Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.
Exhibit 3.1
This Amendment No. 6, dated February 17, 2010 (this “Amendment”), to the Amended and
Restated Agreement of Limited Partnership, dated as of August 23, 2005, as amended (the
“Partnership Agreement”), of Xxxxxxxx Partners L.P., a Delaware limited partnership (the
“Partnership”), is entered into and effectuated by Xxxxxxxx Partners GP LLC, a Delaware
limited liability company and the general partner of the Partnership (the “General
Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement.
Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
WHEREAS, Section 5.6 of the Partnership Agreement provides that the Partnership, without the
approval of any Limited Partner, may, for any Partnership purpose, at any time or from time to
time, issue additional Partnership Securities for such consideration and on such terms and
conditions as determined by the General Partner; and
WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the General Partner,
without the approval of any Partner, may amend any provision of the Partnership Agreement to
reflect a change that the General Partner determines does not adversely affect the Limited Partners
(including any particular class of Partnership Interests as compared to other classes of
Partnership Interests) in any material respect; and
WHEREAS, Section 13.1(g) of the Partnership Agreement provides that the General Partner,
without the approval of any Partner, may amend any provision of the Partnership Agreement to
reflect an amendment that the General Partner determines to be necessary or appropriate in
connection with the authorization of the issuance of any class or series of Partnership Securities
pursuant to Section 5.6 of the Partnership Agreement; and
WHEREAS, Xxxxxxxx Energy Services, LLC, a Delaware limited liability company (“XXX”),
Xxxxxxxx Gas Pipeline Company, LLC, a Delaware limited liability company (“WGP”), WGP
Gulfstream Pipeline Company, L.L.C., a Delaware limited liability company (“WGPGPC”), the
General Partner (the General Partner, together with XXX, WGP and WGPGPC, the “Contributing
Parties”), the Partnership and Xxxxxxxx Partners Operating LLC, a Delaware limited liability
company and wholly-owned subsidiary of the Partnership (the “Operating Company”) and, for a
limited purpose, The Xxxxxxxx Companies, Inc., entered into that certain Contribution Agreement
(the “2010 Contribution Agreement”) dated January 15, 2010, pursuant to which the
Contributing Parties will contribute membership interests and a limited partner interest in certain
Delaware limited liability companies and a Delaware limited partnership, respectively, in exchange
for aggregate consideration that includes the issuance of Class C Units representing a new class of
Partnership Securities to be designated as “Class C Units,” with such terms as are set forth in
this Amendment; and
WHEREAS, the General Partner has determined that the creation of the Class C Units will be in
the best interests of the Partnership and fair and reasonable to the Partnership’s unaffiliated
Unitholders; and
WHEREAS, the issuance of the Class C Units complies with the requirements of the Partnership
Agreement; and
WHEREAS, acting pursuant to the power and authority granted to it: (i) under Section
13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment to
the Partnership Agreement does not adversely affect the Limited Partners (including any particular
class of Partnership Interests as compared to other classes of Partnership Interests) in any
material respect, and (ii) under Section 13.1(g) of the Partnership Agreement, the General Partner
has determined that this Amendment to the Partnership Agreement is necessary and appropriate in
connection with the authorization of issuance of the Class C Units;
NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
1. Section 1.1 of the Partnership Agreement is hereby amended to add or amend and restate the
following definitions:
“2010 Contribution Agreement” means that Contribution Agreement, dated as of January 15, 2010,
among Xxxxxxxx Gas Pipeline Company, LLC, XXX, WGP Gulfstream Pipeline Company, L.L.C., the General
Partner, the Partnership, the Operating Company, and (for purposes of certain Sections thereof
only) Xxxxxxxx.
“2010 Contribution General Partner Units” means the General Partner Units issued in accordance
with Section 2.2(a)(iii) of the 2010 Contribution Agreement.
“2010 Omnibus Agreement” means that Omnibus Agreement, dated as of February 17, 2010, among
Xxxxxxxx and the Partnership.
“Class C Conversion Effective Date” has the meaning assigned to such term in Section 5.12(f).
“Class C Unit” means a Partnership Security representing a fractional part of the Partnership
Interests of all Limited Partners and Assignees, and having the rights and obligations specified
with respect to the Class C Units in this Agreement. The term “Class C Unit” does not refer to a
Common Unit until such Class C Unit has converted into a Common Unit pursuant to the terms hereof.
“Debt Obligations” means, at any particular time, all of the then outstanding indebtedness,
liabilities and obligations of the Partnership arising under the (i) $150 million senior unsecured
notes outstanding that mature on June 15, 2011, (ii) $600 million senior unsecured notes
outstanding that mature on February 1, 2017, (iii) $250 million term loan outstanding under a $450
million senior unsecured credit agreement with Citibank, N.A. as administrative agent, and (iv)
$750 million senior unsecured notes outstanding that mature on
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February 15, 2015, (v) $1.5 billion senior unsecured notes outstanding that mature on March
15, 2020, and (vi) $1.25 billion senior unsecured notes outstanding that mature on April 15, 2040,
including in each case any indebtedness, liabilities and obligations treated as that borrowing
pursuant to Treasury Regulation Section 1.163-8T or any successor provision.
“Debt Obligation Net Losses” means an amount of Net Losses as determined for the taxable
period that if allocated to any Unitholder would cause such Unitholder to have a deficit balance in
its Capital Account at the end of such taxable period (or an increase in any existing deficit
balance in its Adjusted Capital Account at the end of such taxable period). Any such Debt
Obligation Net Losses will be allocated to the General Partner pursuant to Section 6.1(b)(iii).
“Debt Obligation Net Termination Losses” means an amount of Net Termination Losses as
determined for the taxable period that if allocated to any Unitholder would cause such Unitholder
to have a deficit balance in its Capital Account at the end of such taxable period (or an increase
in any existing deficit balance in its Adjusted Capital Account at the end of such taxable period).
Any such Debt Obligation Net Termination Losses will be allocated to the General Partner pursuant
to Section 6.1(c)(ii)(C).
“Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2)
(and excludes the Debt Obligations for which the General Partner bears economic risk of loss under
Treasury Regulation 1.752-2).
“Per Unit Capital Amount” means, as of any date of determination, the Capital Account, stated
on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any
Affiliate of the General Partner who holds Units.
“Quarterly Devils Tower Payments” means amounts paid to the Partnership quarterly pursuant to
Article IV of the 2010 Omnibus Agreement with respect to the amortization of deferred revenue in
accordance with generally accepted accounting principles with respect to the Devils Tower floating
production platform located in Mississippi Canyon Block 773.
“Unit” means a Partnership Security that is designated as a “Unit” and shall include Common
Units, Class B Units, Class C Units and Subordinated Units but shall not include (i) General
Partner Units (or the General Partner Interest represented thereby) or (ii) Incentive Distribution
Rights.
2. Section 1.1 of the Partnership Agreement is hereby further amended to amend and restate the
final sentence to the definition of “Common Unit” as follows:
“The term “Common Unit” does not include a Subordinated Unit, a Class B Unit or a Class C Unit
prior to its conversion into a Common Unit pursuant to the terms hereof.”
3. Section 4.8(c) is hereby amended to add the following sentence to the end of Section
4.8(c):
“The transfer of a Class C Unit that has converted into a Common Unit shall be subject to the
restrictions imposed by Section 6.10.”
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4. Section 5.2 is hereby amended to add a new Section 5.2(e) as follows:
“(e) Each payment by Xxxxxxxx or an Affiliate of Xxxxxxxx in satisfaction of all or any
portion of the Quarterly Devils Tower Payment shall be treated as a Capital Contribution to the
Partnership by the General Partner in the amount of such payment.”
5. Section 5.5(c) is hereby amended to add a new Section 5.5(c)(iii) as follows:
“(iii) Subject to Section 6.10, immediately prior to the transfer of a Class C Unit or of a
Class C Unit that has converted into a Common Unit pursuant to Section 5.12(f) by a holder thereof
(other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph
5.5(c)(iii) apply), the Capital Account maintained for such Person with respect to its Class C
Units or converted Class C Units will (A) first, be allocated to the Class C Units or converted
Class C Units to be transferred in an amount equal to the product of (x) the number of such Class C
Units or converted Class C Units to be transferred and (y) the Per Unit Capital Amount for a Common
Unit, and (B) second, any remaining balance in such Capital Account will be retained by the
transferor, regardless of whether it has retained any Class C Units or converted Class C Units.
Following any such allocation, the transferor’s Capital Account, if any, maintained with respect to
the retained Class C Units or retained converted Class C Units, if any, will have a balance equal
to the amount allocated under clause (B) hereinabove, and the transferee’s Capital Account
established with respect to the transferred Class C Units or converted Class C Units will have a
balance equal to the amount allocated under clause (A) hereinabove.”
6. Article V is hereby amended to add a new Section 5.12 creating a new class of Units as
follows:
“Section 5.12 Establishment of Class C Units.
(a) General. The General Partner hereby designates and creates a class of Units to be
designated as “Class C Units” and consisting of a total of 203,000,000 Class C Units, and fixes the
designations, preferences and relative, participating, optional or other special rights, powers and
duties of holders of the Class C Units as set forth in this Section 5.12.
(b) Rights of Class C Units. During the period commencing upon issuance of the Class C Units
and ending on the Class C Conversion Effective Date:
(i) Allocations. Except as otherwise provided in this Agreement, all items of Partnership
income, gain, loss, deduction and credit shall be allocated to the Class C Units to the same extent
as such items would be so allocated if such Class C Units were Common Units that were then
Outstanding.
(ii) Distributions. Except as otherwise provided in this Agreement, the Class C Units shall
have the right to share in partnership distributions of Available Cash pursuant to Section 6.3 on a
pro rata basis with the Common Units (excluding distributions with respect to (A) the calendar
quarter in which the closing of the contributions contemplated by the 2010 Contribution Agreement
occurs and (B) the calendar quarter prior to the calendar quarter in which the closing of the
contributions contemplated by the 2010 Contribution Agreement occurs), so that the
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amount of any Partnership distribution to each Common Unit will equal the amount of such
distribution to each Class C Unit. The Class C Units shall have the right to share in Partnership
distributions of Available Cash pursuant to Section 6.3 with respect to the calendar quarter in
which the closing of the contributions contemplated by the 2010 Contribution Agreement occurs, so
that the amount of any Partnership distribution to each Class C Unit will equal (A) the amount of
such distribution to each Common Unit multiplied by (B) a fraction, (x) the numerator of which is
the number of days commencing with the first day of the month in which the closing of the
contributions contemplated by the 2010 Contribution Agreement occurs and ending with the last day
of such calendar quarter and (y) the denominator of which is the total number of days in such
calendar quarter.
(c) Voting Rights. Prior to the Class C Conversion Effective Date, the Class C Units shall be
entitled to vote as a single class with the holders of the Common Units on any matters on which
Unitholders are entitled to vote, and shall be entitled to vote as a separate class on any matter
that adversely affects the rights or preferences of the Class C Units in relation to other classes
of Partnership Interests (including as a result of a merger or consolidation) or as required by
law. The approval of a majority of the Class C Units shall be required to approve any matter for
which the holders of the Class C Units are entitled to vote as a separate class. Each Class C Unit
will be entitled to the number of votes equal to the number of Common Units into which a Class C
Unit is convertible at the time of the record date for the vote or written consent on the matter.
(d) Certificates. The Class C Units will be evidenced by certificates in substantially the
form of Exhibit A to Amendment No. 6 to this Agreement and, subject to Section 6.10 and the
satisfaction of any applicable legal and regulatory requirements, may be assigned or transferred in
a manner identical to the assignment and transfer of Common Units. The certificates will initially
include a restrictive legend to the effect that the Class C Units have not been registered under
the Securities Act or any state securities laws.
(e) Registrar and Transfer Agent. The General Partner will act as registrar and transfer
agent of the Class C Units.
(f) Conversion. Each Class C Unit shall automatically convert into one Common Unit (subject
to appropriate adjustment in the event of any split-up, combination or similar event affecting the
Common Units or other Units that occurs prior to the conversion of the Class C Units) effective as
of the first business day following the record date for the distribution with respect to the
calendar quarter in which the closing of the contributions contemplated by the 2010 Contribution
Agreement occurs (the “Class C Conversion Effective Date”) without any further action by the
holders thereof and without the approval of any Partner. The terms of the Class C Units will be
changed, automatically and without further action, on the Class C Conversion Effective Date so that
each Class C Unit is converted into one Common Unit and, immediately thereafter, none of the Class
C Units shall be Outstanding; provided, however, that such converted Class C Units will remain
subject to the provisions of Sections 6.1(d)(xv) and 6.10.
(g) Surrender of Certificates. Subject to the requirements of Section 6.10, on or after the
Class C Conversion Effective Date, each holder of Class C Units shall promptly surrender the
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Class C Unit Certificates therefor, duly endorsed, at the office of the General Partner or of
any transfer agent for the Class C Units. In the case of any such conversion, the Partnership
shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class
C Units one or more Unit Certificates, registered in the name of such holder, for the number of
Common Units to which such holder shall be entitled. Such conversion shall be deemed to have been
made as of the Class C Conversion Effective Date whether or not the Class C Unit certificate has
been surrendered as of such date, and the Person entitled to receive the Common Units issuable upon
such conversion shall be treated for all purposes as the record holder of such Common Units as of
such date.
7. Section 6.1(b)(ii) is hereby amended and restated in its entirety as follows:
“(ii) Second, 100% to the General Partner and the Unitholders, in accordance with
their respective Percentage Interests; provided, that (A) Net Losses shall not be allocated
pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder
to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or
increase any existing deficit balance in its Adjusted Capital Account) and (B) Debt Obligation Net
Losses are not Nonrecourse Deductions attributable to a Nonrecourse Liability and any such Debt
Obligation Net Losses shall be allocated to the General Partner pursuant to Section 6.1(b)(iii);
and”
8. Section 6.1(c)(ii)(B) is hereby amended and restated in its entirety as follows:
“(B) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to
all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the percentage
applicable to subclause (x) of this clause (B), until the Capital Account in respect of each Common
Unit then Outstanding has been reduced to zero; provided, that Debt Obligation Net Termination
Losses are not Nonrecourse Deductions attributable to a Nonrecourse Liability and any such Debt
Obligation Net Termination Losses shall be allocated to the General Partner pursuant to Section
6.1(c)(ii)(C)); and”
9. Section 6.1(d)(xiii) is hereby amended and restated in its entirety as follows:
“(xiii) Certain Allocations to the General Partner. (A) Any deduction or loss
attributable to the Partnership’s obligation to reimburse the General Partner for, or incurred by
the Partnership and constituting, Excess G&A Expenses, which the General Partner has funded or
agreed to fund pursuant to Section 5.2(c) and any deduction or loss attributable to environmental
losses, costs, damages and expenses and repair and compliance costs suffered or incurred by the
Partnership Group, which the General Partner or an Affiliate (other than a Group Member) has
reimbursed or agreed to reimburse and which constitute Environmental Indemnity Obligations, shall
be allocated to the General Partner, and (B) all or any portion of the remaining items of
Partnership deduction or loss for the taxable period, if any, shall be allocated to the General
Partner until the aggregate amount of such items allocated to the General Partner pursuant to this
Section 6.1(d)(xiii)(B) for the current taxable year and all previous taxable years is equal to the
cumulative amount of all Quarterly Devils Tower Payments made to the Partnership.”
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10. Section 6.1(d) is hereby amended to add a new Section 6.1(d)(xv) as follows:
“(xv) Class C Economic Uniformity. With respect to any taxable period in which the Class C
Conversion Effective Date occurs (and, if necessary, any subsequent taxable period), items of
Partnership gross income, gain, deduction or loss for the taxable period shall be allocated 100% to
each Limited Partner with respect to such Limited Partner’s Class C Units that are Outstanding on
the Class C Conversion Effective Date in the proportion that the respective number of Class C Units
held by such Partner bears to the total number of Class C Units then Outstanding, until each such
Partner has been allocated the amount of gross income, gain, deduction or loss with respect to such
Partner’s Class C Units that causes the Capital Account attributable to each Class C Unit, on a per
Unit basis, to equal the Per Unit Capital Amount for a Common Unit on the Class C Conversion
Effective Date. The purpose for this allocation is to establish uniformity between the Capital
Accounts underlying converted Class C Units and the Capital Accounts underlying Common Units
immediately prior to the conversion of Class C Units into Common Units.
11. Section 6.4 is hereby amended to add a new Section 6.4(d) as follows:
“(c) Reduction in Distributions for Quarter of 2010 Contribution Agreement Closing.
(i) Reduction in Distributions to General Partner. Notwithstanding any other provision of
this Agreement, the amount of Available Cash otherwise distributable to the General Partner
pursuant to Section 6.3 with respect to the calendar quarter in which the closing of the
contributions contemplated by the 2010 Contribution Agreement occurs shall be reduced by the amount
equal to (A) the amount that would otherwise have been distributed with respect to the 2010
Contribution General Partner Units for such quarter multiplied by (B) a fraction, (x) the numerator
of which is the number of days commencing with the first day of such quarter and ending on the last
day of the month preceding the month in which the closing of the contributions contemplated by the
2010 Contribution Agreement occurs and (y) the denominator of which is the total number of days in
such calendar quarter. In the event that the closing of the contributions contemplated by the 2010
Contribution Agreement occurs prior to or on the record date for a distribution by the Partnership
of Available Cash pursuant to Section 6.3 with respect to a calendar quarter prior to the calendar
quarter in which the Closing of the contributions contemplated by the 2010 Contribution Agreement
occurs, the 2010 Contribution General Partner Units shall not be taken into account in determining
the Percentage Interest of the General Partner or any Unitholder with respect to such prior
calendar quarter and the 2010 Contribution General Partner Units shall have no right to share in
distributions of Available Cash with respect to such prior calendar quarter.
(ii) Reduction in Distribution to Holders of Incentive Distribution Rights. Notwithstanding
any other provision of this Agreement, the amount of Available Cash otherwise distributable to the
holders of the Incentive Distribution Rights pursuant to Section 6.3 with respect to the calendar
quarter in which the closing of the contributions contemplated by the 2010 Contribution Agreement
occurs shall be reduced by the amount equal to (A) the excess of (x) the amount that would
otherwise have been distributed to the holders of the Incentive Distribution Rights for such
quarter if this Section 6.4(d)(ii) did not exist over (y) the amount that would have been
distributed to the holders of the Incentive Distribution Rights for such
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quarter if the contributions contemplated by the 2010 Contribution Agreement had not been made
and the issuances of Class C Units and General Partner Units contemplated by the 2010 Contribution
Agreement had not occurred, multiplied by (B) a fraction, (x) the numerator of which is the number
of days commencing with the first day of such quarter and ending on the last day of the month
preceding the month in which the closing of the contributions contemplated by the 2010 Contribution
Agreement occurs and (y) the denominator of which is the total number of days in such calendar
quarter.”
12. Article VI is hereby amended to add a new Section 6.10 as follows:
“Section 6.10 Special Provisions Relating to the Holders of Class C Units. A Unitholder
holding a Class C Unit that has converted into a Common Unit pursuant to Section 5.12 shall not be
issued a Unit Certificate pursuant to Sections 4.1 or 5.12(g), and shall not be permitted to
transfer such Common Units until such time as the General Partner determines, based on advice of
counsel, that the converted Class C Unit should have, as a substantive matter, like intrinsic
economic and federal income tax characteristics of an Initial Common Unit. In connection with the
condition imposed by this Section 6.10, the General Partner shall take whatever steps are required
to provide economic uniformity to the converted Class C Units in preparation for a transfer of such
Common Units, including the application of Sections 5.5(c)(iii) and 6.1(d)(xv); provided, however,
that no such steps may be taken that would have a material adverse effect on the Unitholders
holding Common Units represented by Unit Certificates.”
13. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.
14. This Amendment shall be governed by, and interpreted in accordance with, the laws of the
State of Delaware, all rights and remedies being governed by such laws without regard to principles
of conflicts of laws.
15. Each provision of this Amendment shall be considered severable and if for any reason any
provision or provisions herein are determined to be invalid, unenforceable or illegal under any
existing or future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those provisions of this Amendment that are valid, enforceable and legal.
* * * * *
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
| GENERAL PARTNER: Xxxxxxxx Partners GP LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
Signature Page to Amendment No. 6 to
Amended and Restated Agreement of Limited Partnership
of Xxxxxxxx Partners L.P
Amended and Restated Agreement of Limited Partnership
of Xxxxxxxx Partners L.P
EXHIBIT A
FORM OF CLASS C UNIT CERTIFICATE
Certificate Evidencing Class C Units
Representing Limited Partner Interests in
Xxxxxxxx Partners L.P.
Representing Limited Partner Interests in
Xxxxxxxx Partners L.P.
| No. | Class C Units |
In accordance with Section 5.12(d) of the Amended and Restated Agreement of Limited
Partnership of Xxxxxxxx Partners L.P., as amended, supplemented or restated from time to time (the
“Partnership Agreement”), Xxxxxxxx Partners L.P., a Delaware limited partnership (the
“Partnership”), hereby certifies that (the “Holder”) is the registered owner of
Class C Units representing limited partner interests in the Partnership
(the “Class C Units”) transferable on the books of the Partnership, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and
limitations of the Class C Units are set forth in, and this Certificate and the Class C Units
represented hereby are issued and shall in all respects be subject to the terms and provisions of,
the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be
furnished without charge on delivery of written request to the Partnership at, the principal office
of the Partnership located at One Xxxxxxxx Center, Attn: Xxxxx Xxxxxxxxxx, Xxxxx, Xxxxxxxx
00000-0000. Capitalized terms used herein but not defined shall have the meanings given them in
the Partnership Agreement.
THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF XXXXXXXX PARTNERS L.P. THAT THIS
SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD
(A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF
XXXXXXXX PARTNERS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE XXXXXXXX PARTNERS
L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY
FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). XXXXXXXX PARTNERS
GP LLC, THE GENERAL PARTNER OF XXXXXXXX PARTNERS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE
TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY
TO AVOID A SIGNIFICANT RISK OF XXXXXXXX PARTNERS L.P. BECOMING TAXABLE AS A CORPORATION OR
OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET
FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED
INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR
ADMITTED TO TRADING.
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The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and
agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have
executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right,
power and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv)
made the waivers and given the consents and approvals contained in the Partnership Agreement.
| Xxxxxxxx Partners L.P. |
||||
| By: | Xxxxxxxx Partners GP LLC, | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Reverse of Certificate]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as follows according to applicable laws or regulations:
TEN COM -
|
as tenants in common | UNIF GIFT/TRANSFERS MIN ACT | ||
TEN ENT -
|
as tenants by the entireties | Custodian | ||
| (Cust) (Minor) | ||||
JT TEN -
|
as joint tenants with right of survivorship and not as tenants in common | under Uniform Gifts/Transfers to CD Minors Act (State) | ||
| Additional abbreviations, though not in the above list, may also be used. | ||||
ASSIGNMENT OF CLASS C UNITS
in
XXXXXXXX PARTNERS L.P.
in
XXXXXXXX PARTNERS L.P.
FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto
(Please print or typewrite name
and address of assignee)
|
(Please insert Social Security or other identifying number of assignee) |
Class C Units representing limited partner interests evidenced by this Certificate,
subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
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as its attorney-in-fact with full power of substitution to transfer the same on the
books of Xxxxxxxx Partners L.P.
Date:
|
NOTE: | The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. | ||||
No transfer of the Class C Units evidenced hereby will be registered on the books of the
Partnership, unless the Certificate evidencing the Class C Units to be transferred is surrendered
for registration or transfer.
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