Exhibit A
AGREEMENT OF LIMITED PARTNERSHIP
OF
JRS PROPERTIES L.P.,
AN IDAHO LIMITED PARTNERSHIP
(Excerpts)
. . .
ARTICLE 2
DEFINITIONS
Unless otherwise expressly provided herein or unless the
context otherwise requires, the terms with initial capital
letters in this Partnership Agreement shall be defined as
follows:
2.1 "Act" shall mean the Idaho Revised Uniform Limited
Partnership Act, codified at Title 53, Chapter 2, of the Idaho
Code, and any corresponding provisions of succeeding law.
. . .
2.5 "Agreement" shall mean this Agreement of Limited
Partnership, as amended from time to time.
. . .
2.12 "General Partner" means J.R. Simplot, any other Person
who is admitted by a Majority of the General Partners as an
additional General Partner pursuant to Section 5.10 hereof, and
any other Person who is elected or admitted hereto as a General
Partner pursuant to Section 5.8 or 6.1 of this Agreement.
Reference to a "General Partner" shall be to J.R. Simplot,
initially, and if other General Partners are added, to any one of
the General Partners.
. . .
2.16 "Limited Partners" refers to Person who are admitted to
the Partnership as a limited partner. Reference to a "Limited
Partner" shall be to any one of the Limited Partners.
2.17 "Majority of the General or Limited Partners" means the
vote of the Partners (General or Limited, by class) who own, in
the aggregate, by class, more than fifty percent (50%) of the
total outstanding Percentage Interests. Each Partner shall have
a number of votes equal to the Percentage Interests of such
Partner as determined under Section 2.21.
. . .
2.20 "Partnership" refers to JRS Properties L.P., the
partnership governed by this Agreement.
. . .
2.22 "Person" means any individual, partnership,
corporation, trust, or other entity.
. . .
ARTICLE 5
RIGHTS AND DUTIES OF THE GENERAL PARTNER
5.1 MANAGEMENT AND CONTROL. The General Partner (or a
Majority of the General Partners, if more than one should then be
acting) shall have exclusive management and control of the
business of the Partnership, and all decisions regarding the
management and affairs of the Partnership shall be made by the
General Partner. The General Partner shall have all the rights
and powers of a general partner as provided in the Act and as
otherwise provided by law. If more than one General Partner
should then be acting, any General Partner may take an action
which is necessary, proper or desirable to carry out the
aforementioned duties and responsibilities if the amount involved
does not exceed One Million Dollars ($1,000,000.00). Any such
action which involves an amount in excess of One Million Dollars
($1,000,000.00) may not be undertaken without the approval of a
Majority of the General Partners. Except as otherwise expressly
provided in this Agreement, the General Partner is hereby granted
the right, power and authority to do on behalf of the Partnership
all things which, in its sole judgment, are necessary, proper or
desirable to carry out the aforementioned duties and
responsibilities including, but not limited to, the right, power
and authority from time to time to do those things specified
elsewhere in this Agreement and the following:
. . .
(b) To acquire, improve, manage, charter, operate,
sell, transfer, exchange, encumber, pledge, borrow against
and dispose of any real, personal or intangible property of
the Partnership;
. . .
(e) Subject to Section 10.4, to enter into notes,
lending, security agreements/arrangements, nominee
agreements, voting trusts, deeds of trust, credit
arrangement, management agreements and any other similar or
related agreement or arrangement involving the real,
personal or intangible property of the Partnership as the
General Partner deems necessary or appropriate to accomplish
the purposes of the Partnership;
. . .
(g) To enter into margin agreements/arrangements, short and
long sales, and hedging agreements/arrangements with respect to
securities, marketable and non-marketable.
. . .
