EXHIBIT 3.4
AMENDMENT ONE
TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
NATIONAL PROPERTY ANALYSTS
MASTER LIMITED PARTNERSHIP
This Amendment One ("Amendment") to the Amended and Restated Limited Partnership
Agreement of the National Property Analysts Master Limited Partnership (the
"Partnership"), dated January 1, 1990 (the "Partnership Agreement") is made as
of this 11th day of November 2003.
BACKGROUND
WHEREAS, the Partnership Agreement may not make sufficient or appropriate
provision for the transfer of Interest by the Partners; and
WHEREAS, EBL&S, Inc., a Delaware corporation, the Managing General Partner of
the Partnership (the "Managing General Partner") and Xxxxxxx International,
Inc., the Equity General Partner of the Partnership, have determined that the
changing needs and evolving interests of the Partnership require that some
accommodation be made to facilitate Transfers, while maintaining the integrity
of the structure of the Partnership,: and
WHEREAS, the General Partner and the Equity General Partner have determined that
the most convenient and fair method of providing for such Transfer is for a
limited number of Transfers of Interests to be permitted; and
WHEREAS, each Interest consists of an aggregate number of units determined at
the time of the effective date of the Partnership Agreement (the "Units"); and
WHEREAS, the Partnership has permitted certain Transfers in the past and intends
to confirm such past Transfers and facilitate future Transfers; and
WHEREAS, the Managing General Partner has determined to amend the Partnership
Agreement, pursuant to the authority conferred in Section 11.2(b) thereof, to
provide for a limited number of Transfers of Interests or Units by the Partners.
NOW THEREFORE, the Partnership Agreement is amended as follows:
1. Definitions. All terms not otherwise defined in this Amendment shall
have the meaning given them in the Partnership Agreement. Section 2.1 of the
Partnership Agreement is amended by adding or amending the following
definitions:
"Equity General Partner" means Xxxxxxx International, Inc., a
Pennsylvania corporation, or any Person becoming an additional or
successor equity general partner of the Partnership in accordance with
this Agreement.
"Managing General Partner" or "General Partner" means EBL&S, Inc., a
Delaware corporation, or any Person becoming an additional or successor
managing general partner of the Partnership in accordance with this
Agreement.
"Unit" means the aggregate of units determined at the time of the
effectiveness of this Agreement.
2. Transfer of Limited Partner Interests. Section 6.2 of the
Partnership Agreement is amended as follows:
Section 6.2 Transfer of Limited Partner Interests.
(a) No Limited Partner shall have the right to withdraw from the
Partnership or Transfer its Interest prior to the completion of the
dissolution and winding up of the Partnership, except as contemplated
by Section 6.1 and this Section. No Limited Partner may voluntarily
Transfer all or any part of his Interest without the written consent of
the Managing General Partner and only on such terms and conditions as
the Managing General Partner may deem necessary or advisable in its
sole and absolute discretion. No Transfer of any Interest shall be made
nor be effective if such Transfer would be in violation of any state or
federal securities laws or any other law applicable to the Partnership,
or would result in a termination of the Partnership for tax purposes.
(b) Except as provided in subparagraph (c) and (d) of this Section 6.2,
the Limited Partners are prohibited from selling their Interests in the
Partnership unless (and shall sell their InterestS in the Partnership
if) such sale (i) is made at the Managing General Partner's direction,
(ii) is accomplished in a single transaction involving the sale of all
the Limited Partners' Interests to a single purchaser, and (iii) is
accomplished simultaneously with the sale of the Managing General
Partner's Interest in the Partnership.
(c) Limited Partners may otherwise Transfer their Interests or Units as
follows: (i) a Limited Partner who is a natural person may Transfer his
Interest by will, inheritance or operation of law; (ii) a Limited
Partner which is a corporation, partnership or other legal entity may
Transfer its Interest to any successor to all or substantially all of
the assets of such entity; (iii) a Limited Partner may submit a written
request to the Managing General Partner for permission to Transfer his
Interest or Units; and (iv) any Interest received by a Limited Partner
whose interest in a Participating Partnership is pledged at the time of
the effectiveness of this Agreement may continue to be pledged on the
terms and conditions applicable to the pledge partnership interest
existing at the time of such effectiveness. In the event of a request
to the Managing General Partner for a Transfer of Interests or Units
under subparagraph (c)(iii) the Managing General Partner shall not
approve a Transfer if such Transfer results in a transfer of more than
the lesser of: 750 Units, or the Interests of 15 Limited Partners in
any calendar year. The Managing General
Partner will consider written requests submitted pursuant to
subparagraph (c) (iii) in the chronological order received beginning on
the first day of January 2003. Any Limited Partner whose request for
Transfer of his Interest or Units is approved by the Managing General
Partner may submit additional requests for Transfer but such additional
requests will be considered only after the Managing General Partner has
considered all requests for Transfer from Limited Partners who have not
previously submitted requests for Transfer pursuant to subparagraph (c)
(iii). Such determination of availability shall be made by December 15,
in any year, and such additional requests may be approved only to the
extent permitted by subparagraph (c) (iii), above. All Transfers of
Interests or Units approved by the Managing General Partner prior to
the effective date of this Amendment, where not otherwise contemplated
by subparagraphs (c) (i), (ii), or (iv), above, are approved nunc pro
tunc pursuant to subparagraph (c) (iii). The Transfer of any Interest
permitted pursuant to this subparagraph (c) shall be evidenced solely
by an entry in the books and records of the Partnership. Any Transfer
made pursuant to this subparagraph must be made in compliance with
subparagraph (a) of this Section 6.2.
(d) No Transfer approved by the Managing General Partner under
subparagraph (c) above, shall constitute an admission of the transferee
("Transferee") as a Substituted Limited Partner pursuant to Section
6.3, nor shall such approval serve to confer upon the Transferee any
rights as a Limited Partner under the Partnership Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and
delivered by its duly authorized officer as of the day and year first above
written.
EBL&S, INC.,
Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx Witness: /s/ Xxxxx X. Xxxxx
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XXXXXXX INTERNATIONAL, INC.
Equity General Partner
By: /s/ Xxxxxx XxXxxxxx Witness: /s/ Xxxxx X. Xxxxx
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