AS OF SUCH TIME.
B.
SECTION 6.3(B) OF THE PARTNERSHIP
AGREEMENT IS AMENDED BY REPLACING THE EXISTING TEXT WITH THE FOLLOWING:
(b) Special Allocations Regarding LTIP Units.
(I)
IN THE EVENT THAT LIQUIDATING GAINS OR
LIQUIDATING LOSSES ARE ALLOCATED UNDER THIS SECTION 6.3(B), NET INCOME AND NET
LOSS SHALL BE RECOMPUTED WITHOUT REGARD TO THE LIQUIDATING GAINS OR LIQUIDATING
LOSSES SO ALLOCATED (SUBJECT TO ANY PRIOR ALLOCATION OF NET INCOME OR NET LOSS
OTHERWISE PROVIDED FOR).
(II)
NOTWITHSTANDING THE PROVISIONS OF
SECTION 6.2 ABOVE, BUT SUBJECT TO THE PRIOR ALLOCATION OF INCOME, GAIN,
DEDUCTION AND LOSS UNDER PARAGRAPH (A) ABOVE AND TO THE TERMS OF ANY PARTNERSHIP
UNIT DESIGNATION IN RESPECT OF ANY CLASS OF PARTNERSHIP INTERESTS RANKING SENIOR
TO THE LTIP UNITS WITH RESPECT TO RETURN OF CAPITAL OR ANY PREFERENTIAL OR
PRIORITY RETURN, ANY LIQUIDATING GAINS SHALL FIRST BE ALLOCATED TO THE LTIP
UNITHOLDERS UNTIL THE ECONOMIC CAPITAL ACCOUNT BALANCES OF SUCH LTIP
UNITHOLDERS, TO THE EXTENT ATTRIBUTABLE TO THEIR OWNERSHIP OF LTIP UNITS, ARE
EQUAL TO (I) THE PARTNERSHIP COMMON UNIT ECONOMIC BALANCE, MULTIPLIED BY
(II) THE NUMBER OF THEIR LTIP UNITS.
ANY SUCH ALLOCATIONS OF LIQUIDATING GAIN
SHALL BE MADE AMONG THE LTIP UNITHOLDERS IN PROPORTION TO THE AMOUNTS REQUIRED
TO BE ALLOCATED TO EACH UNDER THIS SECTION 6.3(B).
(III)
LIQUIDATING GAIN ALLOCATED TO AN LTIP
UNITHOLDER UNDER THIS SECTION 6.3(B) WILL BE ATTRIBUTED TO SPECIFIC LTIP UNITS
OF SUCH LTIP UNITHOLDER FOR PURPOSES OF DETERMINING (I) ALLOCATIONS UNDER THIS
SECTION 6.3(B), (II) THE EFFECT OF THE FORFEITURE OR CONVERSION OF SPECIFIC LTIP
UNITS ON SUCH LTIP UNITHOLDER'S ECONOMIC CAPITAL ACCOUNT BALANCE AND (III) THE
ABILITY OF SUCH LTIP UNITHOLDER TO CONVERT SPECIFIC LTIP UNITS INTO COMMON
UNITS.
SUCH LIQUIDATING GAIN WILL BE ATTRIBUTED TO LTIP UNITS IN THE
2
FOLLOWING ORDER:
(I) FIRST, TO VESTED LTIP UNITS HELD FOR MORE THAN TWO YEARS,
(II) SECOND, TO VESTED LTIP UNITS HELD FOR TWO YEARS OR LESS, (III) THIRD, TO
UNVESTED LTIP UNITS THAT HAVE REMAINING VESTING CONDITIONS THAT ONLY REQUIRE
CONTINUED EMPLOYMENT OR SERVICE TO THE COMPANY, THE PARTNERSHIP OR AN AFFILIATE
OF EITHER FOR A CERTAIN PERIOD OF TIME (WITH SUCH LIQUIDATING GAINS BEING
ATTRIBUTED IN ORDER OF VESTING FROM SOONEST VESTING TO LATEST VESTING), AND
(IV) FOURTH, TO OTHER UNVESTED LTIP UNITS (WITH SUCH LIQUIDATING GAINS BEING
ATTRIBUTED IN ORDER OF ISSUANCE FROM EARLIEST ISSUED TO LATEST ISSUED).
WITHIN
EACH SUCH CATEGORY, LIQUIDATING GAIN WILL BE ALLOCATED SERIALLY (I.E., ENTIRELY
TO THE FIRST UNIT IN THE CATEGORY, THEN ENTIRELY TO THE NEXT UNIT IN THE
CATEGORY, AND SO ON, UNTIL A FULL ALLOCATION IS MADE TO THE LAST UNIT IN THE
CATEGORY) IN THE ORDER OF SMALLEST BOOK-UP TARGET TO LARGEST BOOK-UP TARGET
UNTIL THE ECONOMIC CAPITAL ACCOUNT BALANCE OF SUCH LTIP UNITHOLDER ATTRIBUTABLE
TO SUCH LTIP UNITHOLDER'S OWNERSHIP OF EACH LTIP UNIT IN THE CATEGORY IS EQUAL
TO THE PARTNERSHIP COMMON UNIT ECONOMIC BALANCE;
PROVIDED, HOWEVER, THAT IF
THERE IS NOT SUFFICIENT LIQUIDATING GAIN FOR THE ECONOMIC CAPITAL ACCOUNT
BALANCE OF SUCH