)
Upon
redemption of Series A Preferred Units by the General Partner on the Redemption
Date, each Series A Preferred Unit so redeemed shall be converted into the
right
to receive Twenty-Five Dollars ($25.00) per Series A Preferred Unit, plus
any
accrued and unpaid distributions with respect to the Series A Preferred Units
to
the Redemption Date (the “Redemption
Price”).
Upon
any
redemption of Series A Preferred Units, the Partnership shall pay any accrued
and unpaid distributions in arrears for any Distribution Period ending on
or
prior to the Redemption Date. If the Redemption Date falls after a Dividend
Payment Record Date and prior to the corresponding Dividend Payment Date,
then
the General Partner, in its capacity as the holder of Series A Preferred
Units,
shall be entitled to distributions payable on the equivalent number of Series
A
Preferred Units as the number of the Series A Preferred Stock with respect
to
which the General Partner shall be required, pursuant to the terms of the
Charter, to pay to the holders of Series A Preferred Stock at the close of
business on such Dividend Payment Record Date for the Series A Preferred
Stock
who, pursuant to such Charter, are entitled to the dividend payable on such
Series A Preferred Stock on the corresponding Dividend Payment Date
notwithstanding the redemption of such Series A Preferred Stock before such
Dividend Payment Date. Except as provided above, the Partnership shall make
no
payment or allowance for unpaid distributions, whether or not in arrears,
on
Series A Preferred Units called for redemption.
(v)
If
full cumulative distributions on the Series A Preferred Units and any other
series or class or classes of Parity Units of the Partnership have not been
paid
or declared and set apart for payment, except in connection with a purchase,
redemption or other acquisition of Series A Preferred Stock or shares of
capital
stock ranking on a parity with such Series A Preferred Stock as permitted
under
the Charter, the Series A Preferred Units may not be redeemed in part and
the
Partnership may not purchase, redeem or otherwise acquire Series A Preferred
Units or any Parity Units other than in exchange for Junior Units.
As
promptly as practicable after the surrender of the certificates for any such
Series A Preferred Units so redeemed, such Series A Preferred Units shall
be
exchanged for the cash (without interest thereon) for which such Series A
Preferred Units have been redeemed. If fewer than all the Series A Preferred
Units evidenced by any certificate are redeemed, the Partnership shall issue
new
certificates evidencing the unredeemed Series A Preferred Units without cost
to
the holder thereof.
E.
Conversion.
The
Series A Preferred Units are not convertible into or redeemable or exchangeable
for any other property or securities of the General Partner or the Partnership
at the option of any holder of Series A Preferred Units, except as provided
in
Section D hereof.
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F.
Ranking.
(i)
Any
class
or series of Partnership Units shall be deemed to rank:
(a)
prior
to the Series A Preferred Units, as to the payment of distributions and as
to
distribution of assets upon liquidation, dissolution or winding up of the
General Partner or the Partnership, if the holders of such class or series
of
Preferred Units shall be entitled to the receipt of distributions or of amounts
distributable upon liquidation, dissolution or winding up, as the case may
be,
in preference or priority to the holders of Series A Preferred
Units;
(b)
on a
parity with the Series A Preferred Units, as to the payment of distributions
and
as to the distribution of assets upon liquidation, dissolution or winding
up of
the General Partner or the Partnership, whether or not the distribution rates,
distribution payment dates or redemption or liquidation prices per Partnership
Unit be different from those of the Series A Preferred Units, if the holders
of
such Partnership Units of such class or series and the Series A Preferred
Units
shall be entitled to the receipt of distributions and of amounts distributable
upon liquidation, dissolution or winding up in proportion to their respective
amounts of accrued and unpaid distributions per Partnership Unit or liquidation
preferences, without preference or priority one over the other (“Parity
Units”);
and
(c)
junior to the Series A Preferred Units, as to the payment of distributions
or as
to the distribution of assets upon liquidation, dissolution or winding up
of the
General Partner or the Partnership, if such class or series of Partnership
Units
shall be Common Units or if the holders of Series A Preferred Units, shall
be
entitled to receipt of distribution or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference
or
priority to the holders of Partnership Units of such class or series
(“Junior
Units”).
(ii)
As
of the date hereof, no Partnership Units are Parity Units with respect to
the
Series A Preferred Units and the holders of Series A Preferred Units shall
be
entitled to the receipt of distributions and of amounts distributable upon
liquidation, dissolution or winding up in proportion to their respective
amounts
of accumulated and unpaid distributions per Partnership Unit or liquidation
preference, without preference or priority one over the other, except
that:
(i) the
Series A Preferred Units shall be Preferred Partnership Units and shall receive
distributions on a basis pari
passu
with
other Partnership Units, if any, receiving distributions pursuant to Section
5.1(i) of the Agreement; and
(ii) Distributions
made pursuant to Subsections G(ii)(a) of this Exhibit
G
shall be
made pro rata with other distributions made to other Partnership Units as
to
which they rank pari
passu
based on
the ratio of the amounts to be paid the Series A Preferred Units and such
other
Partnership Units, as applicable, to the total amounts to be paid in respect
of
the Series A Preferred Units and such other Partnership Units taken together
on
the Partnership Record Date.
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G. Voting.
(i) Except
as
required by law, the General Partner, in its capacity as the holder of the
Series A Preferred Units, shall not be entitled to vote at any meeting of
the
Partners or for any other purpose or otherwise to participate in any action
taken by the Partnership or the Partners, or to receive notice of any meeting
of
the Partners.
(ii) So
long
as any Series A Preferred Units are outstanding, the General Partner shall
not
authorize the creation of Partnership Units of any new class or series or
any
interest in the Partnership convertible, exchangeable or redeemable into
Partnership Units of any new class or series ranking prior to the Series
A
Preferred Units in the distribution of assets on any liquidation, dissolution
or
winding up of the General Partner or the Partnership or in the payment of
distributions unless such Partnership Units are issued to the General Partner
and the distribution and redemption (but not voting) rights of such Partnership
Units are substantially similar to the terms of securities issued by the
General
Partner and the proceeds or other consideration from the issuance of such
securities have been or are concurrently with such issuance contributed to
the
Partnership.
H. Restrictions
on Ownership and Transfer.
The
Series A Preferred Units shall be owned and held solely by the General
Partner.
I. General.
(i) The
rights of the General Partner, in its capacity as the holder of the Series
A
Preferred Units, are in addition to and not in limitation on any other rights
or
authority of the General Partner, in any other capacity, under the Agreement.
In
addition, nothing contained in this Exhibit
G
shall be
deemed to limit or otherwise restrict any rights or authority of the General
Partner under the Agreement, other than in its capacity as the holder of
the
Series A Preferred Units.
(ii) Anything
herein contained to the contrary notwithstanding, the General Partner shall
take
all steps that it determines are necessary or appropriate (including modifying
the foregoing terms of the Series A Preferred Units) to ensure that the Series
A
Preferred Units (including, without limitation the redemption and conversion
terms thereof) permit the General Partner to satisfy its obligations (including,
without limitation, its obligations to make dividend payments on the Series
A
Preferred Stock) with respect to the Series A Preferred Stock, it being the
intention that the terms of the Series A Preferred Units shall be substantially
similar to the terms of the Series A Preferred Stock.
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Attachment
2
[Exhibit
A]
-1-
