Series E Preferred Units. Agreed Value Series E Contribution Cash of Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest --------------- ---- ------------- -------- ------------- ----- -------- LIMITED PARTNER: Fifth Third Equity Exchange 8/31/99 $11,022,000 -- $11,022,000 220,440 100.0000% Fund 1999, LLC ----------- -------------- ----------- ------- -------- TOTAL SERIES E PREFERRED UNITS $11,022,000 -- $11,022,000 220,440 100.0000% =========== ============== =========== ======= ========
Series E Preferred Units. (A) The authorized number of Series E Preferred Units shall be unlimited. Series E Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.
Series E Preferred Units. Except as set forth in Schedule 6.20, so long as any of the Sellers hold Series E Preferred Units (or any equity of Buyer and/or Holdings into which Series E Preferred Units have been exchanged or converted (such equity, “Successor Equity”)), Buyer and Holdings will not (a) undertake a merger, combination, consolidation, recapitalization or other similar transaction in which any of the Existing Preferred Units or Series E Preferred Units (or any Successor Equity) are converted into, exchanged or redeemed for securities or other property or (b) otherwise cause or permit any Series E Preferred Units to be exchanged or redeemed for, or converted into, securities of any Person or property, including Holdings, or any Person that owns or will own all of the equity interests in Holdings or any Affiliate of or successor (by merger or otherwise) to Holdings or such Person (such Person, a “Successor Person”), or transferred to Holdings or any Successor Person, unless the holders of Series E Preferred Units (or any Successor Equity) receive the same form and amount of consideration as the consideration payable to the holders of the Existing Preferred Units (or any Successor Equity), and are subject to any lock-ups not more restrictive than those governing the holders of the Existing Preferred Units (or any Successor Equity).
Series E Preferred Units. Under the authority granted to it by Section 4.2.A hereof, the General Partner hereby establishes and designates as Preferred Units an additional class of Partnership Units entitled “Series E Cumulative Redeemable Preferred Units” (the “Series E Preferred Units”). Series E Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit L hereto.
Series E Preferred Units. Section 4.2 of the Partnership Agreement is hereby amended by adding after Section 4.2.H the following section:
Series E Preferred Units. Agreed Value of Contribution Cash Contributed Total Series E Name of Partner Date Contributions Property Contributions Partnership Units Percentage Interest Limited Partner: Fifth Third Equity Exchange Fund 1999, LLC 8/31/99 $ 11,022,000 — $ 11,022,000 220,440 100.0000 % Fifth Third Equity Exchange Fund 1999, LLC 6/30/06 ($11,022,000 ) — ($11,022,000 ) (220,440 ) (100.0000 %) Total Series E Preferred Units 0 — 0 0 000.0000 %
Series E Preferred Units. 85 Section 18.1.
Series E Preferred Units. Agreed Value Series E Contribution Cash of Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest --------------------------------- ------------- -------------- -------------- ----------------- -------------- -------------- LIMITED PARTNER: Fifth Third Equity Exchange 8/31/99 $11,022,000 -- $11,022,000 220,440 100.0000% Fund 1999, LLC ============== ============== ================= ============== ============== TOTAL SERIES E PREFERRED UNITS $11,022,000 -- $11,022,000 220,440 100.0000% ============== ============== ================= ============== ============== EXHIBIT B NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) exchanges ____________ Limited Partnership Units in AMB Property II, L.P. in accordance with the terms of the Limited Partnership Agreement of AMB Property II, L.P. dated as of _________________, as amended, and the rights of [Series E] Redemption referred to therein, (ii) surrenders such Limited Partnership Units and all right, title and interest therein and (iii) directs that the cash (or, if applicable, Preferred Stock) deliverable upon [Series E] Redemption or exchange be delivered to the address specified below, and if applicable, that such Preferred Stock be registered or placed in the name(s) and at the address(es) specified below. Dated: ------------------------ Name of Limited Partner: --------------------------------- (Signature of Limited Partner) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: --------------------------------- Issue Shares in the name of: Please insert social security or identifying number: Address (if different than above): EXHIBIT C CONSTRUCTIVE OWNERSHIP DEFINITION
Series E Preferred Units. E TO Series E Preferred Unitholders E T Series E Preferred Unitholders ISSUANCE AND DISTRIBUTIONS In April 2019, ETO issued 32,000,000 ETO Series E Preferred Units at a price to the public of $25.00 per unit. Distributions on the ETO Series E Preferred Units are cumulative from and including the date of original issue and are payable quarterly in arrears on the 15th day of February, May, August and November of each year, in each case when, as, and if declared by XXX’s general partner. Distributions on the ETO Series E Preferred Units will be payable out of amounts legally available therefor from and including the date of original issue to, but excluding, May 15, 2024, at a rate equal to 7.600% per annum of the $25.00 liquidation preference per ETO Series E Preferred Unit (equal to $1.900 per ETO Series E Preferred Unit per annum). On and after May 15, 2024, distributions on the ETO Series E Preferred Units will accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 5.161% per annum. By adoption of Amendment No. 8 to the ET Partnership Agreement, ET will create the ET Series E Preferred Units, which, following the effective time of the Merger, will (i) rank pari passu with the other ET Preferred Units with respect to distributions and rights upon liquidation and (ii) have substantially the same preferences, rights, powers and duties as the ETO Series E Preferred Units (other than any non- substantive differences to reflect the issuance of such securities by ET, as opposed to ETO). Distributions on the Series ET E Preferred Units will be cumulative from and including February 16, 2021 and will be payable quarterly in arrears on the 15th day of February, May, August and November of each year, in each case when, as, and if declared by ET’s general partner. Distributions on the ET Series E Preferred Units will be payable out of amounts legally available therefor from and including the date of original issue to, but excluding, May 15, 2024, at a rate equal to 7.600% per annum of the $25.00 liquidation preference per ET Series E Preferred Unit (equal to $1.900 per ET Series E Preferred Unit per annum). On and after May 15, 2024, distributions on the ET Series E Preferred Units will accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 5.161...
Series E Preferred Units. 85 ARTICLE
