AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE CAPITAL MANAGEMENT L.P.
EXHIBIT 3.2
AMENDMENT
NO. 1
TO
AMENDED
AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP
OF
ALLIANCE
CAPITAL MANAGEMENT L.P.
THIS
AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Agreement of
Limited Partnership of Alliance Capital Management L.P. (the “Partnership”)
dated as of October 29, 1999 (the “Partnership Agreement”), is made and entered
into as of February 24, 2006. Capitalized terms used in this Amendment that
are
not otherwise herein defined are used as defined in the Partnership
Agreement.
WHEREAS,
Section 17.01(a) of the Partnership Agreement provides that the General Partner
may, without the approval of any Partner or other Person, amend any provision
of
the Partnership Agreement to reflect a change in the name of the
Partnership;
WHEREAS,
Section 17.01(d) of the Partnership Agreement provides that the General Partner
may, without the approval of any Partner or other Person, amend any provision
of
the Partnership Agreement to reflect a change that the General Partner in
its
sole discretion determines does not adversely affect the Limited Partners
in any
material respect; and
WHEREAS,
Section 17.01(g) of the Partnership Agreement provides that the General Partner
may, without the approval of any Partner or other Person, amend any provision
of
the Partnership Agreement to reflect an amendment that the General Partner
in
its sole discretion determines is necessary or desirable to conform the
provisions of the Partnership Agreement to the provisions of the Alliance
Holding Partnership Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the
parties herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Amendments.
(a)
Section 2.01(b) of the Partnership Agreement is hereby amended and restated
in
its entirety to read as follows:
“(b)
“AllianceBernstein
L.P.”
shall
be the name of the Partnership. The business of the Partnership shall be
conducted under such name or such other name as the General Partner may from
time to time in its sole discretion determine. “Limited
Partnership”
or
“Ltd.”
or
“L.P.”
(or
similar words or letters) shall be included in the Partnership’s name where
necessary or appropriate to maintain the limited liability of the Limited
Partners or otherwise for the purpose of complying with the laws of any
jurisdiction that so requires or as the General Partner may deem
appropriate.”
(b)
Section 2.02 of the Partnership Agreement is hereby amended and restated
in its
entirety to read as follows:
Section
2.02 Names
and Addresses of Partners.
The
General Partner of the Partnership is AllianceBernstein Corporation. The
business address of the General Partner is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The General Partner may change its address at any time
and
from time to time. The names and business, residence or mailing addresses
of the
Limited Partners and the date upon which each such Person became a Limited
Partner are as set forth from time to time in the records of the Partnership.
(c)
The
definition of “Alliance Holding” in Article 1 of the Partnership Agreement is
hereby amended and restated in its entirety to read as follows:
“AllianceBernstein
Holding” shall mean AllianceBernstein Holding L.P., a publicly-traded Delaware
limited partnership whose name was Alliance Capital Management Holding L.P.,
following a prior change from Alliance Capital Management L.P., in connection
with the Reorganization.
2. Application
of Amendments.
All
references in the Partnership Agreement to (a) “Alliance Capital Management
Holding L.P.” shall be deemed references to “AllianceBernstein Holding L.P.”,
(b) “Alliance Capital Management Corporation” or “ACMC” shall be deemed
references to “AllianceBernstein Corporation”, and (c) “Alliance Capital
Management L.P.” shall be deemed references to “AllianceBernstein
L.P.”
3. Agreement.
Except
as amended pursuant to this Amendment, the Partnership Agreement is ratified,
adopted, approved and confirmed in all respects and remains in full force
and
effect.
4. Governing
Law.
Notwithstanding the place where this Amendment may be executed, all of the
terms
and provisions hereof shall be construed under and governed by the substantive
laws of the State of Delaware, without regard to the principles of conflict
of
laws.
IN
WITNESS WHEREOF, the General Partner has executed this Amendment as of the
date
first above written.
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GENERAL
PARTNER:
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AllianceBernstein
Corporation
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Senior
Vice President,
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Counsel
and Secretary
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