1
EXHIBIT 10.19
ASSIGNMENT OF GENERAL PARTNER INTEREST
AND AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
PIMCO ADVISORS L.P.
This Assignment of General Partner Interest and Amendment to Amended
and Restated Agreement of Limited Partnership of PIMCO Advisors L.P., dated as
of November 30, 1997 (this "Assignment and Amendment Agreement"), is entered
into by and between PIMCO Partners, G.P., a California general partnership
("PGP"), and Xxxxxxxxxxx Capital L.P., a Delaware limited partnership ("Opcap
LP").
WITNESSETH:
WHEREAS, PIMCO Advisors L.P. (the "Partnership") has been formed as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act
(6 Del. C. sec. 17-101, et seq.) (the "Act") pursuant to a Certificate of
Limited Partnership of the Partnership, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
September 3, 1987 (as amended and restated, the "Certificate"), and an Agreement
of Limited Partnership of the Partnership (as amended and restated on October
31, 1997, the "Agreement");
WHEREAS, PGP is the sole general partner of the Partnership;
WHEREAS, Opcap LP is an "Affiliate" of PGP, as defined in the
Agreement;
WHEREAS, in contemplation of the merger contemplated by that certain
Agreement and Plan of Merger, dated November 4, 1997, as amended, PGP desires to
transfer one unit of general partner interest in the Partnership to Opcap LP
(the "General Partner Interest") and admit Opcap LP as an additional general
partner of the Partnership;
2
WHEREAS, Opcap LP desires to be admitted to the Partnership as an
additional general partner of the Partnership; and
WHEREAS, PGP and Opcap LP desire to accomplish the foregoing in
accordance with the Agreement which Sections 6.2 and 12.1(a) and (c) therein
expressly permit the consummation of the foregoing without any further act, vote
or approval of any limited partner of the Partnership.
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, do hereby agree as follows:
1. Assignment. Notwithstanding any provision in the Agreement to the
contrary, for $31.56 received, the receipt and sufficiency of which are hereby
acknowledged, upon the execution and delivery of this Assignment and Amendment
Agreement by the parties hereto as of the date hereof, PGP does hereby assign,
transfer and convey the General Partner Interest to Opcap LP. PGP has obtained a
Limited Liability Opinion, a Tax Opinion and an Assignment Opinion prior to the
assignment and transfer described in this Section 1.
2. Admission. Notwithstanding any provision in the Agreement to the
contrary, Opcap LP is hereby admitted to the Partnership as a general partner of
the Partnership. The admission shall be effective at the time provided in the
Amended and Restated Certificate of Limited Partnership of the Partnership filed
in the office of the Secretary of State which reflects the fact that Opcap LP is
a general partner of the Partnership, and shall occur, and for all purposes
shall be deemed to have occurred, simultaneously with the assignment of the
General Partner Interest to Opcap LP.
2
3
3. Continuation. Opcap LP, together with PGP, does hereby agree to
carry on the business of the Partnership without dissolution and to be bound by
the Agreement.
4. Books and Records. PGP and Opcap LP shall take all actions necessary
under the Act and the Agreement, to evidence the transfer of the General Partner
Interest and the admission of Opcap LP to the Partnership as a general partner
of the Partnership.
5. Future Cooperation. Each of the parties hereto agrees to cooperate
at all times from and after the date hereof with respect to all of the matters
described herein, and to execute such further assignments, releases,
assumptions, amendments of the Agreement, notifications and other documents as
may be reasonably requested for the purpose of giving effect to, or evidencing
or giving notice of, the transaction contemplated by this Assignment and
Amendment.
6. Binding Effect. This Assignment and Amendment Agreement shall be
binding upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.
7. Execution in Counterparts. This Assignment and Amendment Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
8. Agreement in Effect. Except as hereby amended, the Agreement shall
remain in full force and effect.
9. Governing Law. This Assignment and Amendment Agreement 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
its conflict of laws rules.
3
4
IN WITNESS WHEREOF, the undersigned has caused this Assignment and
Amendment Agreement to be duly executed as of the day and year first above
written.
PIMCO PARTNERS, G.P.
By: Pacific Investment Management
Company, a General Partner
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------
Title: Vice President
-------------------------
By: PIMCO PARTNERS LLC,
a General Partner
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
-------------------------
Title: Secretary
-------------------------
XXXXXXXXXXX CAPITAL, L.P.
By: PIMCO PARTNERS, G.P.,
General Partner
By: Pacific Investment Management
Company, a General Partner
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------
Title: Vice President
-------------------------
By: PIMCO PARTNERS LLC,
a General Partner
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
-------------------------
Title: Secretary
-------------------------
4
