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EXHIBIT 3.3
AMENDMENT
OF
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
XXXXXXXXXXX CAPITAL, L.P.
This amendment (this "Amendment") dated as November 4, 1997 is made by
PIMCO Advisors L.P., a Delaware limited partnership, in its capacity as sole
general partner (the "General Partner") of Xxxxxxxxxxx Capital, L.P., a Delaware
limited partnership (the "Partnership"), pursuant to Section 16.01 of the
Amended and Restated Agreement of Limited Partnership, as amended (the
"Partnership Agreement") of the Partnership. Capitalized terms used in this
Amendment which are not defined herein are defined in the Partnership Agreement.
This Amendment is made so as to conform the Partnership Agreement to the
changes in the Code and relevant provisions of state income tax laws which
permit a limited partnership to be taxed as a partnership without regard to the
economic interest of the general partners, and to conform the fiscal year of the
Partnership to that of the General Partner.
1. Section 5.01(b) of the Partnership Agreement is amended to read in full
as follows:
"(b) The General Partner entered into a subscription agreement pursuant
to which it agreed to make a capital contribution in cash on demand in an amount
equal to 1.01% of the aggregate of the initial capital contributions of the
Limited Partners, reduced to the extent of any capital contribution thereafter
made by the General Partner, so as to ensure that the sum of the General
Partner's Capital Account and its obligations pursuant to its subscription
agreement shall not be less than one percent of the total Capital of all
Partners. Notwithstanding such subscription agreement, (i) upon the
effectiveness of this Amendment, the General Partner shall exchange 99% of its
general partner interest for Units as provided in Section 9.01(c), and (ii)
thereafter, the General Partner shall be required to make only such Capital
Contributions as shall be sufficient to ensure that the General Partner's
Capital Account shall not be less than one-hundredth of one percent of the total
Capital Accounts of all Partners."
2. In Section 5.02(b), the number "101.01%" is changed to "100.0101%"
3. The first sentence of Section 6.01 is amended to read: "The fiscal year
(the "Fiscal Year") of the Partnership for Partnership accounting
purposes shall be the calendar year."
4. In Section 6.03, the number "1%" is changed to "0.01%," and the number
"99%" is changed to "99.99%."
5. In Section 6.7(b), the number "1%" is changed to "0.01%," and the number
"99%" is changed to "99.99%."
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6. This Amendment shall be binding upon, and shall enure to the benefit
of, the parties hereto and their respective successors and assigns.
7. Except as amended by this Amendment, the Partnership Agreement shall
remain in full force and effect.
8. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, all rights and
remedies being governed by such laws, without regard to principles of
conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
GENERAL PARTNER
PIMCO ADVISORS L.P.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Executive Vice President
LIMITED PARTNERS
All Limited Partners that have been or
are hereafter, admitted as limited
partners of the Partnership, pursuant
to powers of attorney or other
authorizations recited in favor of or
granted to the General Partner
By: PIMCO Advisors L.P. General Partner
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Executive Vice President
