OF MARCH 26,
2007 (THE "MARCH AGREEMENT"), WHICH AMENDMENTS DID NOT REQUIRE THE APPROVAL OR
CONSENT OF ANY OTHER LIMITED PARTNER UNDER THE MARCH AGREEMENT.
(F)
THE GENERAL PARTNER AND THE SPONSOR GROUPS DESIRE TO FURTHER
AMEND AND RESTATE THE AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP DATED AS OF MAY
10, 2007 (THE "EXISTING AGREEMENT"), WHICH AMENDMENTS DO NOT REQUIRE THE
APPROVAL OR CONSENT OF ANY LIMITED PARTNER UNDER THE EXISTING AGREEMENT, IN
CONNECTION WITH THE INVESTMENT BY CERTAIN EMPLOYEES OF SUBSIDIARIES OF THE
PARTNERSHIP (THE "2007 MANAGEMENT LIMITED PARTNERS") WHO FUNDED THE
PARTNERSHIP WITH ADDITIONAL PROVISION OF SERVICES TO THE PARTNERSHIP AND ITS
SUBSIDIARIES, AS FURTHER DESCRIBED IN THE APPLICABLE MANAGEMENT EQUITY AWARD
AGREEMENTS BETWEEN THE PARTNERSHIP AND THE APPLICABLE 2007 MANAGEMENT LIMITED
PARTNER DATED AS OF AUGUST 21, 2007.
Agreement
In consideration of the mutual promises and agreements made in this Agreement
and intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1.
DEFINITIONS.
CAPITALIZED TERMS USED IN THE AGREEMENT (INCLUDING
EXHIBITS AND SCHEDULES HERETO) BUT NOT DEFINED IN THE BODY HEREOF SHALL HAVE THE
MEANINGS ASCRIBED TO THEM IN EXHIBIT A.
SECTION 1.2.
CONSTRUCTION.
UNLESS THE CONTEXT REQUIRES OTHERWISE: (A) PRONOUNS
IN THE MASCULINE, FEMININE AND NEUTER GENDERS SHALL BE CONSTRUED TO INCLUDE ANY
OTHER GENDER, AND WORDS IN THE SINGULAR FORM SHALL BE CONSTRUED TO INCLUDE THE
PLURAL AND VICE VERSA, (B) THE TERM "INCLUDING" SHALL BE CONSTRUED TO BE
EXPANSIVE RATHER THAN LIMITING IN NATURE AND TO MEAN "INCLUDING, WITHOUT
LIMITATION," (C) REFERENCES TO ARTICLES AND SECTIONS REFER TO ARTICLES AND
SECTIONS OF THIS AGREEMENT; (D) THE WORDS "THIS AGREEMENT," "HEREIN," "HEREOF,"
"HEREBY," "HEREUNDER" AND WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A
WHOLE, INCLUDING THE EXHIBITS AND SCHEDULES ATTACHED HERETO, AND NOT TO ANY
PARTICULAR SUBDIVISION UNLESS EXPRESSLY SO LIMITED, AND (E) REFERENCES TO
EXHIBITS AND SCHEDULES ARE TO THE ITEMS IDENTIFIED SEPARATELY IN WRITING BY THE
PARTIES HERETO AS THE DESCRIBED EXHIBITS OR SCHEDULES ATTACHED TO THIS
AGREEMENT, EACH OF WHICH IS HEREBY INCORPORATED HEREIN AND MADE A PART HEREOF
FOR ALL PURPOSES AS IF SET FORTH IN FULL HEREIN.
ARTICLE II
GENERAL PROVISIONS
SECTION 2.1.
FORMATION.
THE PARTNERSHIP HAS BEEN REGISTERED AS AN EXEMPTED
LIMITED PARTNERSHIP PURSUANT TO THE PROVISIONS OF THE PARTNERSHIP ACT ON JULY
14, 2006.
THE GENERAL PARTNER AND EACH OF THE LIMITED PARTNERS SHALL BE DEEMED
TO HAVE NOTICE OF, AND BE BOUND BY, THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY
THE PARTNERSHIP ACT, THE RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER AND EACH
OF THE LIMITED PARTNERS AND THE ADMINISTRATION AND TERMINATION OF THE
PARTNERSHIP SHALL BE GOVERNED BY THE PARTNERSHIP ACT.
THE GENERAL PARTNER OR
ANY PERSON DESIGNATED BY THE GENERAL PARTNER IS HEREBY DESIGNATED AS AN
AUTHORIZED PERSON TO EXECUTE, DELIVER AND FILE ANY AMENDMENTS TO THE SECTION 9
NOTICE OF REGISTRATION OF THE PARTNERSHIP AND/OR RESTATEMENTS THEREOF AND ANY
OTHER CERTIFICATES,