AGREEMENT OF LIMITED PARTNERSHIP OF LUZ SOLAR PARTNERS LTD., IV A CALIFORNIA LIMITED PARTNERSHIP
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AGREEMENT OF LIMITED PARTNERSHIP OF XXX SOLAR PARTNERS LTD., IV A CALIFORNIA LIMITED PARTNERSHIP |
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THIRD AMENDED AND RESTATED |
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PARTIES: |
XXX Partnership management, Inc., a California corporation, as the Corporate General Partner, Xxxxxxx Xxxxxxxx, an individual, as an Individual General Partner, Xxxxxx Xxxxxxx, an individual, as an Individual General Partner, LPM IV, INC., a California corporation ("LPM IV") and Xxx Engineering Corporation, a California corporation ("LEC") as the Withdrawing General Partners, the Class A Limited Partners listed on Exhibit A, the Class B Partners listed on Exhibit A and all other persons and entities who hereafter may be admitted to the Partnership as general or limited partners. |
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AGREEMENT: ARTICLE I. 1.0 For all purposes of this Agreement, unless the context otherwise requires or the term is otherwise defined herein, capitalized terms are used herein with the meanings given in Schedule X to the Project. Participation Agreement. 1.1 "Act" means the California Revised Limited Partnership Act, California Corporations Code, Chapter 3. 1.2 "Agreement" means this Agreement of Limited Partnership, as amended from time to time. 1.3 "Capital Accounts" shall have the meaning set forth in Paragraph 12.4 hereof. 1.4 "Capital Contribution" means, with respect to any Partner, a contribution by such Partner to the capital of the Partnership. 1.5 "Class A Unit" means a Unit entitling the owner thereof to a 0.0015% share (computed as set forth in Paragraph 1.16) (0.99% for all Class A Units) of all income, gain, profits, deductions, losses and distributions and of any United States federal tax credits to which the Partnership may be entitled under the Code, as amended from time to time as well as a .15% share (99% for all Class A Units) of any solar energy tax credit that the Partnership may be entitled to pursuant to the laws of the State of California, and obligates the owner thereof to make a capital contribution of $25,000. 1.6 "Class B Unit" means a Unit entitling the owner thereof to a 0.0400367647% share (computed as set forth in Paragraph 1.16) (98.01% for all Class B Units) of all income, gain, profits, deductions, losses and distributions and of any United States federal tax credits to which the Partnership may be entitled under the Code, as amended from time to time. Class B Units are not entitled to any share of any solar energy tax credit to which the Partnership may be entitled under the laws of California. Each Class B Unit obligates the owner thereof to make a Capital Contribution of $25,000. 1.7 "Closing Date" means the date on which each Limited Partner (other than the Original Limited Partner) delivered their Initial Capital Contribution. 1.8 "Code" means the United States Internal Revenue Code of 1954, as amended, or the Internal Revenue Code of 1986, as amended from time to time, as the context requires. 1.9 "Corporate General Partner" means Xxx Partnership Management, Inc. ("LPM") and any other corporation admitted as a general partner of the Partnership in place of or in addition to such corporation. 1.10 "General Partners" means LPM, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, and all successors or additional general partners of the Partnership approved pursuant to this Agreement. A "General Partner" shall mean any of the General Partners. 1.11 "Holders of Interests" means those persons or entities which from time to time are shown on the books and records of the Partnership as being owners of Interests, or a fraction thereof, whether or not such persons or entities have been admitted to the Partnership as Limited Partners. 1.12 "Indenture" means that certain Indenture dated as of may 27, 1988 between the Partnership and manufacturers Hanover Trust Company of California, as Indenture Trustee, and its successors and assigns. 1.13 "Individual General Partners" means Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx and any other individual admitted as a general partner of the Partnership in place of or in addition to Xxxxxxx Xxxxxxxx or Xxxxxx Xxxxxxx. 1.14 "Initial Capital Contribution" means with respect to each Partner the original amount of cash contributed to the capital of the Partnership which amount shall be no less than $25,000 per Unit. 1.15 "Institutional Lender" means collectively CIGNA Property and Casualty Insurance Company and Connecticut General Life Insurance Company and their respective successors and assigns. 1.16 "Interest" or "Partnership Interest" means a percentage interest in the profits and losses of the Partnership. The percentage interest attributable to each Class A Unit is 0.0015% representing in the aggregate a 0.99% Interest. The percentage interest attributable to each Class B Unit is 0.0400367647% representing in the aggregate a 98.01% Interest. The aggregate Interest of the General Partners is one percent. The aggregate Interest of the General Partners shall be allocated among the General Partners on the basis of the percentage obtained by dividing the capital contributed by each General Partner by the capital contributed by all General Partners, except that in all events the Individual General Partners shall have a Partnership Interest of one-half of one percent (divided equally between them). The Interest of a Limited Partner stated as a percentage of all Interests held by Limited Partners is the percentage obtained by adding the percentage interest in profits attributable to each Unit owned by such Partner (Class A Units and/or Class B Units) and dividing said number by 99. The Interest of a Limited Partner stated as a percentage of all Interests held by Partners shall be the percentage obtained by adding the percentage interest attributable to each Unit owned by such Limited Partner (both Class A Units and Class B Units) together. 1.17 "Limited Partners" means the persons or entities admitted to the Partnership at any time and from time to time as Limited Partners. A General Partner may also be admitted as a Limited Partner. 1.18 "Majority of the Limited Partners" means, at the time of any vote by the Limited Partners under the terms of this Agreement, any number of Limited Partners who own in the aggregate Units having more than a fifty percent (50%) interest in the profits of the Partnership held by all the Limited Partners. 1.19 "Managing General Partner" means the General Partner so designated pursuant to Section 6.2 or any successor selected pursuant to Paragraph 10.10. 1.20 "Net Profits" and "Net Loss" means the Partnership's taxable income or loss for a taxable year, determined in accordance with section 703(a) of the Code, as amended from time to time (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: |
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(i) Any income of the Partnership which is exempt from federal income tax shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in section 705(a)(2)(B) of the Code, as amended from time to time, or treated as section 705(a)(2)(B) expenditures, pursuant to section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, sha.11 be subtracted from such taxable income or loss; (iii) Notwithstanding any other provision of this section 1.20, any items which are specially allocated pursuant to section 7.2 shall not be taken into account in computing Net Profits or Net Loss. |
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1.21 "Nonrecourse Notes" means those certain nonrecourse notes in the aggregate original principal amount of $38,000,000 secured by the Plant and certain of the Partnership's other assets, to be executed by the Partnership in favor of the Institutional Lender or any note(s) which be issued in replacement thereof, which notes shall be secured by the Security Documents. 1.22 "Note Purchase Agreement" means that certain Note Purchase Agreement dated as of May 16, 1988 among the Partnership, the Institutional Lender, LPM and LIL pursuant to which the Partnership will issue the Nonrecourse Notes. 1.23 "Operative Documents" shall be defined as defined in Schedule X to the Project Participation Agreement. 1.24 "Offering" means the sale of Units in the Partnership at the Closing Date. 1.25 "Original Limited Partner" means Xxxx Xxxxxxxx, an individual. 1.26 "Partners" means collectively the General Partners and all Limited Partners, and reference to a Partner shall be to any one of the Partners. 1.27 "Partnership" means the limited partnership created pursuant to this Agreement and the Act. 1.28 "Partnership Notes" means those certain nonrecourse notes, secured by a portion of the Plant, executed by the Partnership in favor of Xxx Israel and delivered to Xxxxxx and any notes wh1c:h may be issued in replacement thereof as well as the nonrecourse note issued in connection with the acquisition of the Plus System, all of which notes are to be prepaid with a portion of the proceeds from the issuance of the Nonrecourse Notes. 1.29 "Plant" or "Project" or "Facility" means the solar thermal electrical generating system which initially consisted of a 203,000 square meter solar collector field and a related 30 megawatt net capacity steam turbine generator located near Xxxxxx Junction, California, built for the Partnership by Xxxxxx pursuant to the EPC Agreement, to generate electricity and to qualify as a qualified small power production facility under the Public Utility Regulatory Policies Act of 1978 and the regulations promulgated by the Federal Energy Regulatory commission. From and after December 10, 1987, the Plant also includes the Plus System. 1.30 "Plus System" means the 26,230 square meter solar collector field added to the Plant in December 1987 which expanded the total size of the Plant's solar collector field to approximately 229,000 square meters. 1.31 "Project Documents" shall be defined as defined in Schedule Y to the Note Purchase Agreement. 1.32 "Project Participation Agreement" means that certain Project Participation Agreement dated as of December 19, 1986 by and among the Partnership, LEC, LPM IV, and the initial Class B Partners relative to the purchase by such Class B Partners of their interest in the Partnership. 1.33 "Security Documents" means the Deed of Trust and the Disbursement Agreement as defined in the Note Purchase Agreement. 1.34 "Two-Thirds of the Limited Partners" means, at the time of any vote by the Partners under the terms of this Agreement, any number of Limited Partners who own in the aggregate a number of Units entitled to sixty-six and two thirds percent (66-2/3%) of the profits of the Partnership held by all of the Limited Partners. 1.35 "Unit" means an ownership interest in the Partnership, which is owned by a Limited Partner. Each Unit represents a commitment to make a Capital Contribution of $25,000. There are two kinds of Units, namely Class A Units, and Class B Units. There are 660 Class A Units, and 2448 Class B Units. 1.36 "Withdrawing General Partners" means LEC and LPM IV. 1.37 "Disbursement Agreement" shall be defined as defined in the Note Purchase Agreement. 1.38 "Xxx Israel Performance Warranty" shall be defined as defined in the Note Purchase Agreement. 1.39 "Operating Agreement" shall be defined as defined in the Note Purchase Agreement. 1.40 "Project Management Agreement" shall be defined as defined in the Note Purchase Agreement. 1.41 "Refinancing Agreement" shall mean that certain Refinancing Agreement among the Partnership, LIL, LEC and LPM. 1.42 "Warranty Certificate" shall be defined as defined in the Note Purchase Agreement. 1.43 "Warranty Letter of Credit" shall be defined as defined in the Note Purchase Agreement. 1.44 "Warranty Letter of Credit Bank" shall be defined as defined in the Note Purchase Agreement. ARTICLE II. 2.1 Formation The parties by the execution of this Agreement and the filing of the Certificate of Limited Partnership as provided in Paragraph 2.2 do hereby form a limited partnership under and pursuant to the Act. 2.2 Certificate of Limited Partnership The General Partners shall execute, acknowledge and file with the California Secretary of State the Certificate of Limited Partnership as required by the Act. An amendment to the Certificate of Limited Partnership may be signed, personally or by an attorney-in-fact, by: (a) Any General Partner and the new General Partner if the amendment is caused by the admission of a new General Partner; (b) Any General Partner if a General withdraws or ceases to be a General Partner and the Partnership's business is continued; or (c) Any General Partner under any other circumstances unless otherwise provided by the Act. 2.3 Name The name of the Partnership shall be Xxx Solar Partners, Ltd. IV, a California limited partnership, and the business of the Partnership shall be conducted under that name. 2.4 Use of Name of Limited Partners The General Partners shall not make use of the name of any Limited Partner who is not also a general partner in the conduct of the business of the Partnership. The General Partners shall not, except as may be required by law, disclose the name of any Limited Partner without the previous written consent of such Limited Partner, which consent may be withheld in its discretion. 2.5 Term The Partnership will continue until December 31, 2030, unless sooner terminated as provided herein. ARTICLE III. 3.1 The principal executive office of the Partnership shall be located at 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at any other place within the State of California which the General Partners may designate at any time and from time to time after first giving at least 30 days prior notice to all Limited Partners. The General Partners may establish the principal place or other places of business of the Partnership within the state of California, when the General Partners deem it advantageous to the Partnership, without liability to any Partner. 3.2 The Agent for Service of Process on the Partnership is Xxxx Xxxxxxx, whose address is 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. The General Partners shall cause to be filed an amendment to the Certificate of Limited Partnership reflecting any change of address of or replacement of the Agent for Service of Process within 30 days after its occurrence. ARTICLE IV. 4.1 Purpose of Partnership The Partnership has been formed under the laws of the State of California for the purpose of entering into a contract for the construction of the Plant, leasing real and personal property in connection therewith, owning, financing and arranging for the operation and maintenance of the Plant, which will generate electricity for sale to public utility users in accordance with the Public Utility Regulatory Policies Act of 1978 ("PURPA"), as a "qualifying small power production facility" eligible for exemption from regulations under certain federal and state laws, and leasing an interest in the Plant pursuant to the Equipment Lease as defined in Section 8.1(c) (which Equipment Lease shall be terminated on or before the issuance of the Nonrecourse Notes). 4.2 Activities The Partnership's activities shall be limited to those in furtherance of the purposes specified in paragraph 4.1, including: (a) Entering into the agreements and transactions set forth in Section 8.1 and similar agreements and transactions in substitution or replacement thereof; and (b) Performing all acts necessary to accomplish such purposes. ARTICLE V. 5.1 Capital Contribution of Original Limited Partner The Original Limited Partner has made a contribution of one Hundred Dollars ($100) in cash to the capital of the Partnership. Such capital contribution was returned to the Original Limited Partner following the admission to the Partnership of additional Partners pursuant to paragraph 5.3, at which time all Partners consented to the Original Limited Partner's 4ithdrawal of her capital contribution and thereby waived and released the Original Limited Partner from any liability and from any right, claim or action that they may have had against said Limited Partner for such withdrawal. 5.2 Capital Contribution of General Partners The General Partners have no fixed obligation to make capital contributions to the Partnership, but collectively own a one percent Interest and are entitled to one percent of each item of income, gain, deduction, loss, distribution or credit (including any United States tax credit and the California solar energy credit). The Corporate General Partners were initially credited with Capital Contributions of $281,000, which Capital Contributions shall be allocated to LPM. In addition, LPM has agreed to make a Capital Contribution of any amounts required to be contributed under Section 6.7 of the Note Purchase Agreement. LPM further agrees that, it will restore to the Partnership any negative balance in the collective Capital Accounts of LPM and the Withdrawing General Partners upon the earlier of: (i) its withdrawal as a General Partner, or (ii) the liquidation of the Partnership. 5.3 Admission and Capital Contribution of Limited Partners The General Partners may accept subscriptions, pursuant to the terms of the offering, for up to 660 Class A units, and up to 2448 Class B Units. Capital Contributions shall be made as specified in paragraphs 1.5, and 1.6 as adjusted by reason of paragraph 5.7. The Capital Contribution of each Limited Partner shall be set forth in Exhibit A to this Agreement. The Interest of a Limited Partner in the Partnership shall be the percentage determined in accordance with paragraph 1.16 of this Agreement. 5.4 Interest Capital Contributions to the Partnership do not accrue interest. 5.5 Limited Liability Except as provided in Sections 15652 and 15666 of the Act, no Limited Partner who is not also a General Partner shall be bound by, or liable for, the debts, expenses, liabilities, contracts or any other obligations of the Partnership. Limited Partners shall not be required or obligated to lend any funds to the Partnership or to make further Capital Contributions of any kind whatsoever beyond those described in this Article V. 5.6 Role of Limited Partner No Limited Partner shall take part in the conduct or control of the business of the Partnership or have any right or authority to act for or bind the Partnership in any manner whatsoever. No vote or consent given by any Limited Partner shall ever be construed to make a Limited Partner liable a General Partner or to cause the Limited Partners to have any liability beyond that set forth in paragraph 5.5. No Limited Partner or any Affiliate shall make any loan to the Partnership. 5.7 Withdrawal of Capital Contributions Except as provided in Section 9.7, no Limited Partner (other than the Original Limited Partner) shall have the right to withdraw or reduce its contribution to the capital of the Partnership, unless M all other Partners consent, (ii) all liabilities of the Partnership (except liabilities to the General Partner and to Limited Partners on account of the Capital Contributions) have been paid or there remains property of the Partnership sufficient to pay such liabilities, and (iii) this Agreement is amended as to set forth the withdrawal or reduction. Limited Partners shall not have the right to demand or receive property other than cash in return for their contribution, and herein no Limited Partner shall have priority over any other Limited Partner, either as to the return of contributed capital or as to any profits, losses or distributions, except as set, forth in paragraph 5.1 and this paragraph 5.7. 5.8 Indemnification of Limited Partners The Partnership shall, solely from its assets and without recourse to any General Partner, indemnify, defend and hold harmless the Limited Partners from any loss, liability, damage or expense imposed on them related to the ownership of Partnership property or conduct of the Partnership's business other than (i) the repayment of more than the Interest of a Limited Partner in any distribution whose return is required pursuant to Sections 15652 and 15666 of the Act; and (ii) taxes imposed on or measured by the net income of such Limited Partners. 5.9 [Intentionally Deleted] ARTICLE VI. 6.1 General Expenses The General Partners may charge the Partnership and be reimbursed by it for any and all reasonable, ordinary and necessary out-of-pocket expenses actually incurred by them in connection with the performance of the responsibilities of the General Partners to the Partnership and the operation of the Partnership's business but excluding indirect costs and overhead expenses. 6.2 Compensation LPM shall be the managing General Partner until it ceases to be a General Partner or until a new managing General Partner is selected pursuant to Paragraph 10.10. The Managing General Partner shall not be reimbursed for the cost of its administrative and management services to the Partnership, but Partnership accounting duties may be delegated to a nationally recognized accounting firm and the fees and expenses of such accountants will be borne by the Partnership. Such administrative duties and management may be delegated to any competent entity whether or not it is a Partner, but not to a Limited Partner. 6.3 Loans If the General Partners loan money to the Partnership they shall be paid interest on such loans at the prime rate plus one percent (1%) quoted from time to time by the First Interstate Bank of California, or any successor, but never in excess of the maximum rate permitted by law. ARTICLE VII. 7.1 General Allocations Except as otherwise provided in sections 7.2 and 7.3, Net Profits and Net Loss shall be allocated among all Partners, pro rata in accordance with their respective Partnership Interests. 7.2 Other Allocations of Income and Credit items (a) All items of California solar energy tax credit shall be allocated 3/4 of 1% to LEC (so long as it is a General Partner and thereafter to LPM), 1/8 of 1% to Xxxxxxx Xxxxxxxx, 1/8 of 1% to Xxxxxx Xxxxxxx and 99% to the owners of Class A Units. The portion allocated to the owners of Class A Units shall be divided pro rata in accordance with the number of such Units owned by each holder on the date the property giving rise to such credit was placed in service. (b) To the extent the Partnership has interest income with respect to any borrowing from the Partnership by any Partner whether stated or pursuant to section 483 or 1271 through 1288 of the Code, as amended from time to time, such interest income shall be allocated to the Partner to whom such borrowing relates, and such interest shall not constitute a Capital Contribution. (c) All items of federal investment and energy tax credit shall be divided among all Partners in accordance with their Interests as of the date the property giving rise to the credit is placed in service. (d) In the event the adjusted tax basis of any property that has been placed in service by the Partnership is increased pursuant to section 48(q) of the Code, as amended from time to time, such increase shall be allocated among the Partners in the same proportions as the investment tax credit that is recaptured with respect to such property is shared among the Partners. 7.3 Additional Allocations of Items of Expense and Loss (a) Federal income tax deductions for depreciation allowed under the accelerated cost recovery system or any sucessor method ("depreciation deductions") shall be allocated among the Partners in accordance with their Interests from and after the date that the property giving rise to such deductions is placed in service, unless regulations are promulgated by the Internal Revenue Service that require that depreciation deductions be applied ratably throughout the taxable year, in which case such deductions shall be allocated entirely to new or transferee Partners as of the date of their admission until the cumulative allocations to all Partners equal those that would have been made had such regulations not been promulgated. (b) Any reduction in the adjusted tax basis of Partnership property pursuant to section 48(q) of the Code, as amended from time to time, shall be allocated among the Partners pro rata in accordance with their Partnership Interests. 7.4 Other Allocation Rules (a) Net Profit and Net Loss shall be computed according to the accrual method of accounting for federal income tax purposes and otherwise in accordance with generally accepted accounting principles applied in a consistent manner. (b) The Partnership shall use the interim closing of the books method of accounting upon the admission of a new or transferee Partner or the termination of a Partner's Interest. (c) Except as otherwise provided in this Agreement, whenever a proportionate part of the Partnership Net Profit or Net Loss is credited or charged to a Partner's capital account, every item of income, gain, loss or deduction entering into the computation of such Net Profit and Net Loss shall be considered credited or charged, as the case may be, and every item of credit or tax preference applicable to the period during which such profit or loss was realized shall be allocated but not credited or charged, to such account in the same proportion. 7.5 Distributions (a) The Partnership may from time to time, in the sole discretion of the General Partners, distribute cash to the Partners in proportion to their Partnership Interests. (b) Distributions of Partnership assets in respect of Interests shall be made only to the Persons who, according to the books and records of the Partnership, are the record Holders of Interests on the date determined by the General Partners as of which Holders of Interests are entitled to any distribution. The General Partners and the Partnership shall bear no liability for making distributions in accordance with the provisions of the preceding sentence. (c) All amounts withheld pursuant to the Code, as amended from time to time, or any provision of the laws of any taxing jurisdiction with respect to any payment or distribution to the Partnership or to the Partners shall be treated as amounts distributed to the respective Partners on whose account the withholding was imposed for all purposes under this Agreement. ARTICLE VIII. 8.1 Powers Subject to the provisions of paragraph 8.2 and 8.3 hereof, the management and control of the Partnership and its business and affairs shall rest exclusively with the General Partners, each of whom shall have all the rights and powers which may be possessed by a General Partner pursuant to the Act and such rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of their duties under this Agreement and to the management of the business affairs of the Partnership in furtherance of the purposes of the Partnership as set forth in Paragraph 4.1. In the event of any disagreement among the General Partners, the decision of the Managing General Partner shall prevail. Without limiting the generality of the foregoing, the General Partners shall have the rights and powers to do those things set forth below (which subject to Article VI may be exercised at the cost and expense of the Partnership) but only to the extent in the furtherance of the purposes of the Partnership as set forth in Paragraph 4.1: (a) Expend the capital and income of the Partnership in furtherance of the Partnership's business to optimize the economic yield to the Partners. (b) Perform all acts necessary to commence and operate the Partnership's business and in connection therewith to hold, manage, operate, exploit, acquire, and sell assets acquired in connection therewith, to enter into contracts for services, and contracts, as, when, if and under such terms and conditions as the General Partners, in their sole discretion, shall deem advisable. (c) Execute and deliver, any deed, xxxx of sale, mortgage, license, or sublicense, contract for sale, agreement for deed, or other document conveying the interest of the Partnership in any of its assets, or any part thereof, whether held in its name or otherwise. No other signature shall be required. In this regard, the Managing General Partner is expressly authorized to enter into: (A) the Operative Documents to which the Partnership is a party, including the Project Participation Agreement, a Sublease (the "Sublease") with Xxx Engineering Corporation (or any subsidiary thereof), a Project Management Agreement, the EPC Contract, the Equipment Lease, the Expansion Agreement (as defined in Paragraph 8.3(a)(viii)), agreements calling for the purchase or lease from and lease or sublease back to Xxx Engineering Corporation (or any subsidiary thereof), of the Partnership's undivided interest in the real property upon which the Plant is located; (B) the Project Documents to which the Partnership is a party, including but not limited to the Operating Agreement and the Project Management Agreement; and (C) the Refinancing Agreement, the Note Purchase Agreement, the Security Documents, the Indenture, the Nonrecourse Notes, and any escrow agreements or arrangements that facilitate or effectuate the closing of the transactions contemplated thereby; including but not limited to and any and all documents or agreements related to the documents listed in subclauses (A), (B), or (C) above.or contemplated thereby. (d) Cause or allow the legal title to, or any legal or equitable interest in, the assets of the Partnership to be kept in the Partnership's name. (e) Borrow or raise monies on behalf of the Partnership in the Partnership name, in an amount in the aggregate outstanding at any one time not to exceed $1,000,000 and in connection therewith and from time to time draw, make, accept, endorse, execute and issue promissory notes, drafts, mortgages, and other negotiable or non-negotiable instruments and evidence of indebtedness, and secure the payment thereof and of the interest thereon by mortgage or pledge, conveyance or assignment in trust, of the whole or any part of the assets of the Partnership, including contract rights; provided, however, that a creditor who makes a nonrecourse loan to the Partnership must not have or acquire, at any time as a result of making that loan, any direct or indirect interest in the profit, capital, or property of the Partnership other than as a creditor whose recourse is limited to the specified security, provided further that the $1,000,000 limit set forth above shall not apply to: M loans secured by or related to any loan made to the Partnership by the General Partner to enable the Partnership to comply with the express provisions of any Operative Document; Hi) any loan to the Partnership made by LEC pursuant to Section 5.6 of the operating Agreement; (iii) the Partnership Notes; or (iv) the Nonrecourse Notes. (f) Engage, retain, or employ, on behalf of the Partnership, such persons, firms or corporations as the General Partners, in their sole discretion, shall deem advisable for the operation and management of the business of the Partnership (including accountants and lawyers) on commercially reasonable terms. (g) Possess, exercise or refrain from exercising all other rights and powers of a General Partner under the Act. (h) Expend the funds of the Partnership for the payment of premiums on insurance policies of any kind, nature, and description, but excluding any insurance protecting the General Partners from liabilities or claims relating to the breach of their fiduciary duties to the Partners or negligence. (i) Enter into contracts, joint ventures, or other transactions on behalf of the Partnership with Limited Partners, subject to the limitations contained in the Act with respect to the preservation of limited liability of such Limited Partners. (j) Admit persons as Limited Partners of the Partnership upon their contribution of the amount specified in Article V or their compliance with the provisions of Article IX. (k) Prepay the Partnership Notes with the proceeds from the sale of the Nonrecourse Notes. (1) Accept the Warranty Letter of Credit (as defined in the Note Purchase Agreement) as security for the Xxx Israel Performance Warranty. (m) Make any filings under the California Subdivision map Act that have been approved by a Majority of the Limited Partners. 8.2 Duties The General Partners shall manage and control the Partnership's business and affairs and carry out the business of the Partnership according to their best efforts. The General Partners shall devote such time to the business of the Partnership as the General Partners, in their sole discretion, determine to be necessary and appropriate; provided, however, that: (a) the managing General Partner will take, or cause to be taken, all steps necessary to operate the Plant in such a manner that the Partnership will have fully available to it the Investment Tax Credit, the Extended Federal Energy Tax Credit, Equipment ACRS Deductions and Improvements ACRS Deductions and all other tax benefits available under the Code, from time to time, and corresponding California income tax benefits, including, but not limited to the California Solar Energy Tax Credit, with no recapture of any regular investment tax credit or energy investment tax credit; (b) the General Partners will keep accurate records of the revenues and expenses of the Partnership and will submit reports and other documents required by Article XII to the Partners within the time periods allowed therein; (c) the Managing General Partner will locate and hire, either on behalf of the Partnership or directly on its own behalf or through subcontractors to-the Partnership, all personnel to operate the Plant and all administrative and supervisory personnel for the Plant; and (d) The General Partners shall distribute, subject to any limitation contained in any Operative Document or the Disbursement Agreement, to the Partners at least quarterly all Partnership cash in excess of its needs for debt service, operating and maintenance expenses and a reasonable reserve for emergencies. (e) Upon failure of the prompt payment by Xxx Israel of all amounts due as set forth in a Warranty Certificate, the General Partners shall cause a vote of the Limited Partners, within 30 days of delivery of such Warranty Certificate, with respect to any action to be taken by the Partnership with respect to a draw under the Warranty Letter of Credit, and shall cause the Disbursement Trustee to make a draw under the Warranty Letter of Credit if a majority of the Limited Partners so vote provided however that with respect to any amount due with respect to the calendar year 1997, the Managing General Partner shall make a draw under the Warranty Letter of Credit in an amount equal to the lesser of: (x) the amount set forth in the Warranty Certificate; and (y) the then principal amount of the Warranty Letter of Credit. 8.3 Certain Limitations (a) Except as otherwise provided in Paragraph 8.3(b) and (c), the General Partners shall not do any of the following: |
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(i) Any act in contravention of this Agreement; (ii) Confess a judgment against the Partnership; (iii) After the Closing Date, admit a person or entity as a General Partner or Limited Partner, except as provided in Article IX or X or Paragraph 5.3; (iv) Possess Partnership property or sell, transfer, assign, pledge or subject to mortgage or security interest any Partnership property for other than a Partnership purpose set forth in Paragraph 4.1; (v) Sell, exchange, lease, mortgage, pledge, or otherwise transfer all or a substantial part of the assets of the Partnership except as permitted by Paragraph 8.1(e) or as may be required to secure the Nonrecourse Notes as contemplated by the Security Documents, the Indenture and the Note Purchase Agreement; (vi) Suffer indebtedness by the Partnership other than in the ordinary course of its business and as specifically permitted by the last clause of Paragraph 8.1(e); (vii) make or permit any substantial modification to the EPC Contract; or (viii) Except as otherwise Authorized by this agreement, take or authorize any of the following actions, each of which involves an actual or potential conflict of interest with the Partnership: (A) any termination, cancellation, waiver, amendment or modification in any significant respect of any Operative Document or any contract entered into pursuant to (B) below, (B) entering into any contract in which Xxx International Limited or any of its Affiliates or any officers, directors of any thereof is a party or has a material interest other than the Expansion Agreement related to the Partnership's acquisition, ownership and operation of the Plus System (the "Expansion Agreement") and the agreements referenced therein, or (C) take any action which pursuant to the terms of Section 4.3 of the Project Management Agreement requires the approval of the Partnership; provided, however, that the General Partners are hereby permitted to enter into, execute, or consent to, as the case may be, an amendment to the Ground Lease, as amended, and to the Common Facilities Co-Tenancy Agreement, as amended, among Xxx Solar Partners Ltd., III, Xxx Solar Partners Ltd., IV, Xxx Solar Partners Ltd., V ('LSP V'), Xxx Solar Partners Ltd., VI ('LSP VI') and Xxx Solar Partners Ltd., VII ('LSP VII') (including execution of a Subdivision Map related thereto) in such form as the General Partners may deem advisable in order to (a) permit the LSP VI and LSP VII partnerships to have principal use of approximately 10 acres of the Common Area immediately south of the LSP V evaporation pond otherwise governed by the Common facilities Co-Tenancy Agreement and (b) to remove a strip of land approximately 67 feet wide by 6,000 feet long along the boundary of Parcels 7 and 8 under the Ground Lease from the Common Area and add it to Parcels 7 and 8 for the benefit of LSP VI and LSP VII. (ix) Unless sixty (60) days prior notice shall have been given to each Limited Partner, enter into any contract (other than: those in effect as of December 19, 1986; the Expansion Agreement; the other agreements referred to in the Expansion Agreement, the Note Purchase Agreement; the other agreements referred to in the Note Purchase agreement; the Refinancing Agreement and the other agreements referred to in the Refinancing Agreement; any actions specifically authorized by this agreement as specified in Paragraphs 8.1(c), W and (1)) requiring the expenditure of more than one million dollars annually (except where such expenditure is required to avert an emergency as to meet other extraordinary circumstances where such prior notice is impracticable). |
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(b) In the event that the Institutional Lender, as permitted by the Disbursement Agreement, desires to approve a substitute for the Warranty Letter of Credit Bank that does not meet the standard set forth in Section 6.04(b) of the Disbursement Agreement (a "Change"), then the General Partners shall not consent to any such Change on behalf of the Partnership unless: |
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(i) Each Limited Partner has been mailed notice of such proposed change and Limited Partners owning Interests of more than five percent (5%) have not delivered written notice of their objection to the Change within 30 days of the later of the mailing or other delivery of such notice; or (ii) Whether or not the notice of such an objection is received, the Change has been approved by the vote or written consent of Two Thirds of the Limited Partners. |
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(c) In the event that Xxx International or any of its Affiliates requests a change in the Warranty Letter of Credit Bank, no such change in such issuer shall take place and the General Partners shall not consent to any such change on behalf of the Partnership unless each Limited Partner has been mailed or otherwise delivered notice of such change and it has been approved by the vote or written consent of Two Thirds of the Limited Partners. (d) The General Partners shall not cause the Disbursement Trustee to make a draw under the Warranty Letter of Credit unless so authorized pursuant to Paragraph 8.2(e) and will not take any other action pursuant to Section 17 of the Xxx Israel Performance Warranty without the approval of a majority of the Limited Partners. ARTICLE IX. 9.1 General Provisions Limited Partners may not sell, transfer, assign or subject to a security interest all or any part of their Interests except as permitted in this Article IX, and any act in contravention of this Article IX shall be null and void ab initio. No Partner may create a fractional unit, except for fractional units arising by reason of divorce or transfers occasioned by death (whether by reason of termination of a trust, or the provisions of a will or the laws of intestate succession). 9.2 Limited Partners Except as set forth in Paragraph 9.2(f), Limited Partners may not sell, transfer, assign, or subject to a security interest any or all of the Interests owned by them, except with the consent of the General Partners (which will not be unreasonably withheld) and provided, that; (a) Such Limited Partner and the respective purchaser, transferee, or assignee each executes, acknowledges, and delivers to the General Partners such instruments of transfer and assignment with respect to such transactions as are satisfactory in form and substance to the General Partners; (b) Such Limited Partner furnishes either an opinion of counsel, or other acceptable evidence, satisfactory in form and substance to the General Partners, to the effect that: (i) the sale, transfer, or assignment will not dissolve the Partnership or otherwise impair the ability of the Partnership to be treated as a partnership under the federal income tax laws; (ii) such sale, transfer, or assignment will not violate any applicable Federal or state securities law; (iii) such sale, transfer, or assignment will not cause the Partnership to lose its exemption from Federal and state public utility laws provided by the Public Utility Regulatory Policies Act of 1978; and (iv) such sale, transfer or assignment will not cause any negative effect to existing Partners by reason of any regulations promulgated pursuant to Section 79 of the Deficit Reduction Act of 1984; (c) The Partnership is paid a reasonable transfer fee which is sufficient to pay actual and reasonable costs and expenses of the Partnership-in connection with such transactions; (d) The purchaser, transferee, or assignee represents in writing that the Interests are for such person's own account for long term investment and not with a view toward resale, fractionalization, division, or distribution thereof in a manner that would violate Federal or state securities laws or require registration thereunder; (e) Such purchaser, transferee, assignee, or holder of such security interest (or any person who acquires such Interests upon foreclosure of such security interest) shall not become a Limited Partner unless the General Partners consent in writing to such person becoming a Limited Partner, which consent may be given or withheld in the sole discretion of the General Partners. Any such purchaser, transferee, assignee, or holder of such security interest (or any person who acquires such Interests upon foreclosure of such security interest) who is not admitted as a Limited Partner shall be entitled, to the extent assigned, only to the profits, losses and distributions to which the assigning Limited Partner would have been entitled and shall not be entitled to any of the rights as Limited Partner, including, without limitation, any right to: (i) vote on any Partnership matter, (ii) require any information or accounting from the Partnership, (iii) inspect the Partnership's books and records, or (iv) make or approve any Partnership decision or otherwise participate in the management of the Partnership. The assigning Limited Partner shall remain a Limited Partner until such time, if any, that the General Partners consent to the assignee becoming a Limited Partner and the provisions of Section 9.3 are otherwise complied with; and (f) The Prudential Insurance Company of America may sell, transfer, assign or subject to a security interest any or all of its Interests, and the purchaser, transferee or assignee of any such Interest shall become a Limited Partner, in each case without the consent of the General Partners, provided that in connection therewith The Prudential Insurance Company of America and its purchaser, transferee or assignee meet the requirements of paragraphs 9.2 (a), (b), (c) and (d) and 9.3(a), (b) and (c) hereof and The Prudential Insurance Company of America furnishes to the General Partners an opinion of counsel selected by The Prudential Insurance Company of America to the effect that New Jersey Law requires disposition of its assets to be entirely within its control. 9.3 Admission as Limited Partner If the General Partners consent to the admission as a Limited Partner of a purchaser, transferee or assignee permitted by paragraph 9.2, or if no such consent of the General Partners is required in accordance with Paragraph 9.2(f) hereof, and such purchaser, transferee or assignee (a) elects to become a Limited Partner by delivering a written notice of such election to the General Partner, (b) executes and acknowledges such other instruments as the General Partners may deem necessary, required, or advisable to effect the admission of such person as a Limited Partner, including without limitation the written acceptance and adoption by such person of the provisions of this Agreement, and (c) pays a reasonable transfer fee to the Partnership which is sufficient to cover all actual and reasonable expenses in connection with the admission of such person as a Limited Partner, then, all steps shall be taken which, in the opinion of the General Partners, are reasonably necessary to admit such person under the Act as a Limited Partner, and such person shall thereupon become a Limited Partner. 9.4 [INTENTIONALLY OMITTED] 9.5 Purchase of Interests by the General Partners Except with the consent of Two-Thirds of the Limited Partners, no General Partner shall be permitted to purchase any portion of the Partnership Interests of any Limited Partner after December 31, 1986. 9.6 Death or Dissolution of a Class A Limited Partner or Upon the death or dissolution of a Class A Limited Partner, or other Holder of Class A Units, such Limited Partner's estate, devisee, heirs and/or transferees shall succeed to such Limited Partner's Interests and shall be bound by the terms and provisions of this Agreement. However, in the event that any Unit of the deceased or dissolved Class A Limited Partner or spouse thereof or other Holder of Class A Units does not pass to a single trust or passes to more than one heir, devisee or transferee, or, upon termination of any such trust, is distributed to more than one beneficiary, then, in that event, all such heirs, devisees, transferees and/or beneficiaries ("Distributees") shall, within ninety (90) days after distribution by the estate of the deceased Limited Partner or other Holder of Interests or by the representative of the Limited Partner so dissolved, execute and deliver to the General Partners a written instrument (including a power of attorney) appointing one person, firm or corporation as and to be the agent ("Agent") of and for the Distributees. The Agent shall be responsible for collecting, receiving and making all payments and contributions required hereunder, shall vote all Units of the Distributees, and shall perform all other obligations of such Distributees performable by reason of or arising from their Units, and any and all payments and/or disbursements due the Distributees for or arising from their Units shall be deemed to have been validly made to such Distributees by paying the same to the Agent. In the event that the Distributees for any reason fail to designate an Agent in writing in the manner and within the time prescribed above and continue to fail to cure such default after ten (10) days written notice from the General Partners to correct the same, the General Partners shall have the right, at their election, to withhold all sums that are payable with respect to the Units' of the Distributees until such time as the Partnership is dissolved or such default is cured. So long as such default exists with respect to any Distributee, their Units may not be voted. Whenever units may not be voted on a transaction by reason of the previous sentence, the Units deemed issued and outstanding and owned by the Limited Partners shall be reduced by the number of the Units which may not be voted. Upon the death of the spouse of a Class A Limited Partner or other Holder of Class A Units having a community property interest in any Units, the foregoing provisions of this Section 9.6 shall apply to all of the deceased spouse's community property interest in the surviving spouse's Units in the Partnership which does not pass to the surviving spouse by will or through operation of law, and such provisions shall be applied to such Units as though the Limited Partner or Holder of Class A Units had owned such Units and had died on the date of such Class A Limited Partner's spouse's death leaving such Units to the actual recipients thereof. 9.7 Voluntary Withdrawal by Limited Partner If at any time during the term of the Partnership, a Limited Partner or any Affiliate of a Limited Partner, by reason of its interest in the Partnership or any transaction contemplated by this Agreement or the Project Participation Agreement shall be deemed by any governmental authority having jurisdiction to be an "electric utility", a "public utility", a "public utility holding company" or a similar entity subject to regulation under the Federal Power Act, the Public Utility Holding Company Act of 1935, as amended, the California Public Utility Law or any other Federal, state or local law or regulation, then, upon demand made by such Limited Partner to the Managing General Partner, the Partnership shall forthwith purchase and such Limited Partner shall forthwith sell to the Partnership, all right, title and interest in the limited partnership interest of such Limited Partner in the Partnership for a price equal to the present value of all future distributions to such Limited Partner of income and capital, as determined by a firm of independent accountants based on the following assumptions: |
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(i) a discount rate of 11 percent per annum; (ii) the sale of all of the assets of the Partnership at the termination of the Partnership. |
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The purchase price as so calculated shall bear interest from the date of sale at the rate of 11 per cent per annum compounded annually and shall be deferred by such Limited Partner and paid by the Partnership in installments equal to the amount of income and capital that the Partnership would have distributed to such Limited Partner had it not sold its limited partnership interest in the Partnership, including any amounts that would have been distributed to such Limited Partner upon the liquidation of the Partnership. Any amount remaining upon the liquidation of the Partnership and payment of such income and capital to such Limited Partners shall be extinguished. ARTICLE X. 10.1 Resignation of, Withdrawal of, or Assignment by a The General Partners shall not have the right to withdraw their interests in or resign from the Partnership, except as provided in the Successor General Partner Agreement. Except as otherwise provided in the Successor General Partner Agreement, the General Partners may not sell, transfer, assign, or subject to a security interest all or any part of their Interests to any person, or admit any person as substitute General Partners. However any General Partner may substitute any other person or entity as a substitute General Partner provided, that such substitution is consented to in writing by all other General Partners and approved by the-vote or written consent of Two-Thirds of the Limited Partners. 10.2 Removal of a General Partner A General Partner shall be removed as a General Partner of the Partnership effective as of the date specified in paragraph 10.3 upon the vote or written consent of a majority of the Limited Partners to remove such General Partner, if such General Partner is in default pursuant to the terms of this Agreement, and has not cured such default within thirty (30) days after written notice thereof from the Partners, or without cause, upon the vote or written consent of Two Thirds of the Limited Partners who are not affiliates of any General Partner to remove; provided, however, such removal shall not eliminate any then existing obligations of the Partnership to such General Partner or the General Partner to the Limited Partners. 10.3 Notice of Removal Written notice of the removal of a General Partner shall be given by the Partners voting to remove such General Partner pursuant to paragraph 10.2 hereof, to such General Partner and to all other Partners. Such notice shall set forth the day upon which the removal is to become effective, which date Shall not be less than thirty (30) days after such notice is given to the last party required to be notified. 10.4 Termination of a General Partner A General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events: (a) The General Partner is removed as a General Partner as provided in paragraph 10.2. (b) An order for relief against the General Partner is entered under Chapter 7 of the Federal Bankruptcy Act, or the General Partner: ii makes a general assignment for the benefit of creditors, (ii) files a voluntary petition under the Federal Bankruptcy Act, (iii) files a petition or answer seeking for that General Partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, (iv) files an answer or other pleading admitting or failing to contest material allegations of a petition filed against that General Partner in any proceeding of this nature or (v) seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of that General Partner's properties. (c) Sixty (60) days after the commencement of any proceeding against the General Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or within sixty (60) days after the appointment without that General Partner's consent or acquiescence of a trustee, receiver, or liquidator of the General Partner or all or any substantial part of that General Partner's properties, the appointment is not vacated or stayed, or within 60 days after the expiration of any such stay, the appointment is not vacated. (d) In the case of an Individual General Partner, either of the following: (i) the death of that Individual General Partner, or (ii) the entering by a court of competent jurisdiction of an order adjudicating that Individual General Partner incompetent to manage his or her person or estate. (e) In the case of a Corporate General Partner, the filing of a certificate of dissolution, or its equivalent, for the Corporate General Partner. (f) Any other event specified in the Act. 10.5 Liability of General Partner after Termination Upon a General Partner's ceasing to be a General Partner in accordance with the provisions of the Agreement, all future liability of the applicable General Partner as a General Partner shall cease as provided in the Act and the Partnership shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability. The remaining General Partners shall amend the Certificate of Limited Partnership to reflect that the former General Partner is no longer a General Partner of the Partnership. 10.6 Compensation of General Partner Upon Termination Upon a General Partner ceasing to be a General Partner in accordance with the provisions of this Agreement, such General Partner's Interest in the Partnership shall be converted from a general partnership Interest to a limited partnership Interest and such person shall be forthwith admitted as a Limited Partner of the Partnership except that such General Partner shall not be entitled to vote on the admission of a new General Partner. 10.7 Election of Substitute General Partner Upon the last General Partner ceasing to be a General Partner in accordance with the Agreement or within thirty (30) days thereafter, if, pursuant to Section 11.2 of the Agreement, the Limited Partners elect to continue the business of the Partnership, substitute General Partners may be elected by the unanimous vote or written consent of the Limited Partners. 10.8 Election of Additional General Partners Unless the last General Partner shall have ceased to be a General Partner in accordance with this Agreement, upon the vote or written consent of at least a Majority of the Limited Partners, any person or entity may be elected a General Partner. Such General Partner shall not be required to have an Interest in the Partnership. Upon such election, said additional General Partner shall have all the rights, powers and duties of a General Partner under this Agreement. 10.9 [intentionally omitted] 10.10 Change in Managing General Partners A Majority of the Limited Partners may by vote or written consent, with or without cause, change the Managing General Partner and designate any other General Partner (who consents to serve) as the Managing General Partner. Any such change shall be effective immediately upon notice of such vote or consent being delivered to the removed Managing General Partner. ARTICLE XI 11.1 Dissolution of the Partnership The Partnership shall be dissolved upon the first of any of the following events to occur: (a) The last General Partner ceases to be a General Partner in accordance with the provisions of this Agreement unless the Partners agree in writing to continue the business of the Partnership as provided in paragraph 11.2 and to admit one or more General Partners as provided in paragraph 10.7. A General Partner ceasing to be a General Partner shall not dissolve the Partnership if there is a remaining General Partner or a substitute General Partner who elects to continue the business of the Partnership. Such General Partner is hereby authorized to continue the business of the Partnership. (b) The vote or written consent to dissolve by all General Partners and Two Thirds of the Limited Partners. (c) The expiration of the term of the Partnership (d) The sale, transfer or other irrevocable disposition of all or substantially all of the property of the Partnership. (e) Otherwise by operation of law. 11.2 Election upon Dissolution Upon a dissolution of the Partnership pursuant to paragraph 11.l (a), any one or more of the Limited Partners shall, promptly after such dissolution, give notification thereof to the other Limited Partners and shall call for a vote of the Limited Partners to continue the business of the Partnership or to wind-up the Partnership pursuant to paragraph 11.3 of this Agreement. The former General Partner shall be deemed to have elected and hereby agrees to continue the business or the Partnership, and if all Limited Partners elect affirmatively to continue the business of the Partner- ship a substitute General Partner shall be elected pursuant to Paragraph 10.7 of this Agreement and all of the Limited Partners shall execute a unanimous written consent or other written agreement to evidence their election to continue the business of the Partnership. 11.3 Winding-Up of the Partnership Upon the election of the Partners to wind-up the Partnership, or the failure of the Limited Partners to elect such election in writing or to elect a substitute General Partner pursuant to paragraph 11.2, or upon a dissolution of the Partnership pursuant to paragraph 1l.l(b), 1l.l(c), 11.1(d), or 1l.l(e), the General Partners (or if there is not a General Partner, a substituted General Partner or liquidator a General Partner, a substituted General Partner or liquidator elected by a Majority of the Limited Partners) shall take full account of the partnership's assets and liabilities and the obtaining the fair value thereof, and the proceeds therefrom, after the allocations prescribed in Paragraph 7.2 have been made for the year of dissolution, shall be applied and distributed in the following order of priority: (a) To the payment of the debts and liabilities of the Partnership and the expenses of liquidation in the following order: (i) those owing to creditors other than Partners, and (ii) those owing to Partners. (b) To the setting up of any reserves which the General Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partner- ship. (c) To Partners and former Partners in satisfaction of liabilities for distributions under Sections 15661, 15664 and 15665 of the Act. (d) To Partners in accordance with their respective positive capital account balances, and former Partners to the extent of amounts due pursuant to section 9.7 of the Agreement. (e) To Partners in accordance with their respective Interests. ARTICLE XII. 12.1 Books of Account The Partnership's books and records and the Agreement shall be maintained at the principal office of the Partnership. The financial records of the Partnership shall be maintained in accordance with generally accepted accounting principles for federal income tax purposes. The books and records shall reflect all Partnership transactions and be appropriate and adequate for the Partnership's business. The Limited Partners and their designated representatives, and the FSLIC in the event that any FSLIC-insured, federally chartered savings associations are Limited Partners under this Agreement, shall be permitted to inspect and copy all books and records during normal business hours. Without limiting the generality of the foregoing provisions, the Partnership shall keep at its principal office all of the following: (a) A current list and the full name and last known business or residence address of each Partner set forth in alphabetical order together with the contribution and the share and profits and loss of each Partner. (b) A copy of the Certificate of Limited Partner- ship and all Certificates of Amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed. (c) Copies of the Partnership's Federal, state, and local income tax or information returns and reports, if any, of the six most recent taxable years and all relevant records for as long as necessary to satisfy applicable law. (d) Copies of the original partnership agreement and all amendments thereto. (e) Financial statements of the Partnership for the six most recent fiscal years. (f) The Partnership's books and records for at least the current and past three fiscal years. Upon the request of a Limited Partner, the General Partners shall promptly deliver to the Limited Partner, at the expense of the Partnership, a copy of the information required to be maintained by clauses (a), (b), or (d) immediately above. 12.2 Fiscal Year The fiscal year of the Partnership shall be the calendar year. 12.3 Accounting and Reports As soon as reasonably practicable after the end of each fiscal year, but not later than seventy-five (75) days after such end, each Partner shall be furnished with a copy of the balance sheet of the Partnership as of the last day of such fiscal year, an income statement for such fiscal year, and a statement showing the amounts allocated to or allocated against such Partner's Capital Account pursuant to the Agreement during or in respect of the year, and all items of income, gain, deduction, credit, or loss allocated for purposes of the Code as amended from time to time, and any applicable state or local income tax laws pursuant to the Agreement. Such balance sheet and statement of income shall be prepared on the accrual method of accounting. The Managing General Partner shall notify each Limited Partner, promptly upon obtaining knowledge thereof, of any default under the Operative Documents which, in its judgment, is likely to have a material adverse effect on the Project. 12.4 Capital Accounts (a) A capital account shall be established for each Partner, and shall be increased by (i) the amount of any Capital Contribution made by the Partner, (ii) the fair market value of any property contributed by the Partner to the Partnership (net of liabilities securing such contributed property that the partnership is considered to assume or take subject to under section 752 of the Code, as amended from time to time), and (iii) allocations to the Partner of Net Profits, and shall be reduced by (i) the amount of cash distributed to the Partner, (ii) the fair market value of any property distributed to the Partner by the Partnership (net of liabilities securing such property that such Partner is considered to assume or take subject to under section 752 of the Code, as amended from time to time), and (iii) allocations to the Partner of Net Loss. (b) Upon a distribution in kind of Partnership property, the capital account of each Partner will be debited or credited under Article VII with such Partner's allocable share of the gain or loss which would have been recognized by the Partnership had the property been sold for an amount equal to its fair market value immediately prior to such distribution. (c) If any Interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the capital account of the transferor to the extent it relates to the transferred Interest. (d) The Capital Account of each Partner shall be reduced by an amount equal to the percentage of the "energy percentage" and the 'regular percentage5 of any United States federal investment tax credit in respect of the Project allocated to such Partner (or any predecessor in interest) by which the Partnership is required to reduce its basis in the property eligible for depreciation for federal income tax purposes on account of such credits. (e) The Capital Account of each Limited Partner, to the extent attributable to Class A Units held by such Partner, and of each General Partner, shall be reduced by 63.63 percent of any California solar energy tax credit in respect of the Project allocated to such Partner (or its predecessor in interest) except that if the amount of the reduction pursuant to subparagraph (d) shall be based on a percentage of United States federal investment tax credit that is greater than 50 percent for the "energy percentage" of the United States federal investment tax credit, the amount of the reduction hereunder shall be an amount equal to such percentage of the California solar energy tax credit as may be deemed necessary to ensure that the aggregate Capital Accounts of the Holders of Class A Units will equal one percent (1%) of the aggregate Capital Accounts of the holders of Class B Units (disregarding any portion of such Capital Accounts referable to the ownership of Class A Units) after the adjustment required by clause (d) above and disregarding any other item of income, gain, loss or deduction that may have been credited to the Capital Account of any Partner. (f) The Capital Account of each Partner shall be increased by an amount equal to any increase in the tax basis of the Project attributable to a recapture of any United States investment tax credit in the same proportion as such investment tax credit recapture is allocated to such Partner. 12.5 Banking and Investment Funds All funds of the Partnership shall be deposited with the Disbursement Trustee in accordance with the terms of the Disbursement Agreement or shall be deposited in a separate bank account or accounts in a bank having a net worth and capital surplus in excess of $100,000,000 or invested in U.S. government obligations having maturities of no more than one year, or certificates of deposit rated A-l or P-l by a national banking agency. 12.6 Tax Election Upon the transfer of a Class B Unit in the Partnership or distribution of the Partnership's assets to a Class B Limited Partner, the Tax Matters Partner may cause the Partnership to elect pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1954, as amended, to adjust the basis of the Partnership's property as allowed by Section 734(b) and Section 743(b) thereof, upon the consent of Two-Thirds of the Limited Partners. 12.7 Partnership Returns The General Partners shall, for each fiscal year required, file with the U. S. Internal Revenue Service on behalf of the Partnership, a U. S. Partnership Information Return within the time prescribed by law (including extensions) for such filing. The General Partners shall also file on behalf of the Partnership such state, city, or foreign income tax returns as may be required by applicable law. Within 60 days after the end of each fiscal year of the Partnership, the General Partners shall send to each of the Partners such information as is necessary to complete federal and state income tax or information returns, including Schedules K-1 (or their equivalent successor tax reports) and copies of the Partnership's Federal, state, and local income tax or information returns for the year. 12.8 Tax Matters Partners The Managing General Partner is hereby designated as the "Tax Matters Partner' of the Partnership as said term is defined in Section 6231(a)(7) of the Code and any similar provision of. state or local law and agrees to: (i) furnish to the Partners within 10 days of its receipt by the Tax Matters Partner any relevant and material written information, return, statement or other document 4 supplied to the Tax Matters Partner by the Internal Revenue Service in connection with a Partnership level administrative proceeding under sections 6221 through 6233 of the Code, as amended from time to time; (ii) prosecute any petition for a readjustment of Partnership items filed by a Partner under section 6226 of the Code, as amended from time to time; (iii) if any adjustment is made by the Internal Revenue Service correcting a mathematical or clerical error on a Partnership information return, Form 1065, or Schedule K-1 and the Internal Revenue Service is incorrect in making such. adjustment, file a request, under section 6230(b) of the Code, as amended from time to time, that the correction not be made; and (iv) withhold tax pursuant to the Withholding Tax Certificate and in the amount directed a vote of the Majority of the Limited Partners. 12.9 Financial Statements and Reports The General Partners shall deliver audited financial statements to the Partners annually accompanied by a report of independent accountants of recognized national standing. Such statements shall include an income statement, balance sheet and statement of changes in financial condition. Such annual report shall discuss the activities of the Partnership for the year and provide a General Partner's discussion of the results of. operations and other operating and financial data for the year. Such statements and report shall be delivered no later than ninety (90) days after the end of each calendar year. In addition, similar unaudited quarterly statements and quarterly reports shall be prepared and delivered within forty-five days after the end of each calendar quarter. 12.10 Partnership Level Administrative and Judicial (a) In the event of any partnership level proceeding instituted by the. Internal Revenue Service pursuant to Sections 6221 through 6233 of the Code, as amended from time to time, the Tax Matters Partner shall upon written request of Two-Thirds of the Limited Partners relinquish control of the nature and content of all action and defense to be taken by the Partnership in response to-such proceeding to the Participants (as defined in the Tax Indemnity Agreement), pursuant to and in accordance with Section 6 of the Tax Indemnity Agreement. In such case, the Tax Matters Partner hereby further agrees to relinquish all control of the nature and content of all proceedings pursuant to section 6221 through 6233 of the Code, as amended from time to time, instituted by or on behalf of the Partnership, including the decision to institute such proceedings, whether administrative or judicial, and whether in response to a previous Internal Revenue Service proceeding against the Partnership or otherwise, to such Participants; or (b) Upon the election of Two-Thirds of. the Limited Partners, such Person as shall be designated by such Partners shall be admitted to the Partnership as a General Partner and shall upon admission to the Partnership be substituted as the Tax Matters Partner of the Partnership. Such substitute Tax Matters Partner shall not be bound by the pro- visions of paragraph (a) above. 12.11 Partnership Information Meetings and Reports (a) Until the later of (i) December 31, 1988; (ii) such time as the Plan has met 95% of its annual projected output; the Managing General Partner shall once each calendar quarter, with the first such meeting to be held during the first calendar quarter of 1987, call a meeting of Limited Partners to discuss and report on Plant operations. Thereafter the Managing General Partners shall call such a meeting at least once each calendar year. (b) So long as the Managing General Partner is obligated to call a quarterly meeting pursuant to paragraph 12.11(a) it shall, on a monthly basis, commencing with the month of January 1987, send a report to each Class B Unit Owner setting forth the amount of electricity produced for said month. Such monthly reports shall be delivered no more than thirty days after the end of the previous month. At such time as quarterly meetings are no longer required, such information shall be delivered on an annual basis and shall be sent no later than forty-five (45) days after the end of the calendar year. (c) At least sixty (60) days prior to the beginning of each Partnership fiscal year commencing after 1987, the Managing General Partner shall send each Limited Partner the proposed budget for the Partnership's next fiscal year, which budget shall, among other things, describe the amount and type of insurance coverage provided for therein and the cost thereof ARTICLE XIII 13.1 Power of Attorney Each Partner holding Interests at the time of admission to the Partnership of less than 5% hereby makes, constitutes, and appoints each of the General Partners, acting alone, and any successor or additional General Partners, with full power of substitution and resubstitution, their true and lawful att3rney for them in their name, place and xxxxx and for their use and benefit, to sign, execute, certify, acknowledge, swear to, file and record this Agreement, and to sign, execute, certify, acknowledge,. file and record all instruments amending this Agreement, as now or hereafter amended, that may be appropriate, and such agreements or other instruments or documents (i) to reflect the exercise by the General Partners of any of the powers granted to them under the Agreement; (ii) to reflect any amendments made to the Agreement by the Partners pursuant to the Agreement (iii) to reflect the admission to the Partnership of any General Partner, Limited Partner, substituted Limited Partner or General Partner, or the withdrawal of any Partner in the manner prescribed in the Agreement; and (iv) which may be required of the Partnership or of the Partners by the laws of the State of California, or any other jurisdiction. Each such Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as such Partner might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue thereof. 13.2 Duration of Power The power of attorney granted pursuant to paragraph 13.1 of this Agreement: (a) Is a special power of attorney coupled with an interest and is irrevocable, and shall survive the death, dissolution, incompetency, bankruptcy or legal incapacity of the applicable Limited Partner; (b) May be exercised by the attorney-in-fact by listing all of the Partners who have granted a power of attorney pursuant to paragraph 13.1 and who are executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact acting as attorney-in-fact for all Partners; and (c) Shall survive the delivery of an assignment by a Partner of any or all interests in the Partnership, except that where the purchaser, transferee, or assignee thereof has the right to be, or with the consent of the General Partners is admitted as, a Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling each such attorney-in-fact to execute, acknowledge, swear to, and file any such agreement, certificate, instrument, or document necessary to effect such substitution. Any assignee or successor of a Partner who has granted a power of attorney under paragraph 13.1 does hereby make, constitute, and appoint the General Partners, and any successor or additional General Partners, his attorney-in-fact in the same manner and force and for the same purposes, as the assignor or person succeeded. ARTICLE XIV 14.1 Exoneration Except in case of: (i) bad faith; or (ii) willful misconduct; or (iii) in the case of the Managing General Partner, the failure to use such care in the performance of the duties of the Managing General Partner as an ordinarily prudent person in a like position would use under similar circumstances; the doing of any act or the failure to do any act by the General Partners in their capacities as such, the effect of which may cause or result in loss or damage to the Partnership, if done pursuant to the advice of legal counsel employed by the General Partners on behalf of the Partnership., or if done in good faith to promote the best interests of the Partnership, shall not subject the General Partners to any liability to the Partners or the Partnership. The foregoing shall not affect or diminish any rights which the Partnership may have against a General Partner by reason of contracts entered into with such General Partner for the performance of services as contemplated in Section 8.1. The General Partners shall diligently enforce the provisions of all such contracts on behalf of the Partnership. 14.2 Indemnification The Partnership shall defend, indemnify and hold harmless the General Partners including all officers, directors, employees, or agents of the General Partners and each Partnership, employee or agent against all claims, actions, demands, losses, liabilities, costs, expenses (including all attorneys' fees), damages and threat of loss as a result of any claim or legal proceeding relating to the performance or non-performance of any act concerning the activities of the Partnership (other than acts and omissions arising from or in connection with any contract with the Partnership pursuant to which such General Partner acts as agent for the owners of the Plant or performs management, operation, maintenance or other services at the Plant and other than any loss, claim or damage arising out of or based upon any violation of any state or federal securities law, or any rule or regulation promulgated thereunder); provided, however, the person or party against whom a claim is made or legal proceeding is directed must not have been culpable of gross negligence, bad faith or willful misconduct, or, in the case of the Managing General Partner, the failure to use such care in the performance of the duties of the Managing General Partner as an ordinarily prudent person in a like position would use under similar circumstances. The Partnership shall advance any and all expenses incurred by a General Partner, agent or employee as described above in defending any proceeding prior to the final disposition of such proceeding; provided, however', that any such General Partner, agent or employee, prior to receiving any advancement hereunder shall execute and deliver to the Partnership an undertaking to repay any and all amounts advanced unless it shall be determined ultimately that such person is entitled to be indemnified as authorized above. 14.3 Liability Notwithstanding anything in this Agreement to the contrary, except for liability described in Paragraph 14.2, the General Partners shall not be personally liable for the return of the Capital Contribution of any Partner, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets. Nothing herein shall affect any liability of any General Partner under any Operative Document other than this Agreement. ARTICLE XV. 15.1 Notices Except as required by paragraph 15.5, any notice, payment, demand, offer or communication required or permitted to be given by any provision of the Agreement shall be in writing and shall be deemed to have been delivered and given for all purposes (i) if same is actually received, or (ii) if sent by registered or certified mail, postage and charges pre- paid, addressed as follows: To the General Partners or a Limited Partner, at the address set forth on the signature page of this Agreement, or to such other address as such General Partners or Limited Partner may from time to time specify by written notice to the Partnership. Any such notice shall be deemed to be given as of the earlier of the date actually received, or five (5) days after the date of which the same was deposited in a regularly maintained depository for the deposit of United States mail, addressed and sent as aforesaid with postage prepaid. 15.2 Captions Paragraph and other captions contained in the Agreement are for reference purposes only and do not interpret, define or limit the scope, extent or intent of this Agreement, or any provision hereof. 15.3 Severability Every provision of this Agreement is severable. If any term or provision hereof is held to be illegal or invalid for any reason by any duly constituted court, agency, or tribunal, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 15.4b Amendments Amendments to this Agreement may be proposed by the General Partners or by the Limited Partners having an aggregate Interest of ten percent (10%) or more, and the General Partners shall transmit to the Limited Partners a verbatim statement of any proposed amendment and may include with any such-submission their recommendations as to the proposed amendment. The General Partners shall seek the written vote of the Limited Partners on the proposed amendment or shall call a meeting of the Limited Partners to vote thereon. A proposed amendment shall be adopted and become effective as an amendment hereto -if it receives the affirmative vote of Two Thirds of the Limited Partners. 15.5 Meetings and Means of Voting A meeting of the Partners for any matters on which the Limited Partners may vote may be called by any of the General Partners or by Limited Partners holding more than 10% of the Interests held by all Limited Partners. Whenever the Partners are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10, nor more than 60, days before the date of the meeting to each Partner entitled to vote at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted. Meetings of Partners may be held at any place within or without the State of California as may be specified in the notice of Meeting. If no place is stated in such notice, the meeting shall be held at the principal executive office of the Partnership. Notice of the meeting shall be given, and voting at the meeting shall be conducted, as provided in Section 15637 of the Act or any successor provision thereto. 15.6 Right to Rely Upon the Authority of the General No person dealing with the General Partners shall be required to determine the General Partners' authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of their authority. In addition, no purchaser of any asset owned by the Partnership shall be required to determine the sole and exclusive authority of the General Partners to sign and deliver on behalf of the partnership any such instrument of transfer, or to ensure the proper application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchasers shall have received written notice from the Partnership affecting the same. 15.7 Litigation The General Partners shall prosecute and defend such actions at law or in equity as may be necessary to enforce or protect the interests of the Partnership. The Partnership and the General Partners shall respond to any final decree, judgment, or decision of a court of competent jurisdiction in the matter. The Partnership shall satisfy any such judgment, decree, or decision first out of any insurance proceeds available therefor, and then out of the capital and assets of the Partnership. 15.8 Governing Law The local, internal laws of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties, except as to the partnership interests of any FSLIC- insured, federal associations that may become Limited Partners under this Agreement as to which applicable federal law and regulations shall be controlling to the extent that such federal law and regulations conflict with the local, internal laws of California. 15.9 Waiver of Action for Partition Each of the parties hereto irrevocably waives, during the term of this Partnership and during the period of its liquidation following any dissolution, any right that such party might have to maintain any action for partition with respect to any of the assets of the Partnership. 15.10 Counterparts This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had executed the same counterpart. All counterparts shall be construed together and shall constitute one agreement. 15.11 Parties in Interest Each and every covenant, term, provision and agreement herein contained shall be binding upon and inure to the benefit of the permitted successors and assigns of the respective parties hereto. 15.12 Integrated Agreement This Agreement supersedes all prior agreements, understandings, restrictions, representations or warranties among the General Partners and the Limited Partners with respect to the subject matter hereof. 15.13 Right to Rely Upon Authority of Person Signing In the event that a Limited Partner is a trust (with or without disclosed beneficiaries), partnership, limited partnership, joint venture, corporation, or any entity Partners shall (i) not be required to determine the authority to make any commitment or undertaking on behalf of such entity, nor to determine any fact or circumstance bearing upon the existence of his authority; (ii) not be required to see to the application or distribution of revenues or proceeds paid or credited to the person signing the Agreement or any amendment hereto on behalf of such entity; (iii) be entitled to rely upon the authority of the person signing this Agreement or any amendment hereto with respect to the voting of the Interest of such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permissible or required hereunder; and (iv) be entitled to rely upon the authority of any general partner, joint venturer, co-trustee, successor trustee, or president, vice president, or other officer (as the case may be) of any such entity the same as though such person were the person originally executing this Agreement or any amendment hereto on behalf of such entity. 15.14 Rights of Non-Recourse Creditors No non-recourse creditor of the Partnership shall have or acquire, at any time as a result of making any loan or advance, any direct or indirect interest in the profits, capital, or property of the Partnership other than as a secured creditor limited to the particular asset which is the subject of recourse. 15.15 Number and Gender Whenever the singular number is used-in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and the word "person" shall include corporation, firm, partnership or other form of association. 15.16 Partner Representations Each Partner represents and warrants to the Partnership and to each of the other Partners as follows: (a) He is of full age and has full capacity to contract, and if acting in a representative capacity, is duly authorized to execute this Agreement; (b) He is subscribing for Units for his own account as beneficial owner, for investment purposes only, and not with a view to their subdivision or distribution in a manner that would violate Federal or state securities laws or require registration thereunder, provided that the disposition of his assets shall at all times be within his control. 15.17 Competition: Independent Activities The General Partners and their respective affiliates, and the Limited Partners and their respective affiliates, may individually or otherwise presently own or hereafter acquire interests in enterprises that compete with the Partnership or may themselves manufacture, design, sell or service products that compete with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership. Nothing contained in this Agreement shall prohibit such competition or give the Partnership or any Partner any interest in the revenues, capital, or profits of such enterprises or activities or give the Partnership any right whatsoever to participate therein or share, in any manner, in the income therefrom. IN WITNESS WHEREOF, this Third Amended and Restated Agreement of Limited Partnership has been executed as of this 25th day of May, 1988. |
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|
c/o_________________________ |
CORPORATE GENERAL PARTNER |
|
c/o Xxx Engineering Corporation |
INDIVIDUAL GENERAL PARTNERS |
|
CLASS B LIMITED PARTNERS |
CLASS A LIMITED PARTNERS |
|
Withdrawing General Partners |
|
|
EXHIBIT A Capital Contributions, Percentage Interest, Number of Units Owned |
||||||||
|
California Units |
Federal Units |
Total Xxxxx |
||||||
|
# |
Xxxxxx |
# |
Xxxxxx |
# |
Xxxxxx |
Xxxxxxxxxx |
Public |
|
|
Camotop One Corporation |
672 |
16,800,000 |
672 |
16,800,000 |
26.90470588% |
|||
|
Public Service Resources Corporation |
440 |
11,000.000 |
440 |
11,000,000 |
17.61617647% |
* |
||
|
The Prudential Insurance Company of America |
400 |
10.000,000 |
400 |
10,000,000 |
16.01470588% |
|||
|
CII Solar Power 1. Inc. |
304 |
7,600,000 |
304 |
7.600.000 |
12.17117647% |
* |
||
|
Potomac Capital Investment Corporation |
240 |
6,000,000 |
240 |
6,000,000 |
9.60882353% |
* |
||
|
Delmarva Capital Technology |
120 |
3,000.000 |
120 |
3,000,000 |
4.60441176% |
* |
||
|
CPN Leasco |
120 |
3,000,000 |
120 |
3,000,000 |
4.80441176% |
* |
||
|
Oregon Natural Gas Corp |
100 |
2,500,000 |
100 |
2.500,000 |
4.00367647% |
|||
|
Standard Brands Paint Co. |
52 |
1,300,000 |
52 |
1,300.000 |
2.08191176% |
|||
|
Xxxxxxx Perrenchio |
308 |
7,700,000 |
308 |
7,700,000 |
0.46200000% |
|||
|
Xxx Xxxx |
76 |
1,900,000 |
76 |
1,900,000 |
0.11400000% |
|||
|
Oak/SEGS IV |
35 |
875,000 |
35 |
875,000 |
0.05250000% |
|||
|
Xxxxx Xxxxxxxx |
34 |
850,000 |
34 |
850,000 |
0.05100000% |
|||
|
Xxxxxx Xxxx |
28 |
700,000 |
28 |
700,000 |
0.04200000% |
|||
|
Xxxx Xxxxxx |
20 |
500,000 |
20 |
500.000 |
0.03000000% |
|||
|
Xxxxxxx SEGS IV |
20 |
500,000 |
20 |
500,000 |
0.03000000% |
|||
|
Xxxxxx Ring |
20 |
500.000 |
20 |
500,000 |
0.03000000% |
|||
|
UCC-1986 Xxx Solar IV |
19 |
475,000 |
19 |
475,000 |
0.02850000% |
|||
|
Weyerhauser |
13 |
325,000 |
13 |
325,000 |
0.01950000% |
|||
|
Xxxxxx Xxxx |
11 |
275,000 |
11 |
275,000 |
0.01650000% |
|||
|
X.X.Xxxxxx |
10 |
250,000 |
10 |
250,000 |
0.01500000% |
|||
|
Cantor Xxxxxxxxxx Co. Inc |
10 |
250,000 |
10 |
250.000 |
0.01500000% |
|||
|
Xxxxx Xxxxxxx |
10 |
250.000 |
10 |
250,000 |
0.01500000% |
|||
|
Xxxx Xxxxxx |
9 |
225,000 |
9 |
225,000 |
0.01350000% |
|||
|
A A M Records |
9 |
225,000 |
9 |
225,000 |
0.01350000% |
|||
|
Xxxxxx Construction Co. |
7 |
175.000 |
7 |
175,000 |
0.01050000% |
|||
|
Weyerhauser Mortgage Co |
6 |
150.000 |
6 |
150.000 |
0.00900000% |
|||
|
Xxxxx Ring |
4 |
100,000 |
4 |
100.000 |
0.00600000% |
|||
|
Desert Investments |
3 |
75,000 |
3 |
75,000 |
0.00450000% |
|||
|
Xxxx Xxxxxx |
2 |
50,000 |
2 |
50,000 |
.00300000% |
|||
|
Xxxxx Xxxxxx Trust |
2 |
50,000 |
2 |
50,000 |
0.00300000% |
|||
|
Xxxxxx Xxxx |
2 |
50,000 |
2 |
50,000 |
0.00300000% |
|||
|
Xxxxxxx Xxxxxx Singer Trust |
2 |
50.000 |
2 |
50,000 |
0.00300000% |
|||
|
Individual General Partners |
0 |
0 |
0 |
0 |
0.50000000% |
|||
|
Corporate General Partners (LEC/LPM) |
0 |
0 |
|
|
0 |
0 |
0.50000000% |
|
|
Total |
660 |
$16,500,000 |
2,448 |
$61,200,000 |
3,108 |
$77,700,000 |
100.00000000% |
|
