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EXHIBIT 3.4
ASSIGNMENT OF GENERAL PARTNER INTEREST
AND AMENDMENT TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
▇▇▇▇▇▇▇▇▇▇▇ CAPITAL, L.P.
This Assignment of General Partner Interest and Amendment to the
Amended and Restated Agreement of Limited Partnership of ▇▇▇▇▇▇▇▇▇▇▇ Capital,
L.P., dated as of November 4, 1997 (this "Assignment and Amendment Agreement"),
is entered into by and among PIMCO Advisors L.P., a Delaware limited partnership
and the sole general partner ("PALP"), PIMCO Partners, G.P., a California
general partnership ("PGP"), and all other persons or entities who are or shall
in the future become, limited partners.
WITNESSETH:
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ Capital, L.P. (the "Partnership") has been
formed as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (6 Del.C. Section 17-101, et seq.) (the "Act") pursuant to a
Certificate of Limited Partnership of the Partnership, as filed with the office
of the Secretary of State of the State of Delaware (the "Secretary of State") on
May 15, 1987, (as amended, the "Certificate"), and an Agreement of Limited
Partnership of the Partnership, dated as of May 15, 1987 (as amended and
restated, and subsequently amended, the "Agreement"),
WHEREAS, PALP is the sole general partner of the Partnership;
WHEREAS, PALP desires to assign, transfer and convey all of its .01
percent (.01%) interest in the Partnership as a general partner of the
Partnership (the "General Partner Interest") to PGP and PALP desires to withdraw
from the Partnership as a general partner of the Partnership;
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WHEREAS PGP desires to purchase the General Partner interest
presently held by PALP, and PGP desires to be admitted to the Partnership as a
successor general partner of the Partnership,
WHEREAS, PALP and PGP desire to accomplish the foregoing in
accordance with the Agreement which Agreement expressly permits the consummation
of the foregoing transactions without any further act, vote or approval of any
limited partner of the Partnership; and
WHEREAS, the undersigned, being all of the partners of the
Partnership, to accomplish the foregoing, desire to amend the Agreement in the
manner set forth herein.
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, do hereby agree as follows:
1. Assignment. Notwithstanding any provision in the Agreement to the
contrary, for value received, the receipt and sufficiency of which arc hereby
acknowledged, upon the execution of this Assignment and Amendment Agreement by
the parties hereto, PALP does hereby assign, transfer and convey the General
Partner Interest to PGP. PALP has made an Assignment Determination (as defined
in the Agreement) and a Tax Determination (as defined in the Agreement) prior to
the assignment and transfer described in this Section 1. PGP shall pay $80,000
to PALP for the General Partner Interest hereby being assigned to PGP.
2. Admission. Not withstanding any provision in the Agreement to the
contrary, PGP is hereby admitted to the Partnership as a general partner of the
Partnership. The admission shall be effective upon the filing of an amendment to
the Certificate in the office of the Secretary of State which reflects the fact
that PGP is a general partner of the
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Partnership and shall occur, and for all purposes shall be deemed to have
occurred, immediately prior to the withdrawal of PALP from the Partnership as a
general partner of the Partnership.
3. Withdrawal. Notwithstanding any provision in the Agreement to the
contrary, PALP hereby withdraws from the Partnership as a general partner of the
Partnership. The withdrawal shall be effective upon the filing of an amendment
to the Certificate in the office of the Secretary of State which reflects the
fact that PALP is not a general partner of the Partnership and shall occur, and
for all purposes shall be deemed to have occurred, immediately after the
admission of PGP to the Partnership as a general partner of the Partnership.
4. Continuation. The parties hereto agree that following the
withdrawal of PALP from the Partnership as a general partner of the Partnership,
PGP is authorized to and hereby agrees to continue the business of the
Partnership without dissolution.
5. Books and Records. PGP shall take all actions necessary under the
Act and the Agreement, to evidence the withdrawal of PALP from the Partnership
as a general partner of the Partnership and the admission of PGP to the
Partnership as a general partner of the Partnership.
6. Future Cooperation. Each of the parties hereto agrees to
cooperate at all times from and after the date hereof with respect to all of the
matters described herein, and to execute such further assignments, releases,
assumptions, amendments of the Agreement, notifications and other documents as
may be reasonably requested for the
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purpose of giving effect to, or evidencing or giving notice of, the transactions
contemplated by this Assignment and Amendment Agreement.
7. Binding Effect, This Assignment and Amendment Agreement shall be
binding upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.
8. Execution in Counterparts. This Assignment and Amendment
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
9. Agreement in Effect. Except as hereby amended, the Agreement
shall remain in full force and effect.
10. Governing Law. This Assignment and Amendment Agreement shall be
governed by, and interpreted in accordance with, the laws of the State of
Delaware, all rights and remedies being governed by such laws, without regard to
its conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Amendment Agreement to be duly executed as of the day and year first above
written.
PIMCO PARTNERS, G.P.
By: Pacific Investment Management Company,
a General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
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BY: PIMCO PARTNERSHIP
a General Partner
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
PIMCO ADVISORS L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
LIMITED PARTNERS
All Limited Partners that have been, or are
hereafter, admitted as limited partners of the
Partnership, pursuant to powers of attorney or
other authorizations recited in favor of or
granted to the General Partner
By: PIMCO ADVISORS L.P.,
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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