Exhibit 3.54
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
[Company]
The undersigned General Partner and Limited Partner hereby amend
and restate their agreement of limited partnership pursuant to and in
accordance with the Florida Revised Uniform Limited Partnership Act, Fla.
Stat.ss.ss.620.10-102, et seq. (the "Act"), and hereby agree as follows:
1. Name. The name of the limited partnership (the "Partnership")
is [Company]
2. Purpose. The Partnership is organized to engage in any lawful
business, purpose or activity for which limited partnerships may be formed
under the Act.
3. Registered Agent and Office. The address of the registered
agent of the Partnership is 000 XX 0xx Xxxxxx, 00xx Xxxxx, Xx. Xxxxxxxxxx,
Xxxxxxx 00000. The name of the registered agent at that address is Xxxxxxx
X. Xxxxxx.
4. Partners. The names and business, residence or mailing
addresses of the General Partner and the Limited Partner (collectively, the
"Partners") are as follows:
General Partner
[General Partner] 000 XX 0xx Xxxxxx, 00xx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Limited Partner
[Limited Partner] 000 XX 0xx Xxxxxx, 00xx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
5. Powers. The powers of the General Partner include all powers,
statutory and otherwise, possessed by general partners under the laws of
the State of Florida.
6. Term. The Partnership shall dissolve, and its affairs shall be
wound up, if (a) the Partners unanimously so determine, (b) the Partnership
sells or otherwise disposes of its interest in all or substantially all of
its property, (c) an event of dissolution has occurred under the Act or (d)
upon the removal, withdrawal or dissolution of the General Partner.
7. Capital Accounts. The Partnership shall establish and maintain
a separate account (the "Capital Account") for each Partner. The Capital
Accounts shall be maintained and adjusted so as to comply with the
provisions of the Internal Revenue Code (the "Code") and Treasury
Regulations promulgated thereunder. The General Partner is hereby
authorized to interpret and to apply the foregoing provisions to the extent
necessary to comply with such Treasury Regulations.
8. Additional Contributions. No Partner is required to make any
additional capital contribution to the Partnership.
9. Allocations of Profit and Losses. (a) The Partnership's profits
and losses shall be allocated according to the Partners' respective Capital
Account balances as of the beginning of the fiscal period.
(b) Regulatory and Related Allocations. Notwithstanding any other
provision in this Agreement to the contrary, the following special
allocations shall be made in the following order:
(i) Minimum Gain Chargeback. Notwithstanding any other
provision of this Article IV, if there is a net decrease in partnership
minimum gain during any fiscal period, each Partner shall be specially
allocated items of Partnership income and gain for such fiscal period (and,
if necessary, subsequent fiscal period) in an amount equal to the greater
of (A) the portion of such Partner's share of the net decrease in such
partnership minimum gain, determined in accordance with Treasury
Regulations Section 1.704-2(d)(1), or (B) if such Partner would otherwise
have an adjusted capital account deficit attributable solely to such
Partner's Capital Account at the end of such fiscal period, an amount
sufficient to eliminate such adjusted capital account deficit. Allocations
pursuant to the previous sentence shall be made in proportion to the
respective amounts required to be allocated to the Partners pursuant
thereto. The items to be so allocated shall be determined in accordance
with Treasury Regulations Section 1.704-2. This Section 9(b)(i) is intended
to comply with the minimum gain chargeback requirement in such section of
the Treasury Regulations and shall be interpreted consistently therewith.
To the extent permitted by such section of the Treasury Regulations and for
purposes of this Section 9(b)(i) only, each Partner's adjusted capital
account deficit shall be determined prior to any other allocations pursuant
to this Article 9 with respect to such fiscal period.
(ii) Qualified Income Offset. In the event any Partner
unexpectedly receives any adjustments, allocations, or distributions
described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or
(6) with respect to such Partner's Capital Account, items of Partnership
income and gain shall be specially allocated to each such Partner in an
amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations, the adjusted capital account deficit of such Partner
as quickly as possible; provided that an allocation pursuant to this
Section 9(b)(ii) shall be made only if and to the extent that such Partner
would have an adjusted capital account deficit after all other allocations
provided for in this Section 9 have been tentatively made as if this
Section 9(b)(ii) were not in this Agreement. This Section 9(b)(ii) is
intended to constitute a "qualified income offset" within the meaning of
Treasury Regulations Section 1.704-1(b)(ii)(d) and should be interpreted
consistently therewith.
(iii) Nonrecourse Deductions. Any nonrecourse deductions for
any fiscal period shall be allocated to the Partners in accordance with
their respective Capital Accounts.
(iv) Gross Income Allocation. In the event any Partner has an
Adjusted Capital Account Deficit, items of Partnership income and gain
shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate such Partner's adjusted capital account deficit as
quickly as possible; provided that an allocation pursuant to this Section
9(b)(iv) shall be made only if and to the extent that such Partner would
have an adjusted capital account deficit after all other allocations
provided for in this Section 9 (other than Section 9(b)(ii)) have been
tentatively made as if this Section 9(b)(iv) were not in this Agreement.
(v) Loss Allocation Limitation. No allocation of loss or
deduction (or items thereof) shall be made to any Partner to the extent
that such allocation would create or increase an adjusted capital account
deficit with respect to such Partner.
(vi) Curative Allocations. The allocations set forth in Section
9(b) (the "Regulatory Allocations") are intended to comply with certain
requirements of Treasury Regulations under Section 704 of the Code.
Notwithstanding any other provision of this Article 9 (other than the
Regulatory Allocations), the Regulatory Allocations shall be taken into
account in allocating other Partnership items of income, gain, loss,
deduction and expense among the Partners so that, to the extent possible,
the net amount of such allocations of other Partnership items and the
Regulatory Allocations shall be equal to the net amount that would have
been allocated to the Partners pursuant to this Section 9 if the Regulatory
Allocations had not been made.
10. Distributions. From time to time, as may be determined by the
General Partner, but at least once during each fiscal year, the General
Partner shall cause the Partnership to distribute any cash held by it which
is not reasonably necessary for the operation of the Partnership. Cash
available for distribution shall be distributed to the Partners in the same
proportion as their then capital account balances.
11. Assignments. The Limited Partner may assign all or any part of
his or its partnership interest only with the consent of the General
Partner. The Limited Partner has no right to grant an assignee of his or
its partnership interest the right to become a substituted limited partner.
12. Withdrawal. The General Partner has the power to withdraw at
any time by giving written notice to the Limited Partner. The Limited
Partner has the power to withdraw upon not less than six months' prior
written notice to the General Partner.
13. Additional Partners. (a) The General Partner may admit
additional limited partners.
(b) The Partnership shall continue as a limited partnership under
the Act after the admission of any additional limited partner pursuant
(c) The admission of additional limited partners pursuant to this
Section 13 shall be accomplished by the amendment of this Amended and
Restated Agreement of Limited Partnership and, if required by the Act, the
filing of a certificate of amendment in the Office of the Secretary of
State of Florida.
14. Termination. Upon termination of the business of the
Partnership, the General Partner shall make distributions, out of
Partnership net assets, if any, in the following manner and order:
1. for the payment and discharge of the claims of all
creditors of the Partnership who are not Partners;
2. for the payment and discharge of the claims of all
creditors of the Partnership who are Partners;
3. to the Partners or their legal representatives in
accordance with the positive balances in their respective Capital
Accounts as determined after taking into account all adjustments to
Capital Accounts for all periods.
