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EXHIBIT 3.1.5
AMENDMENT TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
XXXXXXXXXXX CAPITAL, L.P.
This Amendment to Amended and Restated Limited Partnership Agreement of
Xxxxxxxxxxx Capital, L.P., dated as of December 1, 1997 (this "Amendment"), is
entered into by and among PIMCO Partners, G.P., a California general
partnership, and the general partner (the "General Partner"), and all other
persons or entities who are or shall in the future become, limited partners.
W I T N E S S E T H :
WHEREAS, Xxxxxxxxxxx Capital, L.P. (the "Partnership") has been formed
as a limited partnership under the Delaware Revised Uniform Limited Partnership
Act (6 Del.C. ss.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 on May 15, 1987, and an Agreement of
Limited Partnership of the Partnership, dated as of May 15, 1987 (as amended and
restated, and subsequently amended, the "Partnership Agreement");
WHEREAS, the General Partner is the sole general partner of the
Partnership;
WHEREAS, the General Partner desires to amend the Partnership Agreement
in accordance with Section 16.01 of the Partnership Agreement; and
WHEREAS, the General Partner has determined that this Amendment does
not adversely affect the Limited Partners (as defined in the Partnership
Agreement) in any material respect;
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, do hereby agree as follows:
1. Amendment to Section 6.01 of the Partnership Agreement. Section 6.01
of the Partnership Agreement is hereby amended by deleting the date "April 30"
in the first
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sentence of Section 6.01 of the Partnership Agreement, and inserting in lieu
thereof, the date "December 31".
2. Future Cooperation. Each party 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 documents as may be reasonably
requested for the purpose of giving effect to, or evidencing the transactions
contemplated by, this Amendment.
3. Binding Effect. This Amendment shall be binding upon, and shall
enure to the benefit of, the Partners (as defined in the Partnership Agreement)
and their respective successors and assigns.
4. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
5. Agreement in Effect. Except as hereby amended, the Partnership
Agreement shall remain in full force and effect.
6. Governing Law. 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 conflict of laws
rules.
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IN WITNESS WHEREOF, the Partners have caused this Amendment to be duly
executed as of the day and year first above written.
GENERAL PARTNER:
PIMCO PARTNERS, G.P.
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Senior Vice President
Pursuant to authorization
granted to the Management Board
pursuant to that certain Written
Action dated November 4, 1997
LIMITED PARTNERS
All Limited Partners that have been,
or are hereafter admitted as limited
partners of the Partnership, pursuant
to powers of attorney or other
authorizations recited in favor of or
granted to the General Partner.
By: PIMCO PARTNERS, G.P.,
its General Partner
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Senior Vice President
Pursuant to authorization
granted to the Management Board
pursuant to that certain Written
Action dated November 4, 1997
