Commerzbank AG. The Limited Partners agree to vote for a designee of Commerzbank AG as one of the Limited Partners' representatives on the Oversight Board designated pursuant to the Joint Management Agreement; provided, that such voting agreement will not apply at any time that Commerzbank AG owns less than 20.618 Interests in the Partnership and the Other Fund Entities. The Amendment shall become effective as of the 18th day of July, 1995 upon its execution by a Majority-in-Interest of the Partnership's Partners (as such term is defined in Section 4.09(b) of the Agreement). EXECUTED as of the 19th day of July, 1995. MELLON BANK, N.A., AS TRUSTEE FOR THE CARNEGIE MELLON UNIVERSITY TRUST (as directed by Carnegie Mellon University) ------------------------------------------------------------ Print Name of Partner By: /s/ John X. XxXxxx ------------------------------ Authorized Officer of Partner John X. XxXxxx, Xxce President ATTEST: /s/ [signature] ---------------------------------- [LEGAL DEPARTMENT SEAL] AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PIONEER POLAND, U.S., L.P. This amendment (the "Amendment") to the Amended and Restated Limited Partnership Agreement, dated as of January 20, 1995, of Pioneer Poland U.S., L.P. (the "Agreement") is made, pursuant to Section 8.04 of the Agreement, as of the 18th day of July, 1995. The Agreement is hereby amended by adding the following new Section 4.15 immediately after Section 4.14 of the Agreement:
Commerzbank AG. The Limited Partners agree to vote for a designee of Commerzbank AG as one of the Limited Partners' representatives on the Oversight Board designated pursuant to the Joint Management Agreement; provided, that such voting agreement will not apply at any time that Commerzbank AG owns less than 20.618 Interests in the Partnership and the Other Fund Entities. The Amendment shall become effective as of the 18th day of July, 1995 upon its execution by a Majority-in-Interest of the Partnership's Partners (as such term is defined in section 4.09(b) of the Agreement). EXECUTED as of the 19th day of July, 1995. EUROPEAN BANK ----------------------------------------- Print Name of Partner By: /s/ [signature] ---------------------------------- Authorized Officer of Partner ATTEST:
Commerzbank AG. The Limited Partners agree to vote for a designee of Commerzbank AG as one of the Limited Partners' representatives on the Oversight Board designated pursuant to the Joint Management Agreement; provided, that such voting agreement will not apply at any time that Commerzbank AG owns less than 20.618 Interests in the Partnership and the Other Fund Entities. The Amendment shall become effective as of the 18th day of July, 1995 upon its execution by a Majority-in-Interest of the Partnership's Partners (as such term is defined in Section 4.09(b) of the Agreement). EXECUTED as of the 18th day of July, 1995. Henrx X. Xxxxxxxx ------------------------------------------------ Print Name of Partner By: /s/ Henrx X. Xxxxxxxx ------------------------------------- Authorized Officer of Partner ATTEST: /s/ Chrixxxxx Xxxxxxxx ----------------------------------------- 66 AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PIONEER POLAND U.S., L.P. Pursuant to authority duly conferred on the undersigned general partner (the "General Partner") by Section 2.01(m) of the Amended and Restated Limited Partnership Agreement of Pioneer Poland U.S., L.P. (the "U.S. Partnership"), dated as of January 20, 1995 and further amended as of July 18, 1995 (the "U.S. Partnership Agreement"), the General Partner hereby amends Schedule A to the U.S. Partnership Agreement by replacing the existing Schedule A to such agreement with the schedule attached hereto, and thereby reflecting the purchase of additional Interests of the U.S. Partnership by the European Bank for Reconstruction and Development and DEG - Deutsche Investitions-und Entwicklungsgesellschaft mbH. This amendment is effective as of July 18, 1995, and, in accordance with Section 2.01(m) of the U.S. Partnership Agreement, is deemed to be a part of the U.S. Partnership Agreement and is incorporated therein.
Commerzbank AG. The Limited Partners agree to vote for a designee of Commerzbank AG as one of the Limited Partners' representatives on the Oversight Board designated pursuant to the Joint Management Agreement; provided, that such 54 voting agreement will not apply at any time that Commerzbank AG owns less than 20.618 Interests in the Partnership and the Other Fund Entities. It is acknowledged by the Limited Partners that Commerzbank AG is a partner in the Partnership and that Commerzbank AG has made the foregoing agreement of the Limited Partners a condition of its investment in the Partnership. This Amendment may be executed in a number of counterparts, all of which together shall for all purposes constitute one Amendment to the Agreement, binding on all the Partners, notwithstanding that all Partners have not executed the same counterpart. The Amendment shall be deemed to have become effective on the 18th day of July, 1995 upon its execution as a Deed by a Majority-in-Interest of the Partnership's Partners (as such term is defined in Section 4.09(b) of the Agreement). EXECUTED as a Deed. Date: July 19, 1995 Pioneer Poland UK Limited --------------------------------------- Print Name of Partner By: GODFXXX XXXXXXXXX By: /s/ Godfxxx Xxxxxxxxx ----------------------------------- ---------------------------------- Print Name of First Authorized Signature of First Authorized Director Director By: RICHXXX XXXBY PHILXXXX By: /s/ Richxxx X. Xxxxxxxx ----------------------------------- ---------------------------------- Print Name of Second Authorized Signature of Second Authorized Director or Secretary Director or Secretary EXECUTED as a Deed. Date: July 19, 1995 MERCURY ASSET MANAGEMENT plc ON BEHALF OF ITS DISCRETIONARY INVESTMENT MANAGEMENT CLIENT, MERCURY EUROPEAN PRIVATISATION TRUST plc --------------------------------------- Print Name of Partner By: RICHXXX XXXXXXXX By: /s/ Richxxx Xxxxxxxx ----------------------------------- ---------------------------------- Print Name of First Authorized Signature of First Authorized Director Director By: PAUL XXXXXXXX By: /s/ Paul Xxxxxxxx ----------------------------------- ---------------------------------- Print Name of Second Authorized Signature of Second Authorized Director or Secretary Director or Secretary EXECUTED as a Deed. Date: July 18, 1995 MORGXX XXXEL LIMITED --------------------------------------- Print Name of Partner By: PETEX XXXIX XXXXX By: /s/ Petex Xxxix Xxxxx ----------------------------------- ----------------...
Commerzbank AG. New York Branch, agrees that it will not assign to a Purchasing Lender any part of its Credit Exposure such that, after giving effect to such assignment, Commerzbank AG, New York Branch's Percentage shall be less than twenty five percent (25%), unless its failure to do so shall (or in Commerzbank AG, New York Branch's reasonable judgment is likely to) constitute a violation of any Requirement of Law. Notwithstanding the foregoing, nothing herein shall restrict or limit Commerzbank AG, New York Branch, from selling a participating interest in any portion, or all, of its Credit Exposure.
Commerzbank AG. Los Angeles Branch, agrees that it will not assign to a Purchasing Lender any part of its Credit Exposure such that, after giving effect to such assignment, Commerzbank AG, Los Angeles Branch's Percentage shall be less than 20%, unless the foregoing shall (or in Commerzbank AG, Los Angeles Branch's reasonable judgment is likely to) constitute a violation of any Requirement of Law. Notwithstanding the foregoing, nothing herein shall restrict or limit Commerzbank AG, Los Angeles Branch, from selling a participating interest in any portion, or all, of its Credit Exposure.
