HomeMy WebLinkAboutlimited partnership agreement LIMITED PARTNERSHIP AGREEMENT
OF
SOUTH NEW BRAUNFELS 47, LTD.,
A TEXAS LIMITED PARTNERSHIP
MAY 29, 2007
THE MEMBERSHIP INTERESTS DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, THE TEXAS SECURITIES ACT OR THE SECURITIES LAWS OF ANY
OTHER STATE. SUCH MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED UNLESS
REGISTERED UNDER APPLICABLE SECURITIES LAWS OR EXEMPT FROM SUCH REGISTRATION
AND THE COMPANY MAY REQUIRE SUCH EVIDENCE AS THE COMPANY DEEMS APPROPRIATE TO
CONFIRM THAT ANY PROPOSED TRANSFER COMPLIES WITH SUCH REQUIREMENTS. THE
COMPANY IS NOT OBLIGATED TO REGISTER ANY OF SUCH MEMBERSHIP INTERESTS OR TO
MAINTAIN ANY INFORMATION ABOUT THE COMPANY PUBLICLY AVAILABLE.
OD
LIMITED PARTNERSHIP AGREEMENT
OF
SOUTH NEW BRAUNFELS 47, LTD.
We, the undersigned, being desirous of forming a limited partnership (the
"Partnership ") pursuant to this LIMITED PARTNERSHIP AGREEMENT OF SOUTH NEW
BRAUNFELS 47, LTD. (this "Agreement ") and the Texas Business Organizations Code (the
"BOC "), do hereby agree as follows:
1. NAME. The name of the Partnership is "SOUTH NEW BRAUNFELS 47, LTD. "
2. REGISTERED AGENT. The name of the Registered Agent of the Partnership is
JAMES ALLEN, whose address is 19276 Redland Road, San Antonio, Texas 78259.
3. REGISTERED OFFICE. The address of the Registered Office of the Partnership is
19276 Redland Road, San Antonio, Texas 78259.
4. PRINCIPAL OFFICE. The address of the principal office of the Partnership in the
United States of America where records are to be kept or made available pursuant to
Section 153.551 of the BOC is 19276 Redland Road, San Antonio, Texas 78259.
5. PARTNERS OF PARTNERSHIP. The partners of the Partnership (sometimes
referred to hereinafter as the "Partners ") are and shall be as follows:
(a) General Partners.
(1) The Partnership shall have two (2) general partners (collectively,
the "General Partners ").
(2) The name and mailing and street address of the first general
partner (the "Allen General Partner ") of the Partnership are as follows:
J. Allen Investments, Inc.
19276 Redland Road
San Antonio, Texas 78259
(3) The name and mailing and street address of the second general
partner (the "HPI General Partner ") of the Partnership are as follows:
HPI - Citybase West Management, LLC,
7122 San Pedro, Suite 114
San Antonio, Texas 78216
-SD
4 .3°• °°
I Mid
(b) Limited Partners. The name and address of the limited partnesr (the
"Limited Partners" or individually, "Limited Partner ") of the Partnership are as
follows:
James W. Allen
19276 Redland Road
San Antonio, Texas 78259
J. ALLEN FAMILY PARTNERS, LTD.
19276 Redland Road
San Antonio, Texas 78259
(c) Terminology. As used herein, the term Partner or Partners shall include
the General Partners and the Limited Partner.
6. PURPOSES.
(a) The principal purposes of the Partnership are and shall be (i) to pursue and
engage in acquisition, ownership, maintenance, leasing, management, operation,
development, improvement, construction, financing, refinancing and sale, exchange or
other disposition of that certain approximately 47.24 acre tract of land located at the
northwest corner of the intersection of S. New Braunfels and S.E. Military Drive in the
City of San Antonio, Bexar County, Texas, as more fully described in Exhibit A attached
hereto, and all improvements located thereon (collectively, the "Property "); and (ii) to
take such other and further actions as may be necessary or appropriate in order to
develop, construct, operate, manage, lease, mortgage, sell and otherwise deal with such
Property.
(b) The Partnership is and shall also be authorized to take such other and
further actions and engage in such other and further activities as may be necessary or
appropriate in connection with the purposes specified hereinabove or as may from time to
time be specified by agreement of the Partners as provided in this Agreement.
7. CERTIFICATE. The General Partners are authorized and directed to file a
certificate of formation (the "Certificate ") for and on behalf of the Partnership with the
Secretary of State of the State of Texas in accordance with Title 1, Chapter 3, Subchapter A of
the BOC concurrently with or as soon as practicable after the execution of this Agreement.
8. TERM. The term of the Partnership shall commence on the date that the
Certificate is filed with the Secretary of State of the State of Texas and shall continue in
perpetuity.
9. DISSOLUTION. The Partnership shall be dissolved upon the sale or other
disposition of all or substantially all of the assets of the Partnership and the receipt of the
proceeds thereof, if any, in cash. The bankruptcy, dissolution, removal, withdrawal or
assignment for the benefit of creditors of either of the General Partners shall not dissolve the
Partnership, provided that a Majority In Interest of the Limited Partners consent to the
Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Page 2
continuation of the business of the Partnership and appoint a new general partner(s) within ninety
(90) days after the occurrence of any such event. Upon the dissolution and winding up of the
Partnership, its assets shall be applied to the payment of its liabilities and the remaining balance,
if any, of such assets shall be distributed to the Partners in accordance with their respective
capital accounts to the extent such distributions represent a return of capital and in accordance
with their respective profits interests in the Partnership to the extent such distributions represent
income and profits of the Partnership.
10. CAPITAL CONTRIBUTIONS. The Partners shall make contributions to the capital
of the Partnership as set forth below:
(a) Allen General Partner. The Allen General Partner has made or will
make a contribution to the capital of the Partnership in the amount of ONE THOUSAND
DOLLARS ($1,000.00) prior to or concurrently with the filing of the Certificate. The
Allen General Partner shall not be obligated to make any further contributions to the
Partnership by reason of being a General Partner.
(b) HPI General Partner. The HPI General Partner has not made and will
not make any contribution to the capital of the Partnership.
(c) Limited Partners. The Limited Partners have conveyed the Property as
their contribution to the capital of the Partnership prior to or concurrently with the filing
of the Certificate. The Limited Partners shall not be obligated to make any further
contributions to the Partnership by reason of being the Limited Partners.
11. ALLOCATION OF PROFITS. The share of profits or other compensation by way of
income which each Partner shall initially receive by reason of such Partner's interest in the
Partnership is as follows:
Allen General Partner .1%
HPI General Partner 0.0%
J. Allen Family Partners, Ltd. 97.9%
James W. Allen 2.0%
Total 100.0%
12. ADDITIONAL PROVISIONS. The Partners and the Partnership shall be subject to
the following additional provisions:
(a) No Priority. Except as otherwise expressly provided in this Agreement,
no Limited Partner shall have any priority as to contributions or as to compensation by
way of income.
(b) Withdrawal of Assets. No right is given to any Limited Partner to
demand or receive property other than cash in return for such Limited Partner's
contribution.
Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Page 3
(c) Assignment Restricted. No Limited Partner may assign any part of the
Limited Partner's interest in the Partnership and have the assignee thereof admitted as a
substitute limited partner without the written consent of both of the General Partners. A
Limited Partner may otherwise assign an interest in the Partnership to an affiliate of the
Limited Partner so long as such assignment does not result in a termination or
reclassification of the Partnership for federal income tax purposes, is made in compliance
with applicable federal and state securities laws and does not constitute or result in a
breach of any contractual restriction or transfer of any agreement to which the
Partnership is a party or by which the Partnership or any of its property is bound.
(d) Admission Restricted. Except as otherwise provided in this Agreement,
no right is given to the Partners to admit any other parties as partners of the Partnership.
(e) Other Activities. The Partners hereby acknowledge that the Partners and
their respective affiliates own interests in and manage, and may continue to own interests
in and manage, other partnerships, which are or may be engaged in the ownership,
management and operation of investments in real estate or other businesses, and that the
Partners and their affiliates engage, and may continue to engage, in other distinct or
related businesses, some or all of which may be competitive with the business of the
Partnership, without first offering any such interest to the Partnership or the other
Partners. No Partner of this Partnership shall have any right with respect to any other
such partnerships or businesses by virtue of being a Partner of this Partnership.
13. SINGLE PURPOSE ENTITY.
(a) The Partnership is being formed for the sole purpose of acquiring, owning,
holding, leasing, and selling or otherwise disposing of the Property. Notwithstanding any
other provision of this Agreement to the contrary, without the prior written consent of all
the Partners of the Partnership, the Partnership shall not: own any material asset other
than the Property and personal property incidental thereto;
(1) engage in any business other than necessary or appropriate for the
ownership, management, or operation of the Property;
(2) subject the Property to any liens other than liens securing ad
valorem taxes not yet due and payable;
(3) incur any indebtedness, except for usual and customary expenses
incurred in the ordinary course of business of owning, managing and operating
the Property, provided that such expenses are paid within sixty (60) days of when
incurred;
(4) fail to conduct business solely in the Partnership's name or to
maintain books, records and bank accounts of the Partnership separate from any
other person or entity;
Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Page 4
(5) fail to hold itself out to the public as a legal entity separate from
any other entity;
(6) fail to maintain adequate capital for the usual obligations
reasonably foreseeable in a business of the Partnership's size and character and in
light of the Partnership's contemplated business operations;
(7) commingle its assets with the assets of any of its partners or
affiliates, or of any other person or entity or transfer any assets to any such person
or entity, other than payments or reimbursements to the general partner to provide
funds for the payment of expenses of owning, managing and operating the
Property or distributions on account of equity interests in the Partnership
permitted and properly accounted for; or
(8) dissolve, liquidate, consolidate, merge or sell all or substantially all
of the Partnership's assets.
(b) Notwithstanding any other provision herein to the contrary, the joinder of
both the HPI General Partner and the Allen General Partner shall be required to file, on
behalf of the Partnership, or consent on behalf of the Partnership to the filing of, a
petition pursuant to applicable bankruptcy, insolvency, liquidation or reorganization
statutes, or the Partnership's making an assignment for the benefit of creditors, and
neither the Partnership (except by the joint action of the HPI General Partner and the
Allen General Partner) nor any other Partner shall have the authority to file or consent to
a petition pursuant to applicable bankruptcy, insolvency, liquidation or reorganization
statutes, or make an assignment for the benefit of creditors. The HPI General Partner and
the Allen General Partner shall have sole and absolute discretion in the exercise of the
rights granted by this Section 13(b) to the HPI General Partner and the Allen General
Partner and neither the HPI General Partner nor the Allen General Partner shall have any
fiduciary duty to the Partnership or any other Partner with respect to the manner in which
such authority is exercised.
To the extent of any inconsistency between the provisions of this Section 13 and the other
provisions of this Agreement, the provisions of this Section 13 shall control.
14. Indemnification of General Partners.
(a) Each of (i) the Partnership, (ii) the Allen General Partner and (iii) the
Limited Partners agrees to defend, indemnify and hold harmless the HPI General Partner
and its officers, directors, partners, agents and affiliates to the fullest extent permitted by
law and to defend, save and hold them harmless from and in respect of all fees, costs,
losses, damages and expenses (including reasonable attorneys' fees) incurred in
connection with or resulting from the HPI General Partner's and/or the Allen General
Partner's exercise of the authority granted to such General Partners pursuant to
Section 13(b).
Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Page 5
(b) Each of (i) the Partnership, (ii) the HPI General Partner and (iii) the
Limited Partners agrees to defend, indemnify and hold harmless the Allen General
Partner and its officers, directors, partners, agents and affiliates to the fullest extent
permitted by law and to defend, save and hold them harmless from and in respect of all
fees, costs, losses, damages and expenses (including reasonable attorneys' fees) incurred
in connection with or resulting from the HPI General Partner's and/or the Allen General
Partner's exercise of the authority granted to such General Partners pursuant to
Section 13(b).
15. GOVERNING LAW. Unless otherwise provided in this Agreement, the Partnership
shall be governed by the BOC.
[signatures on followingpage(s)]
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Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Page 6
•
IN WITNESS WHEREOF, the undersigned have duly executed and acknowledged this
Agreement of Limited Partnership to be effective as of May 29, 2007.
GENERAL PARTNERS:
ALLEN GENERAL PARTNER:
J. ALLEN INVESTMENTS, ■ ",
a Texas • • ,.. ation, • . general partner
i
By: a �< i
Name: 'VIM.
Title: mill
HPI GENERAL PARTNER:
HPI - CITYBASE WEST MANAGEMENT, LLC,
a Texa 1 'tedi 'ability company,
By:, It2;,...._'
Mark 1. Granados, Manager
LIMITED PARTNERS:
JAM k i\M3f
. ALLEN
J. ALLEN FAMILY PARTNERS, LTD.
a Texas limited partnership,
By: J. Allen Investments, Inc,
a Texas ca is • a 'on, its - -rat partner
By: ' d a
x_ j
Name: �, i..
Title: ■►':a
Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Signature Page
1
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
A 47.24 -acre tract situated in the City of San Antonio, Bexar County, Texas and being
approximately 16.73 acres out of the Anselmo Gallan Survey No. 25, Abstract 259, NCB 10934
and 30.51 acres out of the William Small Survey No. 26, Abstract 670, NCB 10934 and being
the same 47.233 -acre tract of land surveyed by Bain Medina Bain, Inc. on the 10 day of
February, 2003 and being a portion of the 509 -acre tract of land of record in Volume 63,
Page 317 and a 131 -acre tract of land of record in Volume 63, Page 319 both of the Deed
Records of Bexar County, Texas.
Limited Partnership Agreement of
SOUTH NEW BRAUNFELS 47, LTD. Exhibit A
Do :: B.k Vol Fs
EXHIBIT " 0101D2955 OR 3635 138
A 0.4102 of an acre or 17,870 square feet more or Less, tract of land, out of the Richard Carter
League, Brazos County, Texas and being all of a Lots 9 and 10 of the Armstrong Addition of
College Station of record in Volume 155 Page 376, Deed Records of Brazos County, Texas, and
being a portion of Lot 29 of the D. A. Smith Subdivision (called the Sousares Tract on the
Armstrong Addition Plat) of record in Volume 49 Page 106, Deed Records of Brazos County,
Texas and being more particularly described by metes and bounds as follows:
BEGINNING: At a set 1/2" iron rod with a blue plastic cap stamped "KFW SURVEYING" in
the northeast right of way line of Texas Avenue — State Highway No 6, for the southeast comer
of the remainder of the Sousares Tract and this tract and the southwest comer of a tract of land
conveyed to LQM Operating Partners, LP of record in Volume 1007 Page 488, Official Public
Record of Brazos County, Texas.
THENCE: with the northeast right of way line of Texas Avenue and the southwest line of
Sousares Tract and this tract the following calls and distances:
1) N45 °17'20 "W, a distance of 46,88 feet to a set 1/2" iron rod with a blue plastic cap
stamped "KFW SURVEYING" for an angle point, and
2) N11 °47'22 "W, a distance of 4.03 feet to found 1/2" iron rod for the southeast corner
of a tract of land conveyed to Amerco Real Estate Company of record in Volume
1199 Page 125, Official Public Records of Brazos County, Texas.
THENCE: N40 °30' 12"E with the northwest line of the Sousares Tract and the southeast line of
Lot 11, a distance of 129,:32 feet to a set 1/2" 'iron rod with a blue plastic cap stamped "IC W _:
SURVEYING" in the southwest line of Lot 10, for the northeast corner of Lot 11 and for the
northwest corner of the Sousares Tract, for an interior corner of the tract described herein; •
TitENCE: N49 °19'05 "W with the southwest line of Lot 10 and the northeast line of Lot 11, a`
distance of 33.45 feet to a found 1/2" iron pin in the southeast right of way line of Poplar Street a-
50' right of way dedicated in Volume 155 Page 376, Deed Records of Brazos County, Texas, for
the northwest corner of Lot 11 and the southwest corner of Lot 10 and the most northern :I :.
southwest comer of the tract described herein;
THENCE: N27 °35'36"E with the southeast right of way line of Poplar Street and the northwest i
line of Lots 10 and 9, at a distance of 59.39 feet passing a found 1/2" iron rod for the northwest'.-,:-. ;
corner of Lot 10 and the southwest corner of Lot 9 and continuing for a total distance of 119 08..: ,17.. '..
feet to a set 1/2" iron rod with a blue plastic cap stamped "KFW SURVEYING" for the
northwest corner of Lot 9 and this tract fand
�� the
of land conveyed to fGeorge from
C which a found , ux bears
1/2" iron rod for the northwest corner O
N40 °30'12 "E, a distance of 86.56 feet
THENCE: S49 °19'05 "E with the northeast line of Lot 9 and the southwest line of Lot 8, a
distance of 110.00 feet to a set 1/2" iron rod with a blue plastic cap stamped "KFW
SURVEYING" in the northwest line of the LQM tract, for the southeast corner of Lot 8 and tire .
northeast corner of Lot 9 and this tract
THENCE: S40 °30' 12 "W with the northwest line of the LQM tract and the northeast line of Lots
9, 10 and the Sousares Tract and this tract, at a distance of 58..14 feet passing a set 1/2" iron rod
with a blue plastic cap stamped "KFW SURVEYING" for the common lot comer 9/10, and at a
distance of 115.99 feet passing a set 1/2" iron rod with a blue plastic cap stamped "KFW
S d Z
continuing n g for the southeast distance of 251.06 feet to Tract
tine POINT OF BEGINNING G and
and contrnurng for a total
containing 0.4102 of an acre. Said tract being described in accordance with a survey prepared by
KFW Surveying.
THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE TEXAS SECURITIES ACT AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. THE
INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT
SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION.
ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS
AGREEMENT.
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
SOUTH NEW BRAUNFELS 47, LTD.
(a Texas Limited Partnership)
TABLE OF CONTENTS
1. Defined Terms 1
2. Formation of Partnership 6
2.1 Formation 6
2.2 Name 6
2.3 Principal Office 6
2.4 Term 6
2.5 Registered Agent and Registered Office 6
2.6 Recordation and Filing 6
2.7 Tax Status 6
2.8 WAIVER OF PARTITION 6
3. Purpose and Nature of Business 7
3.1 Purposes 7
4. Contribution to Capital and Issuances of Additional Interests 7
4.1 General Partner Capital Contribution 7
4.2 Failure to Contribute. 7
4.3 No Interest 7
4.4 Capital Accounts 7
5. Distributions 8
5.1 Distributions of Cash. 8
5.2 Distributions in Kind 8
5.3 Amounts Withheld. 8
5.4 Distributions on Dissolution 8
6. Allocations and Other Tax and Accounting Matters 8
6.1 Allocations 8
6.2 Bank Accounts; Investments 8
6.3 Books of Account; Records 9
6.4 Financial Statements 9
6.5 Tax Returns and Information 9
6.6 Tax Elections 9
6.7 Tax Matters Partner 9
6.8 Varying Interests 10
7. Rights, Duties and Restrictions of the General Partner 10
7.1 Authority, Powers and Duties of General Partner 10
7.2 Specific Limitations on General Partner 11
7.3 Management Obligations and Duties of the General Partner. 11
7.4 Waiver and Indemnification 12
7.5 Removal 13
i
7.6 Compliance With Law 13
7.7 Power of Attorney 13
7.8 Officers 13
7.9 Duties and Conflicts 13
7.10 Registration as L.L.P Error! Bookmark not defined.
8. Rights and Obligations of the Limited Partners 14
8.1 No Participation in Control 14
8.2 Withdrawal 14
9. Meetings and Means of Voting 14
9.1 Meetings of the Partners 14
9.2 Vote By Proxy 14
9.3 Conduct of Meeting 15
9.4 Action Without a Meeting 15
9.5 Closing of Transfer Record 15
10. Transfer of Partnership Interests 15
10.1 General Partner Transfer 15
10.2 Transfers by Limited Partners 15
10.3 Additional Limited Partners 15
10.4 No Pledge of Interest. 15
10.5 Spouses' Community Interest Subject to Agreement 15
11. Dissolution, Liquidation, Winding -Up and Termination 16
11.1 Causes of Dissolution 16
11.2 Reconstitution 16
11.3 Winding Up and Liquidation 16
11.4 Timing Requirements 17
11.5 Sales Receivables 17
11.6 Documentation of Dissolution and Termination 17
11.7 Distribution Upon Liquidation 17
11.8 Distribution of Assets in Kind. 18
12. Amendments to Partnership Agreement 18
12.1 Generally 18
12.2 Administrative Amendments. 18
12.3 Consent. 19
13. Alternative Dispute Resolution 19
13.1 Mediation. 19
13.2 Binding Arbitration 19
13.3 Attorneys' Fees. 20
ii
14. General Provisions 20
14.1 Notices 20
14.2 Successors 20
14.3 EFFECT AND INTERPRETATION 20
14.4 Counterparts 20
14.5 Partners Not Agents 20
14.6 Entire Understanding; Etc 21
14.7 Severability 21
14.8 Construction of Agreement 21
14.9 Incorporation of Exhibits 21
14.10 Assurances 21
14.11 Time 21
14.12 Partnership Property 21
Schedule A: Capital Contributions and Percentage Interests
iii
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
SOUTH NEW BRAUNFELS 47, LTD.
(a Texas Limited Partnership)
This Amended and Restated Limited Partnership Agreement dated and effective as of the
1st day of April, 2009 is entered into by and between J. Allen Investments, Inc., a Texas limited
corporation, as general partner, and those Persons named under the heading "Limited Partners"
in Schedule A hereto, as the limited partners, and replaces and supersedes that certain Limited
Partnership Agreement of South New Braunfels 47, Ltd. dated effective as of May 29, 2007 (the
"Initial Partnership Agreement ").
WITNESSETH:
WHEREAS, the Partners desire to amend and restate the Initial Partnership Agreement
with respect to the business purpose of the Partnership and related issues;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms.
The capitalized terms used in this Agreement shall, unless the context otherwise requires,
have the meanings specified in this Article One.
"Act" means the Texas Revised Limited Partnership Act, Vernon's Texas Civil Statutes
Art. 6132a1, as amended and any successor thereto.
"Affiliate" means, with respect to any Person, any Entity which directly or indirectly
through one or more intermediaries, Controls, is Controlled by, or is under common Control
with, such Person.
"Agreement" means this Amended Limited Partnership Agreement.
"Bankruptcy" means, with respect to any Partner, (i) the commencement by such
Partner of any proceeding seeking relief under any provision or chapter of the federal
Bankruptcy Code or any other federal or state law relating to insolvency, bankruptcy,
arrangement, readjustment of debt, receivership, trusteeship, liquidation or reorganization; (ii) an
adjudication that such Partner is insolvent or bankrupt; (iii) the entry of an order for relief under
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the federal Bankruptcy Code with respect to such Partner; (iv) the filing of any such petition or
the commencement of any such case or proceeding against such Partner, unless such petition and
the case or proceeding initiated thereby are dismissed within sixty (60) days from the date of
such filing; (v) the filing of an answer by such Partner admitting the material allegations of any
such petition; (vi) the appointment of a trustee, receiver or custodian for all or substantially all of
the assets of such Partner unless such appointment is vacated or dismissed within sixty (60) days
from the date of such appointment but not less than five (5) days before the proposed sale of any
assets of such Partner; (vii) the insolvency of such Partner or the execution by such Partner of a
general assignment for the benefit of creditors; (viii) the convening by such Partner of a meeting
of its creditor, or any class thereof, for purposes of effecting a moratorium upon or extension or
composition of its debts; (ix) the failure of such Partner to pay its debts as they mature; (x) the
levy, attachment, execution or other seizure of substantially all of the assets of such Partner
where such seizure is not discharged within thirty (30) days thereafter; (xi) the admission by
such Partner in writing of its inability to pay its debts as they mature or that it is generally not
paying its debts as they become due; or (xii) such Partner's Partnership Interest becoming subject
to garnishment, sequestration, attachment, levy, or any similar remedy by any prejudgment or
post-judgment creditor.
"Capital Account" means the account described in Article 4 hereof.
"Capital Contribution" means, with respect to any Partner, the amount of money and
initial Gross Asset Value of any property other than money contributed to the Partnership with
respect to the Partnership Interest held by such Partner (net of liabilities to which such property
is subject).
"Code" means the Internal Revenue Code of 1986, as amended.
"Control" means the ability, whether by the direct or indirect ownership of shares or
other equity interests, by contract or otherwise, to elect a majority of the directors of a
corporation, to select the managing partner of a partnership, or otherwise to select, or have the
power to remove and then select, a majority of those persons exercising governing authority over
an Entity. In the case of a limited partnership, the sole general partner, all of the general partners
to the extent each has equal management control and authority, or the managing general partner
or managing general partners thereof shall be deemed to have control of such partnership and, in
the case of a trust, any trustee thereof or any Person having the right to select any such trustee
shall be deemed to have control of such trust. The terms "Controls" and "Controlled" shall
have correlative meanings.
"Depreciation" means, for each Fiscal Year, an amount equal to the depreciation,
amortization, or other cost recovery deduction allowable 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
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determined with reference to such beginning Gross Asset Value using any reasonable method
selected by the General Partner.
"Entity" means any general partnership, limited partnership, corporation, limited liability
company, joint venture, trust, cooperative or association.
"Fiscal Year" means the calendar year.
"General Partner" means J. Allen Investments, Inc., or its permitted successors and
assigns who, at the time of reference thereto, are duly admitted as general partners of the
Partnership, and any other Person who, at the time of reference thereto, is duly admitted as a
general partner of the Partnership in accordance with this Agreement, each of the foregoing in its
capacity as a general partner of the Partnership.
"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for
federal income tax purposes, except as follows:
(a) the initial Gross Asset Value of any asset contributed by a Partner to a
Partnership shall be the gross fair market value of such asset on the date of
contribution to the Partnership, as determined by the General Partner;
(b) the Gross Asset Values of all Partnership Assets shall be adjusted upward
or downward to reflect any unrealized gain or loss (i) immediately prior to
the acquisition of an additional interest in the Partnership by any new or
existing Partner, including acquisition of an interest by gift or deemed gift,
(ii) immediately prior to the distribution by the Partnership to a Partner of
more than a de minimis amount of money or other property as
consideration for an interest in the Partnership, and (iii) immediately prior
to the liquidation of the Partnership within the meaning of Regulations
Section 1.704- 1(b)(2)(ii)(g); and
(c) the Gross Asset Value of an asset shall be adjusted each Fiscal Year by the
Depreciation with respect to such asset taken into account for purposes of
computing Net Income and Net Loss for such year.
"Indemnitee" means (i) any Person made a party to a proceeding by reason of its status
as (A) a Partner, (B) a director, officer or trustee of a Partner, or (C) an employee of the
Partnership, and (ii) such other Persons (including Affiliates of the General Partner, the Limited
Partners or the Partnership) as the General Partner may designate from time to time.
"Initial Partners" means those persons listed on Schedule A hereto as either General or
Limited Partners.
"Limited Partners" means those Persons listed under the heading "Limited Partners"
in Schedule A hereto, and any other Person who, at the time of reference thereto, is duly
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admitted as a limited partner of the Partnership in accordance with this Agreement, each of the
foregoing in its capacity as a limited partner of the Partnership.
"Majority -In- Interest" of the Limited Partners, means one or more Limited Partners
holding in the aggregate more than fifty percent (50 %) of the Percentage Interests then held by
the Limited Partners as a class. A "Majority -In- Interest" of some lesser or greater portion of
the Partners shall mean one or more such Partners holding in the aggregate more than fifty
percent (50 %) of the Percentage Interests then held by such Partners as a group.
"Net Income or Net Loss" shall mean, for each Fiscal Year or other applicable period,
an amount equal to the partnership's taxable income or loss for such year or period, determined
in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or
deduction required to be stated separately pursuant to Section 703(a) of the Code shall be
included in taxable income or loss), with the following adjustments:
(a) Realized and unrealized profits and losses with respect to all securities
positions shall be computed and included in Net Income or Net Loss;
(b) The computation of all items of income, gain, loss and deduction shall be
made without regard to the fact that items described in Sections
705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable in gross
income or are neither currently deductible nor capitalized for federal
income tax purposes;
(c) In the event that the Gross Asset Value of the Partnership's assets is
adjusted pursuant to the definition of "Gross Asset Value" and Section 4.4
hereof, the amount of such adjustment shall be taken into account as gain
or loss from the disposition of such assets for purposes of computing Net
Income or Net Loss;
(d) Any income, gain or loss attributable to the taxable disposition of any
Partnership property shall be determined as if the adjusted basis of such
property as of such date of disposition were equal in amount to the
Partnership's Gross Asset Value with respect to such property as of such
date; and
(e) 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 for such Fiscal Year.
"Partners" means, collectively, the General Partner and the Limited Partners.
"Partner" means any one of the Partners.
"Partnership" means the limited partnership hereby constituted, as such limited
partnership may from time to time be constituted.
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"Partnership Interest" means an ownership interest of a Partner in the Partnership from
time to time, including such Partner's Percentage Interest and Capital Account, and any and all
benefits to which the holder of such Partnership Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the terms of this
Agreement.
"Percentage Interest" means the percentage ownership interest of a Partner in the
Partnership from time to time. The initial Percentage Interest of each Partner is as set forth
opposite its respective name on the attached Schedule A. The Percentage Interest of each Partner
may be adjusted from time to time pursuant to Section 4.1 below.
"Person" means any individual or Entity.
"Regulations" shall mean the final, temporary or proposed regulations promulgated
under the Code, as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).
"Required Interest" of the Limited Partners, means one or more Limited Partners
holding in the aggregate seventy -five percent (75 %) of the Percentage Interests then held by the
Limited Partners as a class. A "Required Interest" of some lesser or greater portion of the
Partners shall mean one or more such Partners holding in the aggregate seventy -five percent
(75 %) of the Percentage Interests then held by such Partners as a group.
"Schedule A" means the schedule attached hereto and labeled "Schedule A."
"Securities Act" means the Securities Act of 1933, as amended.
"Transfer" means an attempted change in the ownership of a Partnership Interest,
including changes involuntarily by operation of law, including, but not limited to, the following:
1. a transfer, sale, assignment, bequest, devise or gift to any Person;;
2. a transfer to the heirs or devisees of a deceased Partner under his will or
by the laws of descent and distribution;
3. a transfer to a judicially appointed personal representative as a result of the
adjudication by a court of competent jurisdiction that the transferor Partner is mentally
incompetent to manage his person or property;
4. transfer to the transferor Partner's spouse or former spouse, or heirs of
such spouse or former spouse, in connection with a division of their community or other
property upon the death of the transferor Partner, divorce or the death of such spouse;
5. a general assignment for the benefit of creditors, or any assignment to a
creditor resulting from the creditor's foreclosure upon or execution against such Interest;
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6. the filing by the transferor Partner of a voluntary Bankruptcy petition; or
7. the entry of a judicial order granting the relief requested by the petitioner
in an involuntary Bankruptcy proceeding filed against the transferor Partner.
2. Formation of Partnership.
2.1 Formation. The Partnership was formed as a limited partnership upon the upon
the filing of a Certificate of Limited Partnership for the Partnership (the "Certificate ") in the
office of the Secretary of State of the State of Texas pursuant to the Act.
2.2 Name. The name of the Partnership and the name under which the business of
the Partnership shall be conducted shall be "SOUTH NEW BRAUNFELS 47, LTD." In connection
with the Partnership conducting business under an assumed name, the General Partner shall file
all necessary certificates required under and comply with the Texas Assumed Business or
Professional Name Act, Tex. Bus. & Com. Code §36.01 et seq., as amended. The General
Partner may (i) change the name of the Partnership or (ii) change the trade or fictitious names for
the Partnership as they may determine from time to time with written notice to the Limited
Partners of such change and compliance with the Act or Texas Assumed Business or
Professional Name Act, as applicable.
2.3 Principal Office. The principal office of the Partnership shall be 13909
Nacogdoches Road, San Antonio, Texas 78217 or such other location as the General Partner may
from time to time select with written notice to the Limited Partners of such change.
2.4 Term. The Partnership shall be perpetual.
2.5 Registered Agent and Registered Office. The registered agent of the
Partnership shall be SOUTH NEW BRAUNFELS 47,. LTD, and the registered office of the Partnership
shall be 13909 Nacogdoches Road, San Antonio, Texas 78217. The registered office or the
registered agent, or both, may be changed by the General Partner from time to time upon filing
any statements or certificates required by the Act.
2 6 Recordation and Filing. The General Partner shall execute, file and record, in a
timely manner, any and all certificates, notices, statements and other documents required under
the Act or any other applicable law of any jurisdiction where the Partnership maintains an office
or does business.
2.7 Tax Status. Each of the Partners hereby recognizes that this Partnership will be
subject to the provisions of Sub - Chapter K of Chapter 1 of Subtitle A of the Code.
2.8 WAIVER OF PARTITION. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES, DURING THE TERM OF THE PARTNERSHIP, ANY RIGHT
TO MAINTAIN ANY ACTION FOR PARTITION WITH RESPECT TO THE PROPERTY OF
THE PARTNERSHIP. NO PARTNER SHALL HAVE ANY INTEREST IN SPECIFIC
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PROPERTY OF THE PARTNERSHIP, INCLUDING, BUT NOT LIMITED TO, ANY LIFE
INSURANCE ON THE LIFE OF ANY PARTNER.
3. Purpose and Nature of Business.
3.1 Purposes. The principal purposes of the Partnership are and shall be (i) to pursue
and engage in acquisition, ownership, maintenance, leasing, management, operation,
development, improvement, construction, financing, refinancing and sale, exchange or other
disposition of real property and improvements thereon in the State of Texas and to take such
other and further actions as may be necessary or appropriate in order to develop, construct,
operate, manage, lease, mortgage, sell and otherwise deal with any such property. The
Partnership is and shall be authorized to take such other and further actions and engage in such
other and further activities as may be necessary or appropriate in connection with the purposes
specified hereinabove or as may from time to time be specified by agreement of the Partners as
provided in this Agreement.
4. Contribution to Capital.
4.1 Capital Contributions. Each Limited Partner has made Capital Contributions as
reflected in the books and records of the Partnerships and/or shall contribute to the Partnership as
required in accordance with the terms of this Partnership Agreement.
4.2 Failure to Contribute. Partnership's Remedies if Partner fails to make
Required Capital Contribution. If a Limited Partner fails to make a Capital Contribution by
the time required, that Limited Partner is a "Delinquent Partner ". On notice to the Delinquent
Partner, the other Partners may request that Oppenheimer, Blend, Harrison & Tate, Inc., or such
counsel as they may deem suitable, terminate the equity shareholder status of the Delinquent
Partner without "cause."
4.3 No Interest. No Partner shall be entitled to (i) receive interest on its Capital
Contribution; (ii) withdraw any part of its Capital Contribution; or (iii) receive any distribution
from the Partnership, except as specifically provided herein.
4.4 Capital Accounts. The Partnership shall establish and maintain for each Partner
other than the General Partner a separate account ( "Capital Account ") in accordance with the
rules of Regulations Section 1.704- 1(b)(2)(iv). The Capital Account of each Partner shall be
increased by (i) the amount of all Capital Contributions and any other contributions made by
such Partner to the Partnership pursuant to the Agreement and (ii) the amount of Net Income
allocated to such Partner pursuant to Section 6.1. The Capital Account of each Partner shall be
decreased by (x) the amount of cash or Gross Asset Value (net of any liabilities to which such
property is subject) of any distributions of cash or property made to such Partner pursuant to
Article 5 of the Agreement, and (y) the amount of Net Loss or other items of loss or deduction
allocated to such Partner pursuant to Sections 6.1. The Capital Account of each Partner shall
also be increased or decreased to reflect the revaluation of Partnership assets occurring at the
times specified in the definition of "Gross Asset Value." Each Partner shall have a single Capital
Account that reflects all its Partnership Interest, regardless of the class of Partnership Interests
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owned by that Partner and regardless of the time and manner in which such Partnership Interests
were acquired. Generally, a transferee (including any assignee) of a Partnership Interest shall
succeed to a pro rata portion of the Capital Account of the transferor. These provisions are
intended to comply with Regulations Section 1.704 -1(b) and shall be interpreted and applied in a
manner consistent with such Regulations. In the event the General Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership or the Partners), are
computed in order to comply with such Regulations, the General Partner may make such
modification, provided that it is not likely to have a material effect on the amounts distributable
to any Person pursuant to Article 11 of the Agreement upon the dissolution of the Partnership.
5. Distributions.
5.1 Distributions of Cash. The General Partner shall cause the Partnership to
distribute cash, at such times, in such aggregate amounts, and among the Partners in such ratio,
as the General Partner may determine with the approval of a Required Interest of the Limited
Partners.
5.2 Distributions in Kind. No Partner may demand or receive a distribution from
this Partnership in any form other than cash, regardless of the nature of the Partner's capital
contribution, except as provided in Section 11.8 in connection with the liquidation of the
Partnership.
5.3 Amounts Withheld. All amounts withheld pursuant to the Code or a provision of
any state or local tax law with respect to any allocation, payment or distribution to a Partner shall
be treated as an amount distributed to such Partner for all purposes of this Agreement and, if cash
is not distributed to other Partners in connection with the event that gave rise to such
withholding, the amount withheld shall be deemed an advance to such Partner of subsequent
distributions of cash under Section 5.1 or Partnership funds under Article 11 upon liquidation of
the Partnership, as appropriate.
5.4 Distributions on Dissolution. Notwithstanding the provisions of Section 5.1 to
the contrary, all distributions to be made from and after the dissolution of the Partnership shall be
made in accordance with the provisions of Article 11.
6. Allocations and Other Tax and Accounting Matters.
6.1 Allocations. The Net Income, Net Loss and any other items of income, gain,
loss, deduction or credit of the Partnership shall be allocated to the Partners pro rata in
accordance with their Percentage Interests.
6.2 Bank Accounts; Investments. Capital Contributions, revenues and any other
Partnership funds shall be deposited by the General Partner in one or more bank accounts or
brokerage accounts established in the name of the Partnership, or shall be invested by the
General Partner in furtherance of the purposes of the Partnership. Funds deposited in the
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Partnership's accounts may be withdrawn only to be invested in furtherance of a Partnership
purpose, to pay Partnership debts or obligations or to be distributed to the Partners pursuant to
this Agreement.
6.3 Books of Account; Records. At all times during the continuance of the
Partnership, the General Partner shall maintain or cause to be maintained full, true, complete and
correct books of account in accordance with such method of accounting as the General Partner
determines to be appropriate and available under the Code and on a basis consistent with
appropriate provisions of the Code wherein shall be entered particulars of all monies, goods or
effects belonging to or owing to or by the Partnership, or paid, received, sold or purchased in the
course of the Partnership's business, and all of such other transactions, matters and things
relating to the business of the Partnership as are usually entered in books of account kept by
persons engaged in a business of a like kind and character. In addition, the Partnership shall
keep all records as required to be kept pursuant to the Act, including, without limitation, (i) a
current list of the names, addresses and the Percentage Interests held by each of the Partners, (ii)
copies of federal, state and local information or income tax returns for each of the Partnership's
six (6) most recent years, and (iii) copies of this Agreement, including all amendments or
restatements. The books and records shall be kept at the principal office of the Partnership, and
each Partner or assignee of a Partner's Interest or such Person's duly authorized representative, on
written request stating the purpose, may examine and copy, at any reasonable time, for any
proper purpose, and at the Partner's expense, the records required to be kept under this section
and other information regarding the business, affairs and financial condition of the Partnership as
is just and reasonable for the person to examine and copy.
6.4 Financial Statements. Within ninety (90) days following the end of each Fiscal
Year, the General Partner shall prepare or cause to be prepared at Partnership expense, financial
statements (including, statements of assets and liabilities, statements of revenue and expenses,
statements of partners' equity and statements of cash flow) of the Partnership for the such Fiscal
Year, which financial statements shall be prepared in accordance with such method of
accounting as the General Partner determines to be appropriate and available under the Code and
on a basis consistent with appropriate provisions of the Code. The General Partner shall furnish
a copy of such financial statements to each Limited Partner.
6.5 Tax Returns and Information. The General Partner shall prepare or cause to be
prepared at Partnership expense all federal, state and local income and other tax returns of the
Partnership on a timely basis. On or before March 31 of each year, the General Partner shall
furnish to each Limited Partner such Limited Partner's Form K -1.
6.6 Tax Elections. All elections required or permitted to be made by the Partnership
under any applicable tax law shall be made by the General Partner in its sole discretion;
provided, however; without the consent of all Partners, the General Partner may not make an
election for the Partnership to be excluded from the application of Subchapter K of the Code or
any similar provisions of State law, or to be an association taxable as a corporation.
6.7 Tax Matters Partner. The General Partner shall be the "tax matters partner" of
the Partnership, within the meaning of Section 6231(a)(7) of the United States Internal Revenue
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Code of 1986 and any regulations issued thereunder, unless the Code or the regulations issued
thereunder requires another person to be the tax matters partner. If there is more than one
General Partner, then the General Partner with the largest combined General and Limited
Partnership Interest shall be the Tax Matters Partner.
6.8 Varying Interests. In the event that Partners are admitted to the Partnership on
different dates during any Partnership Fiscal Year or if the Percentage Interests of the Partners
vary on different dates during any Fiscal Year, or if a transferee not admitted as a Partner
receives rights as a transferee during a Fiscal Year, Partnership Net Income or Net Loss for such
Fiscal Year or other period shall be allocated among the Partners (and, where applicable,
transferees) in proportion to each Partner's Percentage Interest from time to time during such
Fiscal Year in accordance with Code Section 706, using the closing of the books method. An
allocation will be made based on the closing of the books each year on May 31 and December
31.
7. Rights, Duties and Restrictions of the General Partner.
7.1 Authority, Powers and Duties of General Partner. The General Partner shall
be responsible for the management of the Partnership's business and affairs, and the Partnership
shall be managed solely by the General Partner, provided, however, that the General Partner may
delegate some or all of such responsibilities to officers, agents and employees of the Partnership
as provided in Section 7.8 hereof. The General Partner shall not own a capital account with
respect to, or an ownership interest in, the Partnership. Except as otherwise expressly provided
in this Agreement or as delegated by the General Partner, the General Partner shall have the
exclusive duty, power and authority to take such action for and on behalf of the Partnership as
the General Partner shall from time to time deem necessary or appropriate to carry on the
Partnership business and to carry out the purposes for which the Partnership was organized. If
there is more than one General Partner, all the General Partners' obligations will be joint and
several. Without limiting the generality of the foregoing, but subject to the limitations of Section
7.2 and subject to any express provisions to the contrary in this Agreement, the General Partner
shall have the right, power and authority, in the name of, and on behalf of, the Partnership:
(a) To select, invest and reinvest Partnership funds and property, other than
the investments specified at Section 7.2(a) below (for which unanimous
consent shall be required), and otherwise to act in accordance with the
intent of the Limited Partners as set forth in the Contribution Agreement;
(b) To execute any and all agreements, contracts, documents, certifications
and instruments necessary or convenient in connection with the
establishment of bank accounts or brokerage accounts and filing of all tax
returns;
(c) To retain or employ and coordinate the services of independent
contractors, officers, employees, supervisors, accountants, attorneys and
other Persons (on such terms as the General Partner and a Majority -in-
Interest of the Limited Partners determines are reasonable based upon the
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•
scope of the duties and responsibilities to be performed) necessary or
appropriate to carry out the business and purposes of the Partnership
(including the Limited Partners individually and employees of the General
Partner, the Limited Partners or any of their Affiliates);
(d) To open and maintain bank and investment accounts and arrangements,
draw checks and other orders for paying money; and
(e) To engage in any kind of activity and to perform and carry out such
contracts of any kind necessary to, in connection with, or incidental to the
accomplishment of, the business and purposes of the Partnership.
Except as otherwise provided herein, to the extent the duties of the General Partner require
expenditures of funds to be paid to third parties, the General Partner shall not have any
obligations hereunder except to the extent that Partnership funds are reasonably available to the
General Partner for the performance of such duties, and nothing herein contained shall be
deemed to authorize or require the General Partner, in its capacity as such, to expend its
individual funds for payment to third parties or to undertake any individual liability or obligation
on behalf of the Partnership.
7.2 Specific Limitations on General Partner. Notwithstanding anything to the
contrary in this Agreement or the Act, without the prior written approval of all of the Limited
Partners to the specific act in question, the General Partner shall have no right, power or
authority to do any of the following acts:
(a) To do any act in contravention of this Agreement or the Certificate;
(b) To terminate, liquidate or wind up the Partnership, except as otherwise
provided in Article 12 of this Agreement;
(c) To change or reorganize the Partnership into any other legal form;
(d) To knowingly perform any act that would subject any Limited Partner to
liability as a general partner in any jurisdiction;
(e) To amend this Agreement, except as otherwise provided in Article 13; or
•
(fj To do any act that would make it impossible to carry on the normal and
ordinary business of the Partnership.
7.3 Management Obligations and Duties of the General Partner. The General
Partner shall devote such amount of its time to the Partnership (which may be less than full -time)
as is reasonable and necessary to manage and supervise the Partnership business and affairs.
Nothing in this Agreement shall preclude the General Partner, at the expense of the Partnership,
from employing any Partner, any Affiliate of any Partner, or a third party to provide management
or other services to the Partnership, always subject, however, to the control of the General
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•
Partner. The General Partner owes no fiduciary duty to the Partnership or to any Partner; the
General Partner does owe a duty of loyalty and a duty of care to the Partnership. The General
Partner will not have liability for loss of income from depreciation in the value of property that
was retained in the form that the General Partner received.
7.4 Waiver and Indemnification.
(a) The Partnership shall, to the fullest extent permitted by law, indemnify
any and all Indemnitees from and against any and all losses, claims,
damages, liabilities, costs and expenses (including reasonable attorneys'
fees and costs), judgments, fines, settlements, and other amounts arising
from any and all claims, demands, actions, suits or proceedings, civil,
criminal, administrative or investigative, that relate to the operations of the
Partnership as set forth in this Agreement in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise,
SPECIFICALLY INCLUDING SUCH INDEMNITEE'S SOLE,
PARTIAL OR CONCURRENT NEGLIGENCE, unless it is
established that: (i) the act or omission of the Indemnitee was material to
the matter giving rise to the proceeding and either was committed in bad
faith or was the result of active and deliberate dishonesty; (ii) the
Indemnitee actually received an improper personal benefit in money,
property or services; or (iii) in the case of any criminal proceeding, the
Indemnitee had reasonable cause to believe that the act or omission was
unlawful. Any indemnification pursuant to this Section 7.4 shall be made
only out of the assets of the Partnership.
(b) Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding shall be paid or reimbursed by the Partnership in advance of
the final disposition of the proceeding upon receipt by the Partnership of
(i) a written affirmation by the Indemnitee of the Indenmitee's good faith
belief that it is entitled to indemnification by the Partnership pursuant to
this Section 7.4 with respect to such expenses and proceeding, and (ii) a
written undertaking by or on behalf of the Indemnitee, to and in favor of
the Partnership, wherein the Indemnitee agrees to repay the amount if it
shall ultimately be determined that the standard of conduct has not been
met.
(c) The indemnification provided by this Section 7.4 shall be in addition to
any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, as a matter of law or otherwise.
(d) The Partnership may purchase and maintain insurance, on behalf of the
Indemnitees and such other Persons as the General Partner shall
determine, against any liability that may be asserted against or expenses
that may be incurred by such Person in connection with the Partnership's
activities, regardless of whether the Partnership would have the obligation
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to indemnify such Person against such liability under the provisions of this
Agreement.
(e) The provisions of this Section 7.4 are for the benefit of the Indemnitees,
their heirs, successors, assigns and administrators and shall not be deemed
to create any rights for the benefit of any other Persons.
7.5 Removal. Upon the written approval of a Required Interest of the Limited
Partners, a General Partner may be removed from the Partnership as long as, if the General
Partner is the last remaining General Partner, a Required Interest of the Limited Partners select a
new General Partner prior to such removal becoming effective. The General Partner will,
however, be removed upon at least a Required Interest of Limited Partners agreeing if: (i) a
General Partner materially breaches the General Partner's obligations and does not cure, or
commence and diligently prosecute curing, the breach within 90 days after notice of the breach
by any Limited Partner; or (ii) the General Partner commits any act or omission of fraud or
malfeasance to the Partnership's injury. Removal of a General Partner shall be effective ten (10)
days following receipt by the General Partner of a written notice executed by the requisite
Limited Partners, as provided in the preceding sentence, referencing its removal and stating the
grounds therefor. If a General Partner is removed from the Partnership, the Partnership Interest
of the General Partner, if any, shall be redeemed.
7.6 Compliance With Law. The General Partner shall at all times use its good faith
best efforts to cause the Partnership to comply with all statutes, laws, ordinances and government
rules and regulations to which it is subject.
7.7 Intentionally Omitted.
7.8 Officers. In accordance with the provisions of Section 7.1, the General Partner
may designate such officers and agents of the Partnership as it may deem necessary or proper in
the conduct of the affairs of the Partnership, delegating to such officers and agents the titles,
duties, responsibilities, and authority reflected in such authorizations. At all times the actions of
the officers and agents shall be subject to the review, delegation, redetermination, direction and
control of the General Partner. The General Partner may remove, terminate, reassign, redefine
the duties of, or change any officer of the Partnership at any time and from time to time.
7.9 Duties and Conflicts. The Partners recognize that the General Partner and its
Affiliates have or may have other business interests, activities and investments, some of which
may be in conflict or competition with the business of the Partnership, and that such Persons are
entitled to carry on such other business interests, activities and investments. The General Partner
and its Affiliates may engage in or possess an interest in any other business or venture of any
kind, independently or with others, on its own behalf or on behalf of other Entities with which it
is affiliated or associated, and such Persons may engage in any activities, whether or not
competitive with the Partnership, without any obligation to offer any interest in such activities to
the Partnership or to any Partner. Neither the Partnership nor any Partner shall have any right by
virtue of this Agreement in or to such activities, or the income or profits derived therefrom, and
the pursuit of such activities, even if competitive with the business of the Partnership shall not be
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deemed wrongful or improper. Provided the transaction terms are no less favorable than those
the Partnership may obtain from unrelated third parties, the General Partner may enter into any
transaction on the Partnership's behalf despite the fact that another party to the transaction may
be: (i) a trust of which a Partner is a trustee or beneficiary; (ii) an estate of which a Partner is a
personal representative or beneficiary; (iii) a business controlled by one or more Partners or a
business of which any Partner is also a director, officer, or employee; (iv) any Affiliate,
employee, stockholder, associate, manager, partner, or business associate; (v) any Partner, acting
individually; or (vi) any Partner's relative.
8. Rights and Obligations of the Limited Partners.
8.1 No Participation in Control. The Limited Partners have the rights and the status
of limited partners under the Act. The Limited Partners, in their capacity as such, shall not
participate in the control of the Partnership's business, transact any business in the Partnership's
name, or have the power to sign documents for or otherwise bind the Partnership; provided,
however, the Limited Partners shall have the consent, voting and other rights expressly provided
herein.
8.2 Withdrawal. A Limited Partner may not withdraw from the Partnership without
obtaining written consent to such withdrawal from the General Partner and a Required Interest of
the Limited Partners (other than the Limited Partner requesting approval of such withdrawal)
within a reasonable time prior to the date of such withdrawal.
9. Meetings and Means of Voting.
9.1 Meetings of the Partners. Meetings of the Partners may be called by delivery of
a written notice ("Meeting Notice ") by the General Partner to each Limited Partner and such
meetings (i) may be called by the General Partner and (ii) shall be promptly called by the
General Partner upon the written request of any one or more Limited Partners. The Meeting
Notice shall state the nature of the business to be transacted at such meeting and no actions or
business shall be transacted or taken at such meeting unless specified in the Meeting Notice. The
Meeting Notice shall be given to all Partners not less than three (3) and not more than sixty (60)
days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting.
Except as otherwise expressly provided in this Agreement or required by the express provisions
of the Act, the requisite vote of the Partners shall be a Required Interest of the Partners which
shall control all decisions for which the vote of the Partners is required hereunder. The presence
of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such
Partner. The Partners may, at their own discretion, participate in any regular or special meeting
by means of conference telephone or similar communications equipment by means of which all
Persons participating in the meeting can hear each other. A Partner's participation in a meeting
pursuant to the preceding sentence shall constitute presence in person at such meeting for all
purposes of this Agreement.
9.2 Vote By Proxy. Each Limited Partner may authorize any person or entity to act
on the Partner's behalf by proxy on all matters in which a Limited Partner is entitled to
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participate, whether by waiving notice of any meeting, or voting or participating at a meeting.
Every proxy must be signed by the Limited Partner authorizing such proxy or such Limited
Partner's attorney -in -fact. No proxy shall be valid after the expiration of eleven (11) months
after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at
the pleasure of the Limited Partner executing it.
9.3 Conduct of Meeting. Each meeting of Partners shall be conducted by the
General Partner or by a Person appointed by the General Partner. The meeting shall be
conducted pursuant to such rules as may be adopted by the General Partner or the Person
appointed by the General Partner for the conduct of the meeting.
9.4 Action Without a Meeting. Notwithstanding anything to the contrary in this
Agreement, any action that may be taken at a meeting of the Partners may be taken without a
meeting upon receipt of written approval of a Majority -In- Interest (or greater percentage as
necessary to take such action under this Agreement) of the Partners of such action. In the event
any action is taken pursuant to this Section 9.4, it shall not be necessary to comply with any
notice or timing requirements set forth in Sections 9.1 or 9.2; provided, however, promptly after
the receipt of written approval of a Majority -In- Interest (or greater percentage, if necessary) of
the Partners of any action pursuant to this Section 9.4, the General Partner shall provide written
notice (describing therein the action taken) of such action to all Partners.
9.5 Closing of Transfer Record. For the purpose of determining the Partners
entitled to notice of or to vote Percentage Interest at any meeting of Partners, any reconvening
thereof, or by consent, the Percentage Interest owned by a Partner, as determined by the General
Partner, that shall be considered in determining the voting rights at such meeting shall be the
Percentage Interest actually owned by such Partner ten (10) days immediately preceding such
meeting, or the date of the Meeting Notice, whichever is earlier.
10. Transfer of Partnership Interests.
10.1 General Partner Transfer. A General Partner shall not Transfer all or any
portion of its Partnership Interest without the consent of all of the Limited Partners.
10.2 Transfers by Limited Partners. No Limited Partner shall Transfer all or any
portion of its Partnership Interest to any transferee, including existing Partners, unless all
Partners other than the transferor have consented in writing to the Transfer, which consent may
be given or withheld in each such Partner's sole and absolute discretion.
10.3 Additional Limited Partners. The General Partner may not admit additional
Persons as partners in the Partnership without the written consent of all of the Limited Partners.
10.4 No Pledge of Interest. No Partner may grant a security interest in or otherwise
pledge, hypothecate or encumber an interest in this Partnership or the Partner's distributions.
10.5 Spouses' Community Interest Subject to Agreement. Where applicable, the
respective spouses of the individual Partners join in the execution of this Agreement to evidence
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that the respective community interest of each, if any, in and to any of the Partner's Partnership
Interests is subject to the terms and provisions of this Agreement in all respects as if the
respective Partners were the sole owners of the Partner's Percentage Interests covered by this
Agreement, and as if each of such spouses was a Partner hereunder with respect to such
community interest. Any option to purchase a Partner's Percentage Interest pursuant to this
Agreement shall include any interest therein owned by the spouse of such Partner.
11. Dissolution, Liquidation, Winding -Up and Termination.
11.1 Causes of Dissolution. The Partnership shall be dissolved upon the first to occur
of the following:
(a) The written election of the General Partner delivered to the Limited
Partners, but only if the General Partner obtains the consent of the
Required Interest of the Limited Partners to such election;
(b) The death, dissolution, termination, retirement, withdrawal or Bankruptcy
of a General Partner, unless the Partnership is continued in accordance
with Section 11.2 below or there is at least one other General Partner that
has not died, dissolved, terminated, retired, withdrawn, or become
bankrupt;
(c) The decree of the dissolution of the Partnership by a court of competent
jurisdiction; or
(d) The expiration of the term provided in Section 2.4.
No act, thing, occurrence, event or circumstance shall cause or result in the dissolution or
termination of the Partnership except as provided above in this Section 11.1.
11.2 Reconstitution. If the Partnership is dissolved as a result of an event described in
Section 11.1(b), the Partnership may be reconstituted and its business continued if, within ninety
(90) days after the date of dissolution, a Majority -in- Interest of the remaining Partners
affirmatively elect to reconstitute the Partnership, agree on the identity of the new general
partner or partners, and execute an instrument confirming such facts. If the Partnership is
reconstituted, an amendment to this Agreement shall be executed and an amended Certificate
filed.
11.3 Winding Up and Liquidation. Upon the dissolution of the Partnership, the
Partnership shall commence to wind up its affairs, and the General Partner shall proceed with
reasonable promptness to liquidate the Partnership property. Except as provided below, during
the period of the winding up of the affairs of the Partnership, the rights and obligations of the
Partners set forth herein shall continue. From and after the dissolution of the Partnership, the
assets of the Partnership shall be liquidated and reduced to cash or cash equivalents for
application and distribution, together with any other distributable cash on hand, in the following
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rank and order:
(a) To the payment of creditors of the Partnership, including the payment of
Partner Loans, in the order of priority as provided by law;
(b) To the establishment and maintenance of a reserve of cash or other assets
of the Partnership to pay contingent liabilities of the Partnership in such
amounts as may be reasonably and in good faith determined by the
General Partner; and
(c) To the Partners in accordance with the positive balances in their Capital
Accounts after giving effect to all contributions, distributions and
allocations for all periods, including the period in which such distribution
occurs and including the allocation described in Section 11.8 below.
11.4 Timing Requirements. In the event that the Partnership is "liquidated" within
the meaning of Section 1.704- 1(b)(2)(ii)(g) of the Regulations, any and all distributions to the
Partners pursuant to Section 11.3 hereof shall be made no later than the later to occur of (i) the
last day of the taxable year of the Partnership in which such liquidation occurs or (ii) sixty (60)
days after the date of such liquidation. Subject to the foregoing, a reasonable time shall be
allowed for the orderly winding up of the business and affairs of the Partnership and the
liquidation of its assets in order to minimize any losses otherwise attendant upon such winding
up.
11.5 Sales Receivables. The winding up of the Partnership shall not be deemed finally
completed until the Partnership shall have received cash payments in full with respect to
obligations such as notes, installment sale contracts and other similar receivables received by the
Partnership in connection with the sale of the Partnership assets. The General Partner or the
Liquidator, as the case may be, shall continue to act to enforce all of the rights of the Partnership
pursuant to any such obligations until paid in full.
11.6 Documentation of Dissolution and Termination. Upon the dissolution of the
Partnership and the appointment of a Liquidator in accordance with Section 11.3, the Liquidator
shall execute and file all appropriate certificates of amendment to the Certificate as required
under the Act, and shall execute, file and record such other certificates, instruments and
documents as it shall deem necessary or appropriate in each state in which the Partnership or its
affiliates do business. Upon the completion of the winding -up of the Partnership (including the
application or distribution of all cash or other assets placed in reserve in accordance with Section
11.3(b)), the Partnership shall be terminated and the General Partner or the Liquidator, as the
case may be, shall execute and file a certificate of cancellation, and any other documents, as
required under the Act, and shall execute, file and record such other certificates, instruments and
documents as it shall deem necessary or appropriate in each state in which the Partnership or its
affiliates do business in order to reflect or effect the termination of the Partnership.
11.7 Distribution Upon Liquidation. IF ANY PARTNER HAS A DEFICIT
BALANCE IN ITS CAPITAL ACCOUNT FOLLOWING LIQUIDATION OF ITS INTEREST
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AS DETERMINED AFTER TAKING INTO ACCOUNT ALL CAPITAL ACCOUNT
ADJUSTMENTS FOR THE PARTNERSHIP'S TAXABLE YEAR IN WHICH SUCH
LIQUIDATION OCCURS, SUCH PARTNER SHALL NOT BE OBLIGATED TO RESTORE
THE AMOUNT OF SUCH DEFICIT BALANCE TO THE PARTNERSHIP. It is the express
intention of the Partners to override the holding of Park Cities Corporation v. Byrd, 534 S.W.2d
668 (Tex. 1976), as contemplated therein, and to satisfy the economic effect requirements of
Subchapter K of the Internal Revenue Code by use of the qualified income offset provided for
herein.
11.8 Distribution of Assets in Kind. If there will be a distribution of any Partnership
assets in kind that have not been sold, the fair market value of that property shall be determined
and the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the
unrealized income, gain, loss, and deduction inherent in such property that has not been reflected
in the Capital Accounts previously would be allocated among the Partners if there were a taxable
disposition of that property for the fair market value of that property on the date of distribution as
required by Section 4.4 regarding Capital Accounts and the definition of Gross Asset Value.
12. Amendments to Partnership Agreement.
12.1 Generally. Amendments to this Agreement may be proposed by the General
Partner from time to time. Following such proposal, the General Partner shall submit in writing
any proposed amendment to the Limited Partners. Except as provided below in this Section
12.1, a proposed amendment shall be adopted and be effective as an amendment hereto only if it
is approved by the General Partner and it receives the written approval of the Required Interest
of the Limited Partners.
12.2 Administrative Amendments. Notwithstanding Section 12.1, the General
Partner shall have the power, without the consent of the Limited Partners, to amend this
Agreement and any related certificates, instruments or other documents as may be required to
facilitate or implement any of the following purposes:
(a) to add to the obligations of the General Partner or surrender any right or
power granted to the General Partner or any Affiliate of the General
Partner for the benefit of the Partnership or the Limited Partners;
(b) to reflect the admission, substitution, termination, or withdrawal of
Partners in accordance with this Agreement;
(c) to reflect a change that is of an inconsequential nature and does not
adversely affect the Limited Partners in any material respect, or to cure
any ambiguity, correct or supplement any provision in this Agreement not
inconsistent with law or with other provisions, or make other changes with
respect to matters arising under this Agreement that will not be
inconsistent with law or with the provisions of this Agreement; and
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(d) to satisfy any requirements, conditions, or guidelines contained in any
order, directive, opinion, ruling or regulation of a federal or state agency
or contained in federal or state law.
The General Partner shall provide written notice to the Limited Partners when any action
under this Section 12.2 is taken.
12.3 Consent. Each Partner agrees to be bound by each and every amendment adopted
in accordance with this Agreement even if such Partner did not execute such amendment.
13. Alternative Dispute Resolution.
13.1 Mediation. In the event any controversy arising under this Agreement is not
resolved by informal negotiations among the Partners involved therein (the "Disputants ") within
the thirty (30) days (or any mutually agreed extension of time) after any Partner requests
negotiations, the controversy shall be referred to the voluntary settlement procedure known as
mediation which process shall be governed by the Texas Civil Practice & Remedies Code,
Section 154.002, et seq. The Disputants shall attempt to select a mutually acceptable mediator,
who shall be a lawyer who has requisite training and accreditation as a mediator to determine the
dispute between the parties. Failing identification of a mutually acceptable mediator by the
Disputants, they shall request the Presiding Judge of the State District Court of Bexar County,
Texas, to appoint a mediator or, in the absence of a Presiding Judge, the Judge of the lowest -
numbered State District Court in Bexar County, Texas. The mediation process shall continue
until the controversy is resolved or the mediator makes a finding that there is no possibility of
settlement through mediation or any Disputant chooses not to continue further. All costs and
expenses of the mediator shall be shared equally by the Disputants.
13.2 Binding Arbitration. In the event any controversy arising under this Agreement
is not resolved by informal negotiations or pursuant to mediation as provided in Section 13.1
hereof, the Partners and the Partnership agree that it is their express intent that any such dispute
not be settled through the judicial system, but rather, after consultation with their respective legal
advisors, the Partnership and the Partners agree to submit any such dispute to binding arbitration.
The Partnership and the Partners agree that binding arbitration, as fully described below, is the
most effective, prudent and reasonable manner to resolve disputes relating to or concerning the
contents of this Agreement. The arbitration panel shall be composed of three (3) persons, one (1)
such person being an attorney licensed to practice law in the State of Texas and two (2) such
persons being certified public accountants. One (1) of the accountants shall be selected by each
of the contesting parties and the (2) two accountants so selected shall select the attorney. The
decision of a majority of the three (3) person panel shall control. The cost of such binding
arbitration shall be split equally between the parties to the arbitration. Furthermore, the Partners
and the Partnership expressly wish that this matter not be heard in the public court system, and
desire that all disputes which may arise amongst or between the signatories hereto remain
confidential. Therefore, the Partnership and the Partners agree as follows:
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR BREACH HEREOF, SHALL BE SETTLED BY ARBITRATION IN
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ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION,
BUT SHALL NOT BE REQUIRED TO BE ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD RENDERED BY
THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF.
13.3 Attorneys' Fees. In the event of any dispute between Partners by reason of a
breach hereunder, or to enforce or interpret any provision, right or obligation hereunder, the
unsuccessful party or parties to such dispute agrees to pay all of the successful party's or parties'
costs and expenses reasonably incurred, including reasonable attorneys' fees, other than
expenses of the arbitration and arbitrators shared as described in Section 13.2 above. For the
purpose of this Agreement, the term "attorney's fees" and "attorneys' fees and costs" shall mean
the fees and expenses of counsel to the parties hereto, which may include printing, photostating,
duplicating and other expenses, air freight charges and fees billed for law clerks, paralegals,
librarians and others not admitted to the bar but performing services under the supervision of any
attorney. Such term shall also include all such fees and expenses incurred with respect to
appeals and Bankruptcy proceedings, and whether or not any action or proceeding is brought
with respect to the matter for which said fees and expenses were incurred. If the unsuccessful
party or parties are not apparent upon resolution of the arbitration, then the arbitrators shall
include the designation of the unsuccessful party or parties in their award.
14. General Provisions.
14.1 Notices. All notices, offers or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and may be personally served, telecopied or
sent by United States mail and shall be deemed to have been given and received when delivered
in person, upon receipt of telecopy or three business days after deposit in United States mail,
registered or certified, postage prepaid, and properly addressed, by or to the appropriate party.
For purposes of this Section 14.1, the addresses of the parties hereto shall be as set forth below
their name on Schedule A hereof. The address of any party hereto may be changed by a notice in
writing given in accordance with the provisions of this Section 14.1
14.2 Successors. This Agreement and all of the terms and provisions hereof shall be
binding upon and shall inure to the benefit of all Partners, and their legal representatives, heirs,
successors and permitted assigns, except as otherwise expressly provided herein.
14.3 EFFECT AND INTERPRETATION. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE
STATE OF TEXAS WITHOUT REGARD TO ANY CONFLICT OF LAWS THEREOF.
14.4 Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.
14.5 Partners Not Agents. Nothing contained herein shall be construed to constitute
any Partner the agent of another Partner, except as otherwise expressly provided herein, or in any
manner to limit the Partners in the carrying on of their own respective businesses or activities.
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14.6 Entire Understanding; Etc. This Agreement constitutes the entire agreement
and understanding among the Partners and supersedes any prior or contemporaneous
understandings and/or written or oral agreements among them respecting the subject matter
within, except for agreements of the Partners set forth in the Shareholder Agreement of THE
HANKE GROUP, P.C. and the employment agreements of the Partners with THE HANKE GROUP,
P.C., as any such agreement may be amended, or amended and restated, for time to time.
14.7 Severability. If any provision of this Agreement, or the application of such
provision to any person or circumstance, shall be held invalid by a court of competent
jurisdiction, the remainder of this Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid by such court, shall not be affected
thereby.
14.8 Construction of Agreement. As used herein, the singular shall be deemed to
include the plural, and the plural shall be deemed to include the singular, and all pronouns shall
include the masculine, feminine and neuter, whenever the context and facts require such
construction. The headings, captions, titles and subtitles herein are inserted for convenience of
reference only and are to be ignored in any construction of the provisions hereof. Except as
otherwise indicated herein, all section and exhibit references in this Agreement shall be deemed
to refer to the sections and exhibits of and to this Agreement, and the terms "herein," "hereof,"
"hereto," "hereunder" and similar terms refer to this Agreement generally rather than to the
particular provision in which such term is used. Whenever the words "including," "include" or
"includes" are used in this Agreement, they shall be interpreted in a nonexclusive manner as
though the words "but is not limited to" immediately followed the same. Time is of the essence
of this Agreement. The language in all parts of this Agreement shall in all cases be construed
simply according to the fair meaning thereof and not strictly against the party which drafted such
language. Except as otherwise provided herein, references in this Agreement to any agreement,
articles, bylaws, instrument or other document are to such agreement, articles, by -laws,
instrument or other document as amended, modified or supplemented from time to time.
14.9 Incorporation of Exhibits. All Exhibits and Schedules attached hereto are
incorporated herein and made a part hereof.
14.10 Assurances. Each of the Partners shall hereafter execute and deliver such further
instruments and do such further acts and things as may be required or useful to carry out the
intent and purpose of this Agreement and as are not inconsistent with the terms hereof.
14.11 Time. Time is of the essence of this Agreement.
14.12 Partnership Property. The legal title to the real and personal property or interest
therein now or hereafter acquired by the Partnership shall be owned, held or operated in the
name of the Partnership, and no Partner, individually, shall have any ownership of such property.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the date and year first above written.
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GENERAL PARTNER:
J. Allen Investments, Inc.
1
By: 1
JAMES ' ALL D , its President
LIMITED PARTNERS:
J. ALLEN FAMILY PARTNERS, LTD.
BY AND THRO GH ITS GENERAL PARTNER
J. ALLEN STMENTS, INC.
By:
JAMES . ALLN, its President
V
JAME . AL
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SCHEDULE A
to the Amended and Restated Limited Partnership Agreement
of
South New Braunfels 47, Ltd.
Partner Percentage
Name and Address Interest
GENERAL PARTNER:
J. Allen Investments, Inc. 0.1%
13909 Nacogdoches Road
San Antonio, Texas 78217
LIMITED PARTNERS:
J. Allen Family Partners, Ltd. 97.9%
13909 Nacogdoches Road
San Antonio, Texas 78217
James W. Allen 2.0%
13909 Nacogdoches Road
San Antonio, Texas 78217
TOTAL 100%
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