URSTADT REALTY SHARES II LP LIMITED PARTNERSHIP AGREEMENT March 7, 2007
Exhibit
2
URSTADT
REALTY SHARES II LP
March
7,
2007
TABLE
OF
CONTENTS
| Page | |
| ARTICLE I DEFFINITIONS |
1
|
|
ARTICLE
II ORGANIZATION
|
5
|
|
2.1 Formation
of Limited Partnership
|
5
|
|
2.2 Name
of Partnership
|
5
|
|
2.3 Principal
Office, Registered Office and Agent
|
5
|
|
2.4 Term
of Partnership
|
5
|
|
2.5 Objects
of Partnership
|
6
|
|
2.6 Actions
of Partnership
|
6
|
|
ARTICLE
III CAPITAL
|
7
|
|
3.1 Contributions
to Capital
|
7
|
|
3.2 Rights
of Partners in Capital
|
7
|
|
3.3 Capital
Accounts
|
7
|
|
3.4 Allocations
|
8
|
|
3.5 Tax
Allocations: Code Section 704(c)
|
10
|
|
3.6 Distributions
|
11
|
|
ARTICLE
IV
MANAGEMENT
|
11
|
|
4.1 Rights,
Duties and Powers of the General Partner
|
11
|
|
4.2 Delegation
of Duties
|
13
|
|
4.3 Rights
of Limited Partners
|
13
|
|
4.4 Activities
of General Partner
|
13
|
|
4.5 Indemnification
of General Partner
|
13
|
|
ARTICLE
V
ADMISSIONS, TRANSFERS AND WITHDRAWALS
|
14
|
|
5.1 Admission
of Limited Partners
|
14
|
|
5.2 Admission
of Additional General Partner
|
14
|
|
5.3 Transfer
of Interests of Limited Partners
|
14
|
|
5.4 Transfer
of Interest of General Partner
|
14
|
|
5.5 Withdrawal
of Interests of Partners
|
14
|
|
ARTICLE
V1 LIQUIDATION
|
15
|
|
6.1 Liquidation
of Partnership Assets
|
15
|
|
6.2 Expenses
of Liquidator(s)
|
15
|
|
6.3 Duration
of Liquidation
|
16
|
|
6.4 No
Liability for Return of Capital
|
16
|
|
ARTICLE
VII ACCOUNTING;
BOOKS AND RECORDS
|
16
|
|
7.1 Accounting
and Reports
|
16
|
|
7.2 Determinations
by General Partner
|
16
|
|
7.3 Books
and Records
|
16
|
|
ARTICLE
VIII GENERAL
PROVISIONS
|
17
|
|
8.1 Amendment
of Partnership Agreement
|
17
|
|
8.2 Voting
|
17
|
|
8.3 Power
of Attorney
|
17
|
|
8.4 Notices
|
18
|
|
8.5 Agreement
Binding Upon Successors and Assigns
|
18
|
|
8.6 Governing
Law
|
18
|
|
8.7 Not
for Benefit of Creditors
|
18
|
|
8.8 Counterparts
|
18
|
|
8.9 Separability
of Provisions
|
19
|
|
8.10 Entire
Agreement
|
19
|
|
8.11 Consents
|
19
|
|
8.12 Captions
and Titles
|
19
|
|
8.13 Costs
and Expenses; Fees of the General Partner
|
19
|
URSTADT
REALTY SHARES II LP
This
Limited Partnership Agreement is made effective as of the 7th
day of
March, 2007, by and among Urstadt Property Company, Inc. as general partner,
and
the person whose name is subscribed at the end hereof as a limited
partner.
ARTICLE
I
DEFINITIONS
For
purposes of this Agreement:
“Act”
means
the Delaware Revised Uniform Limited Partnership Act, as in effect on the
date
hereof, and as amended from time to time, or any successor law.
“Additional
Shares” means
shares received by the Partnership in connection with (i) a Dividend
Reinvestment Plan, or (ii) other stock dividends or stock distributions from
UBP. “Additional Shares” shall also include any shares similarly received by the
Partnership from any other corporation with respect to Replacement
Shares.
“Adjusted
Capital Account Deficit”
means,
with respect to a Partner, the deficit balance, if any, in that Partner’s
Capital Account as adjusted under Section 3.3.
“Agreement”
means
this Limited Partnership Agreement, as amended from time to time.
“Capital
Account”
means
with respect to each Partner the capital account established and maintained
on
behalf of such Partner as described in Section 3.3.
“Capital
Contribution”
means
any contribution of cash or property by a Partner to the capital of the
Partnership.
“Certificate”
means
the certificate of limited partnership referred to in
Section 2.1.
“Code”
means
the Internal Revenue Code of 1986, as amended and as hereafter amended, or
any
successor law.
“Contributed
Shares”
means
Shares contributed to the Partnership pursuant to a Capital
Contribution.
“CJU”
means
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
“Depreciation”
means,
for each Fiscal Year, an amount equal to the depreciation, amortization,
or
other cost recovery deduction allowable for Federal income tax purposes with
respect to an asset for such Fiscal Year, except that if the Gross Asset
Value
of an asset differs from its adjusted basis for Federal income tax purposes
at
the beginning of such Fiscal Year, Depreciation shall be an amount which
bears
the same ratio to such beginning Gross Asset Value as the Federal income
tax
depreciation, amortization, or other cost recovery deduction for such Fiscal
Year bears to such beginning adjusted tax basis; provided, however, that
if the
adjusted basis for Federal income tax purposes of an asset at the beginning
of
such Fiscal Year is zero, Depreciation shall be determined with reference
to
such beginning Gross Asset Value using any reasonable method selected by
the
General Partner.
“Dividend”
shall
have the meaning set forth in Section 316(a) of the Code.
“Dividend
Reinvestment Plan”
means
any plan pursuant to which the Partnership shall be given the option to receive
additional stock in lieu of distributions in cash.
“Fiscal
Year”
means
each period commencing on January 1 of each year and ending on December 31
of
each year (or on the date of a final distribution pursuant to
Section 6.1(a)(iii)), unless the General Partner shall elect another fiscal
year for the Partnership which is a permissible tax year under the
Code.
“General
Partner”
means
UPCO, or any successor general partner admitted pursuant to Section 5.4
hereof.
“Gross
Asset Value”
means,
with respect to any asset, the adjusted basis of the asset for U.S. federal
income tax purposes, adjusted as follows:
(i) The
initial Gross Asset Value of any asset contributed (or deemed contributed
under
Code Sections 704(b) and the Treas. Regs. promulgated thereunder) by a Partner
to the Partnership will be the gross fair market value of the asset on the
date
of the contribution, as determined by the General Partner (and in the case
of
Initial Shares, the agreed fair market value thereof as set forth on Annex
B
hereto).
(ii) The
Gross
Asset Values of all Partnership assets will be adjusted to equal the respective
fair market values of the assets, as determined by the General Partner, as
of
(a) the acquisition of an additional interest in the Partnership by any new
or
existing Partner in exchange for more than a de
minimis
capital
contribution, (b) the distribution by the Partnership to a Partner of more
than
a de
minimis
amount
of Partnership property as consideration for an interest in the Partnership
if
the General Partner reasonably determines an adjustment is necessary or
appropriate to reflect the relative economic interests of the Partners in
the
Partnership, and (iii) the liquidation of the Partnership within the meaning
of
the Treas. Reg. § 1.704-1(b)(2)(ii)(g).
(iii) The
Gross
Asset Value of any Partnership asset distributed to any Partner will be the
gross fair market value of the asset.
(iv) The
Gross
Asset Values of Partnership assets will be increased or decreased to reflect
any
adjustment to the adjusted basis of the assets under Code Section 734(b)
or
743(b), but only to the extent that the adjustment is taken into account
in
determining Capital Accounts under Treas. Reg. § 1.704-1(b)(2)(iv)(m), provided
that Gross Asset Values will not be adjusted under this paragraph (iv) to
the
extent that the General Partner determines that an adjustment under paragraph
(ii) hereof is necessary or appropriate in connection with a transaction
that
would otherwise result in an adjustment under this paragraph (iv).
After
the
Gross Asset Value of any asset has been determined or adjusted under paragraphs
(i), (ii) or (iv) hereof, such Gross Asset Value will be adjusted by the
Depreciation, if any, taken into account with respect to the asset for purposes
of computing Profits or Loss.
“Initial
Capital Contribution”
means
a
Partner’s initial contribution to the capital of the Partnership pursuant to
Section 3.1(a) of this Agreement and as set forth on Annex A
hereto.
“Initial
Contributed Shares”
means
Shares contributed to the Partnership pursuant to an Initial Capital
Contribution.
“Limited
Partner”
means
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and any other Person admitted to the Partnership as a
Limited Partner.
“Partner”
means
the General Partner or any of the Limited Partners, except as otherwise
expressly provided herein, and “Partners” means the General Partner and all of
the Limited Partners.
“Partner
Minimum Gain”
means an
amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership
Minimum Gain that would result if such Partner Nonrecourse Debt were treated
as
a Nonrecourse Liability, determined in accordance with Treas. Reg. §
1.704-2(i)(3).
“Partner
Nonrecourse Debt” has
the
same meaning as the term “partner nonrecourse debt” set forth in Treas. Reg. §
1.704-2(b)(4).
“Partner
Nonrecourse Deductions”
has the
same meaning as the term “partner nonrecourse deductions” set forth in Treas.
Reg. §§ 1.704-2(i)(1) and 1.704-2(i)(2).
“Partnership”
means
Urstadt Realty Shares II LP.
“Partnership
Minimum Gain”
has the
same meaning as the term “partnership minimum gain” set forth in Treas. Reg.
§ 1.704-2(b)(2) and shall be determined in accordance with Treas. Reg. §
1.704-2(d).
“Partnership
Nonrecourse Deductions”
has the
same meaning as the term “partnership nonrecourse deductions” set forth in
Treas. Reg. §§ 1.704-2(c) and (j)(1)(ii).
“Percentage
Interest”
means,
with regard to a Partner, a fraction, expressed as a percentage, the numerator
of which is (i) the number of Contributed Shares contributed by such Partner
then held by the Partnership plus
(ii) the
number of Additional Shares received and then held by the Partnership with
respect to such Contributed Shares plus
(iii)
the number of Replacement Shares received and then held by the Partnership
with
respect to such Contributed Shares and/or Additional Shares, and the denominator
of which is the aggregate number of all Contributed Shares contributed by
all
Partners then held by the Partnership plus
the
aggregate number of all Additional Shares and Replacement Shares then held
by
the Partnership. The aggregate “Percentage Interests” of all Partners shall be
continuously re-calculated and shall always be equal to one-hundred percent
(100%). For the avoidance of doubt, any Contributed Shares which are Restricted
Shares shall be counted towards calculating a Partner’s Percentage Interest
until such time or times, as applicable, as such Restricted Shares are forfeited
in accordance with the terms and conditions of the Restricted Stock Award
Plans,
at which juncture(s), such Partner’s Percentage Interest shall be reduced to
reflect such forfeiture(s).
“Person”
means an
individual or a corporation, partnership, limited liability Partnership,
trust,
unincorporated organization, association or other entity.
“Profits
and Loss”
shall
have the meaning set forth in Section 3.4(a) hereof.
“Regulatory
Allocations”
has the
meaning set forth in Section 3.4(d) hereof.
“Replacement
Shares” means
shares received by the Partnership in exchange for all or any portion of
Contributed Shares in connection with, among other events, a stock split
or a
reverse stock split of the Shares, a merger of UBP into another entity, or
an
acquisition of UBP’s shares or assets. “Replacement Shares” shall also include
shares received by the Partnership in connection with similar future exchanges
of shares previously received by the Partnership in exchange for Contributed
Shares.
“Restricted
Shares” mean
shares received by the Partnership which are subject to UBP’s Restricted Stock
Award Plans.
“Restricted
Stock Award Plans” means
UBP’s Restricted Stock Award Plans, as amended, modified, supplemented and
extended.
“Shares”
shall
have the meaning set forth in Section 2.5 hereof.
“Tax
Rate”
means
the sum of federal, state and local marginal tax rates (expressed as a decimal)
for individuals resident in the State of New York in the highest marginal
applicable income bracket for such year applicable to ordinary income or
capital
gains, as appropriate (taking into consideration the deductibility of state
and
local income taxes and the application of the “alternative minimum tax” for
federal income tax purposes.)
“Treas.
Reg.”
means
the proposed, temporary or final regulations promulgated under the Code in
effect as of the date of filing the Certificate and the corresponding sections
of any regulations subsequently issued that amend or supersede those
regulations.
“UBP”
means
Urstadt ▇▇▇▇▇▇ Properties Inc., a Maryland corporation.
“UPCO”
means
Urstadt Property Company, Inc., a Delaware corporation.
“Undistributed
Additional Shares” means
Additional Shares not distributed by the Partnership to a Partner pursuant
to
Section 3.6(c) hereof.
ARTICLE
II
ORGANIZATION
| 2.1 |
Formation
of Limited Partnership.
|
(a) The
Certificate of Limited Partnership of the Partnership was filed with the
Secretary of State of the State of Delaware on March 7, 2007, and the
Partnership was formed and became effective under and pursuant to the Act
on
March 7, 2007.
(b) The
General Partner shall execute, acknowledge and file any amendments to the
Certificate as may be required by the Act and any other instruments, documents
and certificates which, in the opinion of the Partnership’s legal counsel, may
from time to time be required by the laws of the United States of America,
the
State of Delaware or any other jurisdiction in which the Partnership shall
determine to do business, or any political subdivision or agency thereof,
or
which such legal counsel may deem necessary or appropriate to effectuate,
implement and continue the valid and subsisting existence and business of
the
Partnership. Any required amendment to the Certificate shall be filed by
the
General Partner promptly following the event requiring such amendment. All
amendments may be signed either personally or by an
attorney-in-fact.
| 2.2 |
Name
of Partnership.
|
The
name
of the Partnership shall be Urstadt Realty Shares II LP or such other name
as
the General Partner may hereafter adopt upon causing an amendment to the
Certificate to be filed with the Secretary of State of the State of Delaware.
The Partnership shall have the exclusive ownership and right to use the
Partnership name so long as the Partnership continues, despite the expulsion,
resignation or removal of any Partner, but upon the Partnership’s termination,
the Partnership shall assign such names and the goodwill attached thereto
to the
General Partner.
| 2.3 |
Principal
Office, Registered Office and
Agent.
|
The
Partnership shall have its principal business office at ▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or
at
such other location as the General Partner may designate from time to
time.
The
Partnership shall have its registered office at the Corporation Trust Center,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as
the
General Partner may designate from time to time, and its initial registered
agent in Delaware shall be the Corporation Trust Company.
| 2.4 |
Term
of Partnership.
|
(a) The
term
of the Partnership commenced on March 7, 2007, and shall continue until the
earliest of the following dates:
(i) the
date
on which the General Partner shall elect to dissolve the Partnership;
or
(ii) the
date
on which (A) the General Partner is declared bankrupt by a court with
appropriate jurisdiction, (B) the General Partner files a petition commencing
a
voluntary case under any bankruptcy law, (C) the General Partner makes an
assignment for the benefit of creditors, (D) a receiver for the property
or
affairs of the General Partner is appointed, (E) the entire partnership interest
of the General Partner is withdrawn from the Partnership and a replacement
General Partner is not admitted to the Partnership in accordance with the
provisions of this Agreement and the Act, or (F) the General Partner is
dissolved and a winding up thereof is commenced.
(b) Except
as
provided in Section 2.4(a), Section 5.3 or in the Act, the death, mental
illness, dissolution, termination, liquidation, bankruptcy, reorganization,
merger, sale of substantially all of the stock or assets of or other change
in
the ownership or nature of a Partner, the admission to the Partnership of
a new
General or Limited Partner, or the transfer by a Partner of his interest
in the
Partnership to a third party shall not cause the Partnership to
dissolve.
(c) The
parties agree that irreparable damage would be done to the goodwill and
reputation of the Partners if any Limited Partner should bring an action
in
court to dissolve the Partnership. Care has been taken in this Agreement
to
provide for fair and just payment in liquidation of the interests of all
Partners. Accordingly, each Limited Partner hereby waives and renounces its
right to such a court decree of dissolution or to seek the appointment by
the
court of a liquidator for the Partnership except as provided
herein.
| 2.5 |
Objects
of Partnership.
|
The
object of the Partnership shall be to receive from the Partners as Capital
Contributions shares of Common Stock (the “Shares”) of UBP, to exercise all
rights of an owner of the Shares (and, if applicable, Additional Shares and/or
Replacement Shares), and to engage in any other activity as the General Partner
may determine.
| 2.6 |
Actions
by Partnership.
|
The
Partnership may execute, deliver and perform all contracts, agreements and
other
undertakings and engage in all activities and transactions as may, in the
opinion of the General Partner, be necessary or advisable to carry out the
objects of the partnership set forth in Section 2.5.
ARTICLE
III
CAPITAL
| 3.1 |
Contributions
to Capital.
|
(a) Initial
Capital Contributions.
Upon the
request of the General Partner, but in any event no sooner than March 16,
2007,
each Partner shall make an initial contribution to the capital of the
Partnership (the “Initial Capital Contribution”) equal to the number of Initial
Contributed Shares set forth opposite such Partner’s name on Annex A.
(b) No
other
Capital Contribution may be made by any Partner unless such Capital Contribution
shall have been approved in advance and in writing by all of the Partners.
All
Capital Contributions, subsequent to the Initial Capital Contribution, shall
be
made by each Partner in accordance with such Partner’s Percentage Interest at
the time such Capital Contribution is approved.
| 3.2 |
Rights
of Partners in Capital.
|
(a) No
Partner shall be entitled to interest on his Capital Contribution.
(b) No
Partner shall have the right to distributions or the return of any Capital
Contribution except (i) upon the dissolution of the Partnership pursuant
to
Section 6.1 or (ii) as provided in Section 3.6. The General Partner shall
not be
liable for the return of any such amounts. The General Partner shall have
the
right to redeem less than all of a Partner’s Partnership Interests
in-kind.
(c) No
Partner shall be required to pay to the Partnership or to any other Partner
or
to any other Person any deficit or negative balance which may exist from
time to
time in such Partner’s Capital Account.
| 3.3 |
Capital
Accounts.
|
(a) The
Partnership shall maintain a separate Capital Account for each
Partner.
(b) Each
Partner’s Capital Account shall have an initial balance equal to the net value
of the Initial Contributed Shares constituting such Partner’s Initial Capital
Contribution.
(c) Each
Partner’s Capital Account shall be increased by the sum of (i) the amount of any
additional Capital Contribution by such Partner to the Partnership pursuant
to
Section 3.1(b), plus (ii) the amount of all items of Profit, as defined in
Section 3.4(a) hereof, or other income or gain allocated to such Partner
pursuant to Sections 3.4(b), 3.4(c) and 3.4(d) hereof.
(d) Each
Partner’s Capital Account shall be reduced by the sum of (i) the amount of
distributions to such Partner pursuant to Sections 3.6 or 6.1, plus (ii)
the
amount of all items of Loss, as defined in Section 3.4(a) hereof, or other
expense or deduction allocated to such Partner pursuant to Sections 3.4(b),
3.4(c) and 3.4(d) hereof.
(e) If
a
Partnership interest or portion thereof is transferred in accordance with
this
Agreement, the Capital Account of the transferor with respect to such
Partnership interest or portion thereof shall carry over to the transferee
in
accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(l).
(f) For
any
taxable year in which the Partnership has a Code Section 754 election in
effect,
the Capital Accounts shall be maintained in accordance with Treas. Reg. §
1.704-1(b)(2)(iv)(m).
| 3.4 |
Allocations.
|
(a) Profits
and Losses.
Profits
and losses (“Profits and Loss”) allocated under this Section 3.4 shall be the
Partnership’s taxable income or loss determined in accordance with Code Section
703(a) (for this purpose, all items of income, gain, loss, or deduction required
to be stated separately pursuant to Code Section 703(a)(1) shall be included
in
taxable income or loss), with the following adjustments:
(i) Any
income of the Partnership that is exempt from Federal income tax and not
otherwise taken into account in computing Profits or Loss pursuant to this
definition of “Profits” and “Loss” shall be added to such taxable income or
loss;
(ii) Any
expenditures of the Partnership described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg.
§
1.704 1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
or Loss pursuant to this definition of “Profits” and “Loss” shall be subtracted
from such taxable income or loss;
(iii) In
the
event the Gross Asset Value of any Partnership asset is adjusted pursuant
to
subparagraphs (ii) or (iii) of the definition of “Gross Asset Value,” the amount
of such adjustment shall be taken into account as gain or loss from the
disposition of such asset for purposes of computing Profits and
Loss;
(iv) Gain
or
loss resulting from any disposition of Property with respect to which gain
or
loss is recognized for Federal income tax purposes shall be computed by
reference to the Gross Asset Value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its Gross Asset
Value;
(v) In
lieu
of the depreciation, amortization, and other cost recovery deductions taken
into
account in computing such taxable income or loss, there shall be taken into
account Depreciation;
(vi) To
the
extent an adjustment to the adjusted tax basis of any Partnership asset pursuant
to Code Section 734(b) or Code Section 743(b) is required pursuant to Treas.
Reg. § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
Accounts as a result of a distribution other than in complete liquidation
of a
Partner’s interest, the amount of such adjustment shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases the basis of the asset) from the disposition of the
asset
and shall be taken into account for purposes of computing Profits and Loss;
and
(vii) All
items
of Profit or Loss which are specially allocated pursuant to Sections 3.4(b),
3.4(c) and 3.4(d) shall also be determined by reference to the foregoing
principles.
(b) Allocations.
As of
the end of each Fiscal Year and after giving effect to the allocations set
forth
in Sections 3.4(c) and 3.4(d) hereof, Profits and/or Losses shall be allocated
to and among the Partners in accordance with their then Percentage
Interests.
(c) Regulatory
Allocations.
The
following allocations shall, except as otherwise provided, be made prior
to
allocations in Section 3.4(b) in the following order:
(i) Minimum
Gain Chargeback.
Notwithstanding any other provision of this Section 3.4, if there is a net
decrease in Partnership Minimum Gain or in any Partner Minimum Gain during
any
Fiscal Year or other period, prior to any other allocation pursuant hereto,
each
Partner shall be specifically allocated items of Partnership income and gain
for
such year (and, if necessary, subsequent years) in an amount and manner required
by Treas. Reg. §§ 1.704-2(f) and 1.704-2(i)(4). The items to be so allocated
shall be determined in accordance with Treas. Reg. § 1.704-2(j)(2).
(ii) Qualified
Income Offset.
In the
event any Partner unexpectedly receives any adjustments, allocations, or
distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5)
or (6), items of Partnership income and gain shall be specially allocated
to
each such Partner in an amount and manner sufficient to eliminate, to the
extent
required by the Treas. Regs., the Adjusted Capital Account Deficit of such
Partner as quickly as possible, provided that an allocation pursuant to this
Section 3.4(c)(ii) shall be made only if and to the extent that such Partner
would have an Adjusted Capital Account Deficit after all other allocations
provided for in this Section 3.4 have been tentatively made as if this Section
3.4(c)(ii) were not in this Agreement.
(iii) Partnership
Nonrecourse Deductions.
Partnership Nonrecourse Deductions for any Fiscal Year shall be specially
allocated to the Partners in proportion to their Percentage
Interests.
(iv) Partner
Nonrecourse Deductions.
Any
Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated
to the Partner who bears the economic risk of loss with respect to the Partner
Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
in accordance with Treas. Reg. § 1.704-2(i)(1).
(d) Curative
Allocations.
The
allocations set forth in Sections 3.4(c)(i) to (iv) hereof (the “Regulatory
Allocations”) are intended to comply with certain requirements of the Treas.
Regs. It is the intent of the Partners that, to the extent possible, all
Regulatory Allocations shall be offset either with other Regulatory Allocations
or with special allocations of other items of Partnership income, gain, loss
or
deduction pursuant to this Section 3.4(c). Therefore, notwithstanding any
other
provision of Section 3.4 (other than the Regulatory Allocations), the
Partnership shall make such offsetting special allocations of Partnership
income, gain, loss or deduction in whatever manner it determines appropriate
(taking into consideration the character of the Profits and Loss and any
item
thereof that were originally allocated pursuant to Section 3.4(b)) so that,
after such offsetting allocations are made (and after taking into account
offsetting Regulatory Allocations expected to be made), each Partner’s Capital
Account balance is, to the extent possible, equal to the Capital Account
balance
such Partner would have had if the Regulatory Allocations were not part of
this
Agreement and all Partnership items were allocated pursuant to Section 3.4(b)
hereof.
(e) Other
Allocation Rules.
For
purposes of determining items allocable to any period, any such items shall
be
determined on a daily, monthly, or other basis, as determined by the Partnership
using any permissible method under Code Section 706 and the Treas. Regs.
thereunder. Notwithstanding the foregoing, with respect to any Fiscal Year
during which any Partner’s Percentage Interest changes, whether by reason of the
admission of a Partner, a contribution to or distribution by the Partnership
or
any other event described in Code Section 706(d)(1) and the Treas. Regs.
thereunder, any items thereof shall be allocated appropriately to take into
consideration the varying interests of the Partners during such Fiscal
Year.
| 3.5 |
Tax
Allocations: Code Section
704(c).
|
(a) Income,
gain, loss, and deduction with respect to any property contributed to the
capital of the Partnership or revalued pursuant to Treas. Reg. §
1.704-1(b)(2)(iv)(f), shall, solely for U.S. tax purposes, be allocated among
the Partners so as to take account of any variation between the adjusted
basis
of such property to the Partnership for Federal income tax purposes and its
initial or reset Gross Asset Value in accordance with the principles of Code
Section 704(c) and the Treas. Regs. thereunder and Treas. Reg.
§ 1.704-1(b)(4)(i) using any reasonable method required or permitted
thereunder and selected by the General Partner in its sole
discretion.
(b) Subject
to Section 3.5(a), if any gain (as computed for tax purposes) on the sale
or
other disposition of Partnership property shall constitute recapture of
depreciation under Section 291, 1245 or 1250 of the Code or any similar
provision, such gain shall (to the extent possible) be divided among the
Partners in accordance with the principles of Treas. Reg. § 1.1245-1(e)(2)
(i.e.,
generally in proportion to the depreciation deductions previously claimed
by
them giving rise to such recapture), provided that this Section 3.5(b) shall
not
affect the amount of gain otherwise allocable to a Partner.
(c) Allocations
pursuant to this Section 3.5 are solely for purposes of U.S. Federal, state,
and
local taxes and shall not affect any Partner’s Capital Account or share of
Profits or Loss or any amount distributable to any Partner
hereunder.
| 3.6 |
Distributions.
|
(a) Except
as
set forth in Section 3.6(c) below, distributions shall be made at such time
or
times as the General Partner determines. Notwithstanding the foregoing, any
cash
dividends paid on the Shares shall be reinvested under UBP’s Dividend
Reinvestment Plan in accordance with and to the extent permitted by such
plan.
(b) Distributions
shall be made to each Partner in accordance with their respective Percentage
Interests.
(c) Notwithstanding
the foregoing, the General Partner shall use reasonable efforts to assure
that
distributions to each Partner under Section 3.6(b) for each Fiscal Year are
at
least equal to the taxable income allocated to such Partner times the Tax
Rate
(“Tax
Distributions”)
and
that such Tax Distributions be made to the Partners on a quarterly basis
no
later than ten (10) days prior to the due dates for estimated tax payments
of
calendar year taxpayers.
ARTICLE
IV
MANAGEMENT
| 4.1 |
Rights,
Duties and Powers of the General
Partner.
|
(a) Subject
to the terms and conditions of this Agreement, the General Partner shall
have
complete and exclusive responsibility for managing and administering the
affairs
of the Partnership, and shall have the power and authority to do all things
necessary or proper to carry out its duties hereunder.
(b) Without
limiting the generality of the General Partner’s duties and obligations
hereunder, the General Partner shall have full power and authority:
(i) to
open,
maintain and close bank accounts and custodial accounts for the Partnership
and
draw checks and other orders for the payment of money;
(ii) to
pay
all expenses relating to the organization of the Partnership (including
attorneys’ fees);
(iii) to
engage
such attorneys, accountants and other professional advisers and consultants
as
the General Partner may deem necessary or advisable for the affairs of the
Partnership;
(iv) to
commence or defend litigation that pertains to the Partnership or any
Partnership assets;
(v) to
cause
the Partnership, if and to the extent the General Partner deems such insurance
advisable, to purchase or bear the cost of any insurance covering the potential
liabilities of the Partnership, the General Partner and their partners,
officers, employees and agents;
(vi) in
the
normal course of the Partnership’s business and for any Partnership purpose,
including without limitation payment of the Partnership’s operating expenses, to
cause the Partnership to borrow money and make, issue, accept, endorse and
execute promissory notes, drafts, bills of exchange, guarantees and other
instruments and evidences of indebtedness, and secure the payment thereof
by
mortgage, pledge or assignment of or security interest in all or any part
of the
securities and other property then owned or thereafter acquired by the
Partnership;
(vii) subject
to the other terms and provisions of this Agreement, to execute, deliver
and
perform such contracts, agreements and other undertakings, and to engage
in all
activities and transactions, as it may deem necessary or advisable for, or
as
may be incidental to, the conduct of the business contemplated by this Section
4.1, including, without in any manner limiting the generality of the foregoing,
contracts, agreements, undertakings and transactions with any Partner or
with
any other person, firm or corporation having any business, financial or other
relationship with any Partner or Partners; and
(viii) to
make
all decisions, in its sole and absolute discretion, with respect to the
Contributed Shares (and, if applicable, Additional Shares and/or Replacement
Shares), including, without limitation, as to when and how the Contributed
Shares (and, if applicable, Additional Shares and/or Replacement Shares),
are to
be voted, as to when and which Contributed Shares (and, if applicable,
Additional Shares and/or Replacement Shares)(whether in specific lots designated
by the General Partner or not), held by the Partnership are to be sold, the
amount and price at which Contributed Shares (and, if applicable, Additional
Shares and/or Replacement Shares), are to be sold, the selection of and
commissions paid to brokers selling any Contributed Shares (and, if applicable,
Additional Shares and/or Replacement Shares) and whether pro rata sales and
distributions will be made for one or more Partners.
(c) The
General Partner shall be the tax matters partner for purposes of Section
6231(a)(7) of the Code. The General Partner shall have the exclusive authority
and discretion to make any elections required or permitted to be made by
the
Partnership under any provisions of the Code or any other revenue laws. The
General Partner shall cause the preparation and timely filing of all tax
returns
required to be filed by the Partnership pursuant to the Code and all other
tax
returns deemed necessary and required in each state or other jurisdiction.
Copies of those returns, or pertinent information from the returns, shall
be
furnished to the Partners within a reasonable time after the end of the
Partnership’s fiscal year.
| 4.2 |
Delegation
of Duties
|
(a) The
General Partner may delegate to any person or persons any of the duties,
powers
and authority vested in it hereunder on such terms and conditions as it may
consider appropriate.
(b) The
General Partner shall have the power and authority to appoint any person,
including any person who is a Limited Partner, to provide services to, and
act
as an agent of, the Partnership, with such titles and duties as may be specified
by the General Partner. Any person appointed by the General Partner to serve
as
an agent of the Partnership shall be subject to removal at any time at the
discretion of the General Partner, and shall report to and consult with the
General Partner at such times and in such manner as the General Partner may
direct.
(c) The
General Partner in its sole discretion may provide for payment of salaries
to
employees of the Partnership, including Partners. Any such payments shall
be
treated on the books of the Partnership as an expense of the Partnership
(and
not as a distribution to Partners) for the purposes of the determination
of
Profits or Loss From Operations and shall not be deducted from the Capital
Account of a Partner receiving any such payment.
| 4.3 |
Rights
of Limited Partners.
|
Except
as
otherwise provided in this Agreement, the Limited Partners shall take no
part in
the management or control of the Partnership’s business. Limited Partners shall
have no right or authority to act for the Partnership or to vote on matters
other than the matters set forth in this Agreement or as required by applicable
law. Except as otherwise provided by law, the liability of each Limited Partner
is limited to the amount of his capital contributions (plus any accretions
in
value thereto).
| 4.4 |
Activities
of General Partner.
|
The
General Partner shall not be required to devote full time to the affairs
of the
Partnership, but shall devote such time as may be reasonably required
therefore.
| 4.5 |
Indemnification
of General Partner
|
The
General Partner, its officers, directors, shareholders, agents and
representatives and anyone designated to wind up the affairs of the Partnership
pursuant to Section 6.1 (the “Liquidator”) shall not be liable to the
Partnership or the Limited Partners for any act or failure to act relating,
in
any way to the Partnership, its assets, business or affairs so long as such
act
or failure to act does not constitute such person’s willful misconduct, bad
faith or gross negligence or reckless disregard of the duties involved in
the
conduct of the Partnership or such Person’s office. The General Partner, each of
its officers, directors, shareholders, agents and representatives and the
Liquidator shall be indemnified by the Partnership to the fullest extent
permitted by law for any and all losses, claims, damages and expenses arising
out of or incurred in connection with any claim, action or demand against
the
General Partner, the Partnership or any such indemnified person relating
to the
Partnership, its assets, business or affairs (including,
without
limitation, attorneys’ fees and expenses and any amounts paid in settlement or
compromise of any such claim, action or demand); provided,
however,
that
the foregoing indemnification shall not apply to the extent that a court
of
competent jurisdiction makes a final decision that such claim, action or
demand
resulted directly from such indemnified person’s willful misconduct, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of
the Partnership or such person’s office or duties.
ARTICLE
V
ADMISSIONS,
TRANSFERS AND WITHDRAWALS
| 5.1 |
Admission
of Limited Partners.
|
The
General Partner, upon the written approval of all Partners, may admit additional
Limited Partners at any time, in which event the required capital contribution
of any such additional Limited Partner shall be determined by all Partners,
subject to Section 3.1(b).
| 5.2 |
Admission
of Additional General Partner.
|
The
General Partner, upon the written approval of all Partners, may admit one
or
more additional general partners, who may be natural persons, partnerships
or
companies, to the Partnership.
| 5.3 |
Transfer
of Interests of Limited
Partners.
|
No
transfer or assignment of, or pledge of, or grant of a security interest
in, any
Limited Partner’s interest in the Partnership, whether voluntary or involuntary,
shall be valid or effective, and no transferee shall become a substituted
Limited Partner, unless the prior written consent of all Partners has been
obtained, which consent may be granted or refused in each Partner’s sole
discretion. Until approved by the Partners, any successor to the interest
of a
Limited Partner shall be entitled to the allocations and distributions
attributable to such interest and to withdraw such interest as provided in
Section 5.5 but shall not have any of the other rights of a Limited
Partner.
| 5.4 |
Transfer
of Interest of General Partner.
|
The
General Partner may transfer its interest as General Partner in the Partnership
to another Person in its sole and absolute discretion upon the consent of
all of
the Partners.
| 5.5 |
Withdrawal
of Interests of Partners.
|
The
interest of a Partner in the Partnership may not be withdrawn from the
Partnership prior to its dissolution.
ARTICLE
VI
LIQUIDATION
| 6.1 |
Liquidation
of Partnership Assets.
|
(a) Upon
dissolution of the Partnership, the General Partner shall promptly liquidate
the
business and administrative affairs of the Partnership, except that if the
General Partner is unable to perform this function, or is unable to assign
this
function to another Person, a liquidator elected by Limited Partners whose
Percentage Interests represent a majority of the total Percentage Interests
of
the Limited Partners shall liquidate the business and administrative affairs
of
the Partnership. The proceeds from liquidation shall be divided in the following
manner:
(i) the
debts, liabilities and obligations of the Partnership, other than debts to
Partners, and the expenses of liquidation (including legal and accounting
expenses incurred in connection therewith), up to and including the date
that
distribution of the Partnership’s assets to the Partners has been completed,
shall first be paid;
(ii) such
debts as are owing to the Partners shall next be paid; and
(iii) the
Partners shall next be paid amounts in accordance with their then Percentage
Interests.
(b) Anything
in this Section 6.1 to the contrary notwithstanding, the General Partner
or
liquidator may distribute in-kind rather than in cash, upon dissolution,
any
assets of the Partnership; provided, however, that if any in-kind distribution
is to be made, (i) the assets distributed in kind shall be valued as of the
actual date of their distribution, and charged as so valued and distributed
against amounts to be paid under Section 6.1(a) above, and (ii) any gain or
loss (as computed for book purposes) attributable to property distributed
in-kind shall constitute Profit or Loss or items specially allocable to a
Partner pursuant to Section 3.4 hereof for the Fiscal Year including the
date of
such distribution.
(c) In
determining the value of the assets of the Partnership upon a liquidation
pursuant this Section 6.1, no value shall be placed on the goodwill or name
of
the Partnership, or the office records, files, statistical data or any similar
intangible assets of the Partnership.
| 6.2 |
Expenses
of Liquidator(s).
|
(a) The
expenses incurred by the liquidator(s) in connection with winding up the
Partnership, all other losses or liabilities of the Partnership incurred
in
accordance with the terms of this Agreement, and reasonable compensation
for the
services of the liquidator(s) shall be borne by the Partnership.
(b) If
the
General Partner serves as the liquidator, it shall not be entitled to
compensation for providing such services.
| 6.3 |
Duration
of Liquidation.
|
A
reasonable time shall be allowed for the winding up of the affairs of the
Partnership in order to minimize any losses otherwise attendant upon such
a
winding up.
| 6.4 |
No
Liability for Return of Capital.
|
The
General Partner and its affiliates shall not be personally liable for the
return
of the Capital Contributions of any Partner, and such return shall be made
solely from available assets of the Partnership, if any, and each Limited
Partner hereby waives any and all claims it may have against the General
Partner
or any of its affiliates in this regard.
ARTICLE
VII
ACCOUNTING;
BOOKS
AND RECORDS
| 7.1 |
Accounting
and Reports.
|
(a) The
Partnership shall adopt for tax accounting purposes the cash basis accounting
method unless the General Partner shall decide in its sole discretion that
it is
in the best interests of the Partnership to adopt another method permissible
for
U.S. Federal income tax purposes.
(b) As
soon
as practicable after the end of each Fiscal Year, the General Partner shall
furnish to each Limited Partner such information as may be required to enable
each Limited Partner properly to report for Federal and state income tax
purposes his distributive share of each Partnership item of income, gain,
loss,
deduction or credit for such year.
| 7.2 |
Determinations
by General Partner.
|
All
matters concerning the determination and allocation among the Partners of
the
amounts to be determined and allocated pursuant to Section 3.4 hereof, and
the
items of income, gain, deduction, loss and credit to be determined and allocated
pursuant to Section 3.4 hereof, including any taxes thereon and accounting
procedures applicable thereto, shall be determined by the General Partner
unless
specifically and expressly otherwise provided for by the provisions of this
Agreement, and such determinations and allocations shall be final and binding
on
all the Partners.
| 7.3 |
Books
and Records.
|
(a) The
General Partner shall keep books and records, including copies of the
Partnership’s Federal, state and local income tax returns and reports, if any,
for the four most recent years, pertaining to the Partnership’s affairs showing
all of its assets and liabilities, receipts and disbursements, realized income,
gains and losses, Partners’ Capital Accounts and all transactions entered into
by the Partnership. Such books and records of the Partnership shall be
kept
at
its principal office, and all Partners and their representatives shall at
all
reasonable times have free access thereto for the purpose of inspecting or
copying the same.
(b) If
the
Partnership is required to withhold and pay over Federal income tax or estimated
tax with respect to income or gain allocable to any Partner, the General
Partner
shall withhold and pay over such amounts as are required. Such withholdings
shall be treated as distributions to the Partners on whose behalf they are
made.
To the extent that a Partner’s allocable share of otherwise distributable cash
under Section 3.6(b) is not sufficient to satisfy the withholding obligation
with respect to such Partner, the General Partner shall require such Partner
promptly to advance the amount of such deficiency to the Partnership for
withholding. Such advance shall not affect the advancing Partner’s ownership
interest in the Partnership, and the payment by the Partnership of the advanced
amount to the appropriate taxing authority shall not affect the amount of
cash
distributions to which the advancing Partner would otherwise be entitled.
If a
Partner fails to advance any amount required hereunder, the General Partner
shall have the right to borrow on behalf of such Partner the amount of the
required withholding, to withhold all distributions from the defaulting Partner
until the amount of such borrowing, interest and expenses shall have been
reimbursed, and to take whatever additional steps are necessary to preserve
the
financial integrity of the Partnership and to prevent the imposition of any
liability on the Partnership or the General Partner for failure to comply
with
any requirement associated with its obligations to withhold.
(c) The
General Partner may require the Partners to execute such certifications,
consents or other documents as are required to comply with its tax reporting
and
withholding obligations.
ARTICLE
VIII
GENERAL
PROVISIONS
| 8.1 |
Amendment
of Partnership Agreement.
|
This
Agreement may be amended, in whole or in part, upon the written agreement
of all
Partners.
| 8.2 |
Voting.
|
Except
as
specifically provided herein or otherwise required by applicable law, Partners
shall be entitled to vote in accordance with their respective Percentage
Interest on all matters to be voted on by the Partners.
| 8.3 |
Power
of Attorney.
|
Each
Limited Partner hereby constitutes and appoints the General Partner, with
full
power of substitution, as his, her or its true and lawful attorney-in-fact
and
empowers and authorizes such attorney, in the name, place, and stead of such
Limited Partner, to make, execute, sign, swear to, acknowledge, and file
in all
necessary or appropriate places all documents (and all amendments or supplements
to or restatements of such documents necessitated by valid amendments to
or
actions permitted under this Agreement) relating to the Partnership and its
activities,
including, without limitation: (a) this Agreement and any amendments thereto
approved as provided in this Agreement, (b) the Certificate of Limited
Partnership and any amendments thereto, under the laws of the State of Delaware
or in any other state or jurisdiction in which such filing is deemed advisable
by such General Partner, (c) any applications, forms, certificates, reports,
or
other documents, or amendments thereto which may be requested or required
by any
federal, state, or local governmental agency, securities exchange, securities
association, self-regulatory organization, or similar institution and which
are
deemed necessary or advisable by the General Partner, (d) any other instrument
which may be required to be filed or recorded in any state or county or by
any
governmental agency, or which the General Partner deems advisable to file
or
record, including, without limitation, certificates of assumed name and
documents to qualify foreign limited partnerships in other jurisdictions,
(e)
any documents which may be required to effect the continuation of the
Partnership, the admission of new Partners, or the dissolution and termination
of the Partnership, (f) making certain elections contained in the Code or
state
law governing taxation of limited partnerships, and (g) performing any and
all
other ministerial duties or functions necessary for the conduct of the business
of the Partnership. Each Limited Partner hereby ratifies, confirms, and adopts
as his own, all actions that may be taken by such attorney-in-fact pursuant
to
this Section 8.3 Each Limited Partner acknowledges that this Agreement permits
certain amendments to be made and certain other actions to be taken or omitted
to be taken without a vote of the Limited Partners. By their execution hereof,
each Limited Partner also grants the General Partner a power of attorney
to
execute any and all documents necessary to reflect any action that is approved
in accordance with the provisions hereof; provided, however, that the General
Partner may not, without the prior written consent of each of the Limited
Partners, materially modify the provisions of Article III hereof. This power
of
attorney is coupled with an interest and shall continue notwithstanding the
subsequent incapacity or death of the Limited Partner. Each Limited Partner
shall execute and deliver to the General Partner an executed and appropriately
notarized power of attorney in such form consistent with the provisions of
this
Section 8.3 as the General Partner may request.
| 8.4 |
Notices.
|
Notices
which may or are required to be given under this Agreement by any party to
another shall be given by hand delivery or by registered or certified mail,
return receipt requested, and shall be addressed to the respective parties
hereto at their addresses as set forth on Schedule A hereto or to such other
addresses as may be designated by any party hereto by notice addressed to
the
General Partner in the case of notice given by any Limited Partner, and to
each
of the Limited Partners in the case of notice given by the General Partner.
Notices shall be deemed to have been given when delivered by hand or on the
date
indicated as the date of receipt on the return receipt.
| 8.5 |
Agreement
Binding Upon Successors and
Assigns.
|
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, but the rights and obligations of any Partner
hereunder shall not be assignable, transferable or delegable except as provided
in Sections 5.2, 5.3 and 5.4, and any attempted assignment, transfer or
delegation thereof which is not made pursuant to the terms of Section 5.2,
5.3
or Section 5.4 shall be void.
| 8.6 |
Governing
Law.
|
This
Agreement, and the rights of the Partners hereunder, shall be governed by
and
construed in accordance with the laws of the State of Delaware, without regard
to the conflict of laws rule thereof. The parties hereby consent to exclusive
jurisdiction and venue for any action arising out of this Agreement in any
state
or Federal court sitting in the County of Westchester, in the State of New
York.
Each Partner consents to service of process in any action arising out of
this
Agreement by the mailing thereof by registered or certified mail, return
receipt
requested, to such Partner’s address set forth in the Schedule of Partners. In
any action to enforce any provision of this Agreement, the prevailing party
shall be entitled to recover all expenses, including reasonable attorneys
fees,
incurred in connection therewith.
| 8.7 |
Not
for Benefit of Creditors.
|
The
provisions of this Agreement are intended only for the regulation of relations
among Partners and between Partners and former or prospective Partners and
the
Partnership. This Agreement is not intended for the benefit of non-Partner
creditors and no rights are granted to non-Partner creditors under this
Agreement.
| 8.8 |
Counterparts
|
This
Agreement may be executed in several counterparts, all of which together
shall
constitute one agreement binding on all parties hereto, notwithstanding that
not
all the parties have signed the same counterpart. The General Partner may
execute any document by facsimile signature of a duly authorized officer
or
director.
| 8.9 |
Separability
of Provisions.
|
If
for
any reason any provision or provisions hereof are determined to be invalid
and
contrary to any existing or future law, such invalidity shall not impair
the
operation of or affect those portions of this Agreement that are
valid.
| 8.10 |
Entire
Agreement.
|
This
Agreement constitutes the entire agreement among the parties. This Agreement
supersedes any prior agreement or understanding among the parties and may
not be
modified or amended in any manner other than as set forth herein.
| 8.11 |
Consents.
|
Any
and
all consents, agreements or approvals provided for or permitted by this
Agreement shall be in writing and a signed copy thereof shall be filed and
kept
with the books of the Partnership.
| 8.12 |
Captions
and Titles.
|
The
captions and titles preceding the text of each Section hereof shall be
disregarded in the construction of this Agreement.
| 8.13 |
Costs
and Expenses; Fees of the General
Partner.
|
The
Partnership shall reimburse the General Partner for all out of pocket
consulting, legal, accounting and other professional expenses reasonably
incurred on behalf of the Partnership. The Partners shall share in such costs
and expenses in proportion to their respective Percentage
Interests.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
|
GENERAL
PARTNER:
|
|
URSTADT
PROPERTY COMPANY, INC.
|
|
By:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇
Title: Senior
Vice President
|
|
LIMITED
PARTNER:
|
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
Annex
A
CAPITAL
CONTRIBUTIONS
|
Partner
|
Shares
of UBP Common Stock
|
|
UPCO
|
4,715
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
466,850
|
Annex
B
AGREED
VALUE OF CONTRIBUTED SHARES
|
Partner
|
Shares
of UBP Common Stock
|
Net
Value
|
Percentage
of Total Net Value
|
|
UPCO
|
$
|
$
|
1%
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
$
|
$
|
99%
|
URSTADT
REALTY SHARES II LP
AMENDMENT
ONE TO LIMITED PARTNERSHIP AGREEMENT
MAY
11, 2007
WHEREAS,
Urstadt Realty Shares II LP, a Delaware Limited Partnership was formed on
March
7, 2007 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a 99% Limited Partner and Urstadt Property
Company, Inc., a 1% General Partner, and
WHEREAS,
the initial capital contributions of UBP Common Stock as reported in Annex
A to
the Partnership Agreement is as follows:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ -------------------------------- 466,850 Shares
Urstadt
Property Company, Inc.----------------- 4,715 Shares
WHEREAS,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ has an additional 74,855 Shares of UBP Common Stock to
be
added to his initial capital contribution, and Urstadt Property Company,
Inc.
will add 757 Shares of UBP Common Stock as their initial capital
contribution.
NOW
THEREFORE, the revised initial capital contributions of the Partners is as
follows:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ ----------------------------------541,705 Shares
Urstadt
Property Company, Inc.------------------ 5,472 Shares
IN
WITNESS WHEREOF, the parties hereto have executed this amendment as of May
11,
2007.
GENERAL
PARTNER
URSTADT
PROPERTY COMPANY, INC.
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:
Senior Vice President
LIMITED
PARTNER
By: /s/
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Annex
A
CAPITAL
CONTRIBUTIONS
|
Partner
|
Shares
of UBP Common Stock
|
|
UPCO
|
4,715
+ 757
= 5,472
|
|
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|
466,850
+ 74,855 = 541,705
|
Annex
B
AGREED
VALUE OF CONTRIBUTED SHARES
|
Partner
|
Shares
of
UBP
Common Stock
|
Net
Value
|
Percentage
of
Total
Net Value
|
|
UPCO
|
5,472
|
$
97,402
|
1%
|
|
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|
541,705
|
$9,642,349
|
99%
|