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EXHIBIT 3.5.1
AGREEMENT OF LIMITED PARTNERSHIP
OF
STRATEGIC TIMBER PARTNERS, LP
This is a Limited Partnership Agreement, made and entered into as of
April 21, 1998, by and between STRATEGIC TIMBER OPERATING CO., a Delaware
corporation (hereinafter referred to as the "General Partner") and STRATEGIC
TIMBER TRUST, INC., a Georgia corporation (hereinafter sometimes referred to as
"Limited Partner").
STATEMENT OF BACKGROUND INFORMATION
The parties desire to form Strategic Timber Partners, LP as a Delaware limited
partnership (the "Partnership") and to enter into this limited partnership
agreement.
STATEMENT OF AGREEMENT
The parties hereto desire to do business as a limited partnership
pursuant to the provisions of the Revised Uniform Limited Partnership Act (the
"Act"), as enacted in Delaware, and in consideration of the mutual covenants and
agreements herein contained, the parties do hereby agree as follows:
ARTICLE 1: GENERAL PROVISIONS.
1.1 NAME OF THE PARTNERSHIP. The name of the Partnership is Strategic
Timber Partners, LP, or such other name as the General Partner may from time to
time determine.
1.2 BUSINESS OF THE PARTNERSHIP. The Partnership shall acquire, hold,
own, manage and transfer timberlands; sell and otherwise dispose of the timber
grown on such property; and engage in such other activities as shall be
necessary, desirable or appropriate to effectuate the foregoing purposes.
1.3 PLACE OF BUSINESS; AGENT FOR SERVICE OF PROCESS. The location of
the principal place of business of the Partnership shall be at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as shall be
selected from time to time by the General Partner in its sole discretion. The
Corporation Trust Company shall act as registered agent of the Partnership and
the Registered Office of the Partnership shall be Corporation Trust Center, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. The registered office and registered agent
may be changed from time to time
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as the General Partner deems advisable by filing notice of such changes with the
Secretary of State in accordance with the Act.
1.4 DURATION OF THE PARTNERSHIP. The Partnership shall commence upon
the date hereof and shall continue until the occurrence of an act or event
specified in this Agreement or by law as one effecting dissolution.
1.5 PARTNERS' ADDRESSES. The address of each partner is as follows:
(a) The General Partner's address is ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(b) The Limited Partner's address is ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
1.6 NATURE OF PARTNERS' INTERESTS. The interest of the partners in the
Partnership shall be personal property for all purposes. All property owned by
the Partnership, whether real or personal, tangible or intangible, shall be
deemed to be owned by the Partnership as an entity, and no partner,
individually, shall have any ownership of such property.
1.7 GENERAL PARTNER. In no event shall the filing of a certificate of
dissolution with respect to the General Partner or the revocation of its charter
(after lapse of time or otherwise) cause the General Partner to cease to be the
general partner of the Partnership.
ARTICLE 2: FINANCIAL MATTERS
2.1 CAPITAL CONTRIBUTIONS. One hundred dollars shall constitute the
capital contribution of the partners, and the partners agree to contribute their
respective shares (determined in accordance with the percentages set forth in
Section 2.2 hereof) of such capital contribution promptly upon the receipt of a
request therefor from the General Partner. The partners shall not at any time be
obligated or required to make any other contributions of capital to the
Partnership, notwithstanding any other provision of this Agreement.
2.2 PROFITS AND LOSSES; CAPITAL ACCOUNTS; FISCAL YEAR. Except as
otherwise provided in this Agreement, the net profits and the net losses of the
Partnership shall be allocated to the partners in the following percentages:
General Partner 1%
Limited Partner 99%
All items of depreciation, gain, loss, deduction or credit shall, for tax
purposes, be allocated in the same percentage in which the partners share
profits and losses, except as otherwise provided herein. The fiscal year of the
Partnership shall be the calendar year.
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2.3 IRC SS.704(c). In accordance with IRC ss.704(c) and the Treasury
Regulations thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Partnership, or after the assets of
the Partnership have been revalued under Regulation ss.1.704- 1(b)(2)(iv)(g),
shall, solely for tax purposes, be allocated among the Partners so as to take
into account any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its fair market value as of the
date of contribution or revaluation including, but not limited to, special
allocations to a contributing partner that are required under IRC ss.704(c) to
be made upon distribution of such property to any of the non-contributing
partners. Any elections or other decisions relating to such allocations shall be
made by the General Partner. Allocations pursuant to this Section 2.3 are solely
for purposes of federal, state and local taxes and shall not affect, or in any
way be taken into account in computing, any partner's capital account or share
of profit, loss, other items, or distributions pursuant to any provision of this
Agreement.
2.4 TAX MATTERS PARTNER. For purposes of IRC ▇▇.▇▇. 6621 through 6623,
the General Partner shall be the tax matters partner of the Partnership.
2.5 FINANCING. The General Partner is hereby authorized to arrange such
financing as the General Partner may deem appropriate to the conduct of the
Partnership business. The General Partner is hereby expressly authorized to
arrange such financing and in the name of the Partnership to borrow money and as
security therefor to encumber all or any part of the Partnership assets and to
refinance any indebtedness secured by any of the Partnership assets or to
increase, modify, consolidate, extend or prepay the same in whole or in part.
2.6 DISTRIBUTIONS. In the sole discretion of the General Partner,
available cash of the Partnership will be distributed in accordance with the
respective percentage shares of the partners in the net profits and net losses
of the Partnership.
ARTICLE 3: ASSIGNABILITY OF INTERESTS.
3.1 ASSIGNMENT AND SUBSTITUTION OF LIMITED PARTNER'S INTEREST. The
interest of the Limited Partner may not be assigned in whole or in part.
3.2 ASSIGNMENT OF GENERAL PARTNER'S INTEREST. The General Partner may
not assign its interest (or any part thereof) in the Partnership or admit a new
General Partner or a new Limited Partner without the consent of all of the
Limited Partners of the Partnership.
ARTICLE 4: DISSOLUTION AND TERMINATION.
4.1 EVENTS OF DISSOLUTION. The Partnership shall be dissolved:
(a) upon the mutual consent of all the partners;
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(b) upon the occurrence of an event specified under the laws
of the State of Delaware as one effecting dissolution;
(c) in any event, at 12:00 midnight on December 31, 2097.
4.2 DISSOLUTION AND WINDING UP. Upon the dissolution of the
Partnership, the General Partner shall proceed with reasonable promptness to
wind up the affairs of the Partnership. After payment of liabilities owing to
creditors, including partners, the General Partner or liquidator shall set up
such reserves as the General Partner or liquidator deems reasonably necessary or
appropriate for any contingent or unforeseen liabilities or obligations of the
Partnership. Such reserves may be paid over by the General Partner or liquidator
to a bank or an attorney at law, to be held in escrow for the purpose of paying
any such contingent or unforeseen liabilities or obligations and, at the
expiration of such period as the General Partner or liquidator may deem
advisable, such reserves shall be distributed to the partners or their assigns
in accordance with their respective percentage interests in profits and losses.
After paying such liabilities and setting up such reserves, the General Partner
or liquidator shall cause the remaining net assets of the Partnership to be
distributed to the partners or their assigns in accordance with their respective
percentage interests in profits and losses. In the event any of the net assets
consist of notes receivable or other non-cash assets, the cash shall be
distributed first and the notes receivable and non-cash assets last.
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IN WITNESS WHEREOF, the partners have executed this agreement, under
seal, as of the date first above written.
GENERAL PARTNER:
STRATEGIC TIMBER OPERATING CO., a Delaware
corporation
By: /s/
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Its: Vice-President
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LIMITED PARTNER:
STRATEGIC TIMBER TRUST, INC., a Georgia
corporation
By: /s/
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Its: Vice-President
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