Dated: 18 January 2016
Exhibit 3.2
Dated: 18 January 2016
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0000000 Alberta ULC |
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Brookfield Private Equity Group Holdings L.P. |
In respect of
Brookfield Business Partners L.P.
THIS LIMITED PARTNERSHIP AGREEMENT of Brookfield Business Partners L.P. (PARTNERSHIP) dated 18 January 2016 is made
BETWEEN:
(1) 1922859 Alberta ULC, a company incorporated under the laws of Alberta, having its registered office at 0000 Xxxxxx Xxxxxx Place E., 000- 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X00 0X0 (General Partner); and
(2) Brookfield Private Equity Group Holdings L.P., a partnership formed under the laws of Manitoba having its registered office at x/x Xxxxxx, XxxXxxxx & Xxxxxxxxxxx LLP, 30th Floor, 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0 (Initial Limited Partner).
NOW THEREFORE the General Partner and the Initial Limited Partner (collectively, Partners) hereby agree as follows:
1. FORMATION
The Partnership is formed pursuant to the Xxxxxxx Xxxxxxx Xxxxxxxxxxx Xxx 0000, the Bermuda Partnership Xxx 0000, and the Xxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxx 0000 (Acts).
2. CERTIFICATE OF PARTICULARS OF A LIMITED PARTNERSHIP: CERTIFICATE OF PARTICULARS OF AN EXEMPTED PARTNERSHIP.
The General Partner shall file a Certificate of Particulars of a Limited Partnership and a Certificate of Particulars of an Exempted Partnership and the Partners shall take such further action as shall be appropriate to comply with all requirement of the formation and operation of a limited partnership in Bermuda, and all other jurisdictions where the Partnership may elect to do business.
3. NAME
The name of the Partnership is “Brookfield Business Partners L.P.”. The General Partner shall have the power to change the name of the Partnership and shall give prompt notice of any such change to each Partner.
4. CHARACTER OF BUSINESS
The primary purpose of this Partnership is to purchase, hold dispose of or otherwise deal with investments for its own account and to engage in or participate in any other lawful activities which exempted, limited partnerships formed in Bermuda may engage in and to engage in any other business or activity that now or hereafter may be necessary, incidental, proper, advisable or convenient to accomplish the foregoing purpose and that is not forbidden by the law of the jurisdiction in which the Partnership engages in that business. The Partnership may also engage in or participate in any other lawful activities which exempted limited partnerships
formed in Bermuda may engage or participate.
5. REGISTERED OFFICE
The registered office and principal place of business of the Partnership is 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx XX00, Xxxxxxx, or at such place as may be designated by the General Partner.
6. RESIDENT REPRESENTATIVE
The resident representative of the Partnership shall be Xxxx Xxxxxx of 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx XX00, Xxxxxxx, or such other person as may be appointed by the General Partner.
7. CAPITAL
All interests in the Partnership shall be expressed in units of participation or fractions thereof (Units). The General Partner shall contribute US$100.00 to the capital of the Partnership in exchange for 4 general partnership Units and the Initial Limited Partner shall contribute US$900.00 to the capital of the Partnership in exchange for 36 limited partnership Units. No additional capital contributions by the Partners are required, or without the consent of the General Partner, permitted.
8. WITHDRAWALS: RETURN OF CAPITAL
The Initial Limited Partner may withdraw from the Partnership upon the admission of the additional limited partners to the Partnership, and upon such withdrawal, its capital contribution shall be returned. The General Partner shall have no right to withdraw from the Partnership.
9. ADMISSION OF ADDITIONAL LIMITED PARTNERS
Additional limited partners (Additional Limited Partners) may be admitted to the Partnership by the General Partner, in its sole discretion. The prior consent of existing Limited Partners shall not be required to admit Additional Limited Partners and the admission of Additional Limited Partners shall not dissolve the Partnership.
10. NO ASSIGNMENT
No Partner may pledge, sell, assign or otherwise transfer its interest in the Partnership without the consent of the General Partner.
11. TERM: DISSOLUTION: CONTINUATION OF PARTNERSHIP
The term of the Partnership shall commence on the date of registration of the Certificates, and shall continue until terminated by the first to occur of:
11.1 an election to terminate the Partnership by the General Partner;
11.2 the mutual agreement of the Partners; or
11.3 the bankruptcy, or dissolution of the General Partner.
12. MANAGEMENT
12.1 The General Partner may act for the Partnership in all matters.
12.2 The General Partner shall have full and complete charge of the management and control of the Partnership’s business and its assets, subject to the terms and conditions of this Agreement.
13. AMENDMENTS
The General Partner may make any amendment, supplement, discharge, alteration or modification (Alteration) of or to this Agreement to reflect transfers of interests by Partners or Additional Limited Partners, the admission of substitute or new Additional Limited Partners, the substitution or addition of a General Partner, or the modification of the interests of the Partners or Additional Limited Partners. Any other provision of this Agreement may be amended, supplemented, altered, or discharged, and any provision hereof modified or waived, only by an instrument in writing signed by the General Partner; provided, however that if such Alteration has a material adverse effect on the rights or interests of any Partner or Additional Limited Partner, such Alteration shall be made only with the written consent of such Partner or Additional Limited Partner. No waiver of any provision hereof by any party hereto shall be deemed a waiver by any other party nor shall any such waiver by any party be deemed a continuing waiver of any matter by such party.
14. POWER OF ATTORNEY
The Initial Limited Partner hereby irrevocably constitutes and appoints the General Partner or its designees its true and lawful attorney, in its name, place and stead to make, execute, acknowledge and file with the appropriate authority:
14.1 any certificates and other instruments which may be required from time to time to be filed by the Partnership under the laws of Bermuda or any other governmental authority having jurisdiction or which the General Partner shall deem advisable, in its sole discretion, to file;
14.2 any certificates or other instruments amending or modifying certificates or instruments of the Partnership to evidence any changes therein provided for herein;
14.3 any certificates or other instruments which may be required to effectuate the dissolution and termination of the Partnership; and
14.4 any amendments to this Limited Partnership Agreement which the General Partner is authorised to make in accordance with the provisions of this Limited Partnership Agreement.
It being expressly understood and intended by such Limited Partner that such power of attorney is coupled with an interest. The foregoing power of attorney shall be irrevocable.
15. COUNTERPARTS
This Agreement may be executed in counterparts and it shall not be necessary that each counterpart be signed by each party hereto so long as each party shall have executed and delivered a counterpart.
16. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in accordance with the laws in Bermuda.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the date first above written.
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SIGNED by X.X. Xxxxxx |
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for and on behalf of the General |
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/s/: X.X. Xxxxxx |
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Partner |
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GENERAL PARTNER |
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1922859 Alberta ULC |
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SIGNED by Xxxxx Xxxxx |
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for and on behalf of Brookfield |
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Private Equity Inc., as the general |
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partner of the Initial Limited Partner |
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/s/: Xxxxx Xxxxx |
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INITIAL LIMITED PARTNER |
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Brookfield Private Equity Group Holdings L.P., |
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acting by its general partner Brookfield Private Equity Inc. |
