Summary
THE PARTNERSHIP AGREEMENT
(Updated May 25, 2005)
Fort Chicago Energy Partners L.P. (the "Partnership") was formed on October 9, 1997 pursuant to a limited partnership agreement dated as of October 9, 1997 which was amended and restated on November 21, 1997, further amended on March 7, 2001, further amended and restated on May 13, 2003, and further amended May 25, 2005 (the "Limited Partnership Agreement").
The following is a summary of certain principal features of the Limited Partnership Agreement and is qualified in its entirety by reference to the actual text of the Partnership Agreement. All capitalized terms referred to herein shall have the meanings attributed to them in the Partnership Agreement.
The Partnership Agreement provides that no Units may be owned by or transferred to, among other things, a person who is a "non-resident" of Canada, a person in which an interest would be a "tax shelter investment" or a partnership which is not a "Canadian partnership" for purposes of the Tax Act. See "Transfer of Units and Ownership Constraints" below.
Business of the Partnership
Pursuant to the Partnership Agreement, the business of the Partnership shall consist of (i) activities relating directly or indirectly to the generation, transportation, storage, marketing, processing or production of energy, minerals or chemicals (including hydrocarbons, byproducts of hydrocarbons, electricity and products produced or derived from minerals or chemicals), (ii) activities relating directly or indirectly to the investment or management of investments in other Persons who are engaged primarily in the generation, transportation, storage, marketing, processing or production of energy, minerals or chemicals (including hydrocarbons, byproducts of hydrocarbons, electricity and products produced or derived from minerals or chemicals) or (iii) carrying on business of a financial intermediary. The Partnership Agreement also provides that the Partnership may acquire and hold ownership interests in other businesses or assets in specific circumstances and subject to certain conditions.
Capitalization
The Partnership may issue an unlimited number of Class A Units and an unlimited number of Class B Units, issuable in series. The Class A Units have attached thereto the following rights, privileges, restrictions and conditions: (i) the right to one vote at all meetings of Limited Partners, except meetings at which only holders of a specified class or series of Units are entitled to vote; (ii) subject to the prior rights and privileges attaching to any other class or series of Units of the Partnership, the right to receive any distributions by the Partnership; and (iii) subject to the prior rights and privileges attaching to any other class or series of Units of the Partnership, the right to receive the remaining property and assets of the Partnership upon dissolution.
The Class B Units have attached thereto the following rights, privileges, restrictions and conditions: (i) the Class B Units may at any time and from time to time be issued in one or more series, each series to consist of such number of Units as may, before the issue thereof, be determined by the General Partner; (ii) subject to the provisions of the Partnership Act (Alberta), the General Partner may fix from time to time before the issue thereof the designation, rights, privileges, restrictions and conditions attaching to each series of the Class B Units; and (iii) the class provisions attaching to the Class B Units may be amended only with the prior approval of the holders of the Class B Units by Extraordinary Resolution.
Cash Contributions
Information regarding cash contributions made by Limited Partners to the Partnership from time to time is contained in the certificate of limited partnership of the Partnership as amended from time to time by the General Partner pursuant to the Partnership Act (Alberta). The certificate is generally amended by the General Partner at the end of each fiscal quarter to indicate, among other things, the Limited Partners of record on the last day of each fiscal quarter and any cash contributions made by Limited Partners to the Partnership during such fiscal quarter. The certificate of limited partnership and all amendments thereto are filed at Corporate Registry in the Province of Alberta. Copies of the foregoing documents are available upon request to the General Partner.
Distributions
Pursuant to the Partnership Agreement, "Distributable Cash" means, with respect to a particular period, the amount by which the Partnership's cash on hand at the end of such period (including any amounts borrowed by the General Partner on behalf of the Partnership and net proceeds received by the Partnership from the issuance of Units and any other securities of the Partnership) exceeds: (i) unpaid administration expenses of the Partnership for that and any previous period; (ii) amounts required for the business and operations of the Partnership during such period including anticipated repayments of amounts borrowed and payments of interest and fees related to amounts borrowed or available credit; and (iii) any cash reserve which the board of directors of the General Partner in its discretion determines is necessary to satisfy the Partnership's current and anticipated obligations or to normalize quarterly or monthly distributions, as the case may be, of cash to Limited Partners.
The Partnership Agreement provides that, in respect of the quarters ending March, June, September and December in each year, the General Partner shall, to the extent that the Partnership has cash available for such payment, distribute to holders of Units of record on the last day of the applicable quarter that are entitled to receive distributions from the Partnership, in accordance with the respective rights of such Units, the Distributable Cash determined in respect of that quarter. Payments will be made on such dates as are determined by the General Partner provided that such payment dates shall not be later than 60 days after the end of the applicable calendar quarter.
The General Partner may, in its sole discretion, choose to make distributions of Distributable Cash on a monthly basis rather than on a quarterly basis having regard to the Distributable Cash determined in respect of each calendar month.
The Partnership Agreement provides that distributions of Distributable Cash shall be considered to be withdrawals or returns of capital contributed ("Capital Contributions") to the applicable Limited Partners for purposes of the Partnership Act (Alberta) until such time as 99.9% of the aggregate of all Capital Contributions of applicable Limited Partners have been repaid or returned. Thereafter, no further withdrawals or returns of Capital Contributions shall be made until dissolution of the Partnership. Further distributions shall be distributions of income and assets of the Partnership. Distributions of Distributable Cash which are considered to be returns of capital may be taxable in the hands of holders of applicable Units.
Reserves
The General Partner may establish cash reserves that it determines are necessary or appropriate to provide for the proper administration of the Partnership's investments, including cash reserves for: (i) unpaid administration expenses of the Partnership; (ii) amounts required for the business and operations of the Partnership including repayments of amounts borrowed and payments of interest and fees related to amounts borrowed or available credit; and (iii) any cash reserve which the board of directors of the General Partner in its discretion determines is necessary to satisfy the Partnership's current and anticipated obligations or to normalize quarterly or monthly distributions, as the case may be, of cash to Limited Partners. The General Partner has broad discretion in establishing, maintaining and decreasing cash reserves, and its decision regarding such cash reserves could have a significant impact on the amount of Distributable Cash. The establishment and funding of cash reserves will reduce Distributable Cash. The timing of additions to and distributions from such cash reserves may result in the realization of taxable income by holders of applicable Units in a year prior to that in which funds resulting therefrom are distributed.
Allocation of Income or Loss for Tax Purposes
The net income or loss, as the case may be, for tax purposes of the Partnership for any given fiscal year of the Partnership will generally be allocated on a quarterly basis to each Limited Partner that is entitled to receive distributions from the Partnership at the end of each calendar quarter ending in such fiscal year in an amount calculated by multiplying one quarter of such income or loss by a fraction, the numerator of which is the sum of the Distributable Cash receivable by such Limited Partner with respect to the applicable calendar quarter and the denominator of which is the aggregate amount of the Distributable Cash payable by the Partnership with respect to such calendar quarter.
If, with respect to a given fiscal year no Distributable Cash is paid by the Partnership to its Limited Partners, the quarterly allocation of income or loss, as the case may be, for tax purposes of the Partnership with respect to such quarter will be allocated to the applicable Limited Partners included in the Register at the end of such calendar quarter in accordance with the respective rights of such Limited Partners.
Allocation of Income or Loss for Accounting Purposes
The net income or loss as determined for accounting purposes for a given fiscal year of the Partnership will be allocated to each Limited Partner in the same proportion as net income or loss is allocated to each Limited Partner for tax purposes. Income so allocated will be added to the capital account maintained for the Limited Partner and any losses allocated and Distributable Cash paid to the Limited Partner will be deducted from such account.
Management
The General Partner has all the rights and authority of a general partner according to the Partnership Act (Alberta) and any other right or authority otherwise granted by law. It is authorized to carry on the business of the Partnership, and subject to the limitations provided under "Restrictions on Authority of General Partner" below, the General Partner has the full and exclusive right, power and authority to administer, manage, control and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership. The General Partner may from time to time delegate such power and authority or procure assistance from other parties. The General Partner must hold and continue to hold at least one Unit while it is the general partner of the Partnership. Under the Partnership Agreement, the General Partner is specifically authorized, among other things:
- to purchase and dispose of property, other than a sale, exchange or disposition that would be of all or substantially all of the property of the Partnership. See "Restrictions on Authority of General Partner" below;
- to acquire securities of entities engaged primarily in activities which are permitted activities of the Partnership;
- to negotiate, execute and perform any and all agreements with respect to the activities of the Partnership;
- to maintain, improve, expand, extend, upgrade or change the assets of the Partnership from time to time subject to limitations in respect of the permitted business of the Partnership;
- to see to the sound management of the Partnership;
- to lend funds of the Partnership to any person on such terms as the General Partner considers appropriate;
- to borrow funds or otherwise obtain credit in the name of the Partnership from time to time from the General Partner or its Affiliates or from any other person including, without limitation, financial institutions and such other financing sources as the General Partner may determine, without limitation with regard to amount, use, cost or repayment of such borrowing or credit; provide in the name of the Partnership from time to time guarantees, indemnities, credit support or other forms of financial assistance to or for the benefit of any person in respect of the indebtedness, liabilities or obligations of any person as the General Partner may determine;
- to secure any present or future indebtedness, liabilities or obligations and related expenses of the Partnership or any other person including, without limitation, any guarantees, indemnities, credit support or other forms of financial assistance provided to or for the benefit of any person in respect of the indebtedness, liabilities or obligations of any person with all or any property of the Partnership now owned or hereafter acquired;
- designate one or more series of Class B Units, issue further Class A Units and Class B Units and determine the terms and conditions of the offering of Units from time to time and to do all things in this regard;
- to implement practices and procedures to monitor and control compliance with the ownership restrictions set forth in the Partnership Agreement. See "Transfer of Units and Ownership Constraints" below; and
- to do anything that is in furtherance of or is incidental to the activities of the Partnership.
Directors of the General Partner
The Partnership Agreement requires that the General Partner shall have not less than five directors.
Issuance of Additional Units
The Partnership Agreement authorizes the General Partner to cause the Partnership to issue additional Units or Convertible Acquisition Rights for such consideration and on such terms and conditions as shall be established by the General Partner. Although the General Partner in its discretion may utilize a rights offering to issue additional Units, Limited Partners will not have a pre-emptive right to acquire such additional Units in proportion to their existing ownership of Units.
Reimbursement of General Partner
The General Partner will be entitled to reimbursement from the Partnership for all direct and indirect operating, general and administrative and other costs and expenses incurred by the General Partner on behalf of the Partnership or in the performance of its duties under the Partnership Agreement. For greater certainty, such costs and expenses for which the General Partner is to be reimbursed include the Partnership's direct and indirect operating, general and administrative and other costs and expenses, including legal and audit fees, stock exchange listings fees, fees of the registrar and transfer agent, unitholder information costs, consulting and advisory fees incurred in connection with the Partnership's business or the evaluation of investment opportunities by the Partnership, fees paid to third parties for services rendered to the General Partner or the Partnership, expenses associated with the issuance of Units and costs incurred by the directors of the General Partner in evaluating matters relating to the Partnership.
Activities of Limited Partners
A Limited Partner is not permitted, except in his or her capacity as an officer, director, agent or employee of the General Partner or an Affiliate thereof to, among other things, take part in the administration, management, control or operation of the business of the Partnership or to transact any business on behalf of the Partnership or make any commitment on behalf of or otherwise obligate or bind the Partnership. The General Partner will not be so restricted even if it owns Units.
The Partnership was formed as a limited partnership in order for a Limited Partner to benefit from limited liability to the extent of the capital contributed to the Partnership plus undistributed income of the Partnership. A Limited Partner may lose the protection of limited liability if he or she takes part in the management or control of the business of the Partnership, or as a result of false statements in documents filed under, or other non-compliance with, legislation governing limited partnerships in force in provinces where the Units are offered for sale or where the Partnership carries on business.
Unlike the Limited Partners, the General Partner will have unlimited liability for the liabilities and obligations of the Partnership, but will be entitled to indemnification from the Partnership (see "Indemnification" below). If limited liability of the Limited Partners is lost by reason of the negligence or willful misconduct of the General Partner in performing its duties and obligations under the Partnership Agreement, the General Partner is required to indemnify the Limited Partners against all claims arising from assertions that their respective liabilities are not limited as intended by the Partnership Agreement.
While the General Partner has unlimited liability for the obligations of the Partnership and has agreed to indemnify the Limited Partners in circumstances referred to above, the General Partner may not have sufficient assets to honor its obligations under such indemnification.
Transfer of Units and Ownership Constraints
Units are fully transferable at the expense of the transferee. No transfer of a Unit will be recognized by the General Partner unless a transfer form duly completed and signed by the registered holder of the Unit and by the transferee, and the certificate representing such Unit, have been remitted to the General Partner or to the registrar and transfer agent for the Units.
The General Partner will deny a transfer of Units to a holder who is, or acts on behalf of, the person who is to be the beneficial owner of the Units being transferred if such person is a "non-resident" within the meaning of the Tax Act, is a person an interest in which would be a "tax shelter investment" as defined in the Tax Act or is a partnership which is not a "Canadian partnership" under the Tax Act.
Each Limited Partner must, upon request, promptly provide evidence to the General Partner that it is in compliance with all of the ownership restrictions described above. In the event that a Limited Partner fails to comply with such a request or in the event that reasonably satisfactory evidence is not provided, or in the event that the General Partner otherwise determines that a person has become a holder or beneficial owner of Units in contravention of any of the ownership restrictions described above, the General Partner, by written notice to the holder of such Units, will require such person to sell all of the Units registered in such person's name which are held or beneficially owned in contravention of any of the ownership restrictions. The General Partner may sell the Units on any stock exchange or organized market on which the Units are then listed or traded as the General Partner shall determine or, if the Units are not then listed on any stock exchange or traded on any organized market, in such other manner as the General Partner shall determine, including purchasing the Units on behalf of the Partnership at their fair market value as determined by the General Partner.
In the event of any such sale, the holder of the Units being sold shall have the right only to receive the net proceeds of such sale. The Partnership shall deposit an amount equal to such net proceeds in an account of the Partnership. Any interest earned on any amount so deposited, net of any applicable taxes, shall accrue to the benefit of such holder. In the event that the General Partner determines that a person has become a holder or beneficial owner of Units in contravention of any of the ownership restrictions described above, the holder of the subject Units shall be deemed to have ceased to be a Limited Partner in respect of its holding of such Units effective immediately prior to the date of contravention and shall not be entitled to any distributions of Distributable Cash and such Units shall be deemed not to be outstanding until acquired by a new holder or beneficial owner; provided that holders of other Units (and beneficial owners thereof) shall not be entitled to any portion of Distributable Cash paid in respect of Units that have been so deemed not to be outstanding.
A transferee of a Unit will become a Limited Partner and shall be subject to the obligations and entitled to the rights of Limited Partners under the Partnership Agreement on the date on which the General Partner amends the certificate of limited partnership under the Partnership Act (Alberta) to reflect that the transferee is a Limited Partner. The General Partner anticipates that it will amend the certificate of limited partnership to reflect the Limited Partners of record as at the end of each fiscal quarter.
Restriction on the Activities of the General Partner
The General Partner shall not carry on any business other than its activities as general partner of the Partnership or as the general partner of any Affiliate of the Partnership.
Take-Over Bids
The Partnership Agreement contains provisions to the effect that if a take-over bid is made for Units of any class or series of Units or rights to acquire such Units or both and not less than 90% of the Units or rights to acquire such Units (other than Units or rights to acquire such Units held at the date of the take-over bid by or on behalf of the offeror or associates (as defined in the Partnership Agreement) or Affiliates of the offeror) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Units or rights to acquire such Units held by holders of Units or holders of rights to acquire such Units who did not accept the offer on the terms offered by the offeror.
Power of Attorney
The Partnership Agreement contains an irrevocable power of attorney authorizing the General Partner on behalf of holders of Units to, among other things, execute any amendments to the Partnership Agreement, the certificate of limited partnership and all instruments necessary to reflect the dissolution of the Partnership as well as any elections, determinations or designations under the Tax Act, the Excise Tax Act (Canada) or taxation legislation in any jurisdiction with respect to the affairs of the Partnership or the interests of holders of Units in the Partnership. The Partnership Agreement provides that a transferee of a Unit shall, upon becoming the holder thereof, be conclusively deemed to have acknowledged and agreed to be bound by the provisions of the Partnership Agreement as a Limited Partner and shall be conclusively deemed to have provided the General Partner with the irrevocable power of attorney described above.
Withdrawal or Removal of the General Partner
The General Partner will own one Unit and expects (with limited exceptions described below) to remain as the general partner of the Partnership for the foreseeable future. The General Partner has agreed not to voluntarily withdraw as general partner, provided that: (i) the General Partner may withdraw if such withdrawal is approved by holders Units by Extraordinary Resolution excluding Units held by the General Partner and its Affiliates for its or their own account, after which time the General Partner may withdraw as general partner by giving 90 days' notice; or (ii) the General Partner may withdraw without Limited Partner approval upon 90 days' notice to the Limited Partners if the percentage of Units entitled to vote in respect of Extraordinary Resolutions beneficially owned by any one person and its Affiliates, other than the withdrawing General Partner and its Affiliates for its or their own account, exceeds 66 2/3%.
Except as described below, the General Partner may not be removed as general partner of the Partnership unless: (i) the General Partner has committed a material breach of the Partnership Agreement, which breach has subsisted for 60 days after notice, and such removal is approved by the Limited Partners by Ordinary Resolution excluding for this purpose Units held by the General Partner and its Affiliates for its or their own account; or (ii) in the event that the shareholders or directors of the General Partner pass a resolution in connection with the bankruptcy, dissolution, liquidation or winding-up of the General Partner, or the General Partner commits certain other acts of bankruptcy or ceases to be a subsisting corporation, provided that certain other conditions are satisfied, including a requirement that a successor general partner agree to act as General Partner under the Partnership Agreement.
The removal of the General Partner for any reason other than as described above must be approved by Limited Partners by Extraordinary Resolution provided that for this purpose such Extraordinary Resolution shall exclude Units held by the General Partner and its Affiliates for its or their own account.
Amendment of Partnership Agreement
Amendments to the Partnership Agreement may be proposed only by the General Partner or by Limited Partners holding not less than 10% of the aggregate votes attached to the outstanding Units entitled to vote in respect of Ordinary Resolutions. The General Partner is required to seek written approval of the holders of the number of Units required to approve such amendments or call a meeting of such holders to consider and vote upon the proposed amendments, except amendments which the General Partner may make without the approval of Limited Partners, as described below. Proposed amendments (other than those described below) must be approved by holders of Units by Extraordinary Resolution, except that no amendment may be made which would: (i) give any person the right to dissolve the Partnership other than the General Partner's right to dissolve the Partnership with the approval by holders of Units by Extraordinary Resolution; or (ii) modify the amendment provisions of the Partnership Agreement.
Any proposed amendment which would amend certain provisions of the Partnership Agreement relating to Unit ownership constraints and forced sale of Units must be approved by holders of Units by Super Resolution.
The General Partner may make amendments to the Partnership Agreement without the approval of any Limited Partner to reflect: (i) a change in the name of the Partnership or the location of the principal place of business of the Partnership; (ii) admission, substitution, withdrawal or removal of Limited Partners in accordance with the Partnership Agreement; (iii) subject to the rights, privileges, restrictions and conditions attaching to the Class B Units or any series of the Class B Units, a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership in which the Limited Partners have limited liability; (iv) subject to the rights, privileges, restrictions and conditions attaching to the Class B Units or any series of the Class B Units, a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes in the Tax Act or other taxation laws; or (v) subject to the rights, privileges, restrictions and conditions attaching to the Class B Units or any series of the Class B Units, a change that, in the sole discretion of the General Partner, does not materially adversely affect the Limited Partners.
Meetings and Voting
The General Partner is required to call an annual meeting of Limited Partners entitled to vote in respect of Ordinary Resolutions no later than 15 months after the date of the last preceding annual meeting. Annual meetings of Limited Partners are generally held in May of each year. The business at each annual meeting includes the selection of persons for consideration by the holder of shares of the General Partner for election as directors of the General Partner. Any action that is required or permitted to be taken by the Limited Partners may be taken either at a meeting of the Limited Partners or without a meeting if consents in writing setting forth the action so taken are signed by holders of such number of Units as would be necessary to authorize or take such action at a meeting of the Limited Partners. Meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning at least 10% of the aggregate votes attached to the outstanding Units entitled to vote in respect of Ordinary Resolutions. Partners may vote either in person or by proxy at meetings. Holders of 10% of the aggregate votes attached to the outstanding Units entitled to be voted at the meeting represented in person or by proxy will constitute a quorum at a meeting of Limited Partners.
Ordinary Resolutions, Extraordinary Resolutions and Super Resolutions
An Ordinary Resolution is a resolution approved by more than 50% of the votes cast in person or by proxy by the Limited Partners who voted in respect of that resolution or a written resolution in one or more counterparts signed by Limited Partners holding in the aggregate more than 50% of the votes entitled to vote on that resolution.
An Extraordinary Resolution is a resolution approved by not less than 66 2/3% of the votes cast in person or by proxy by the Limited Partners who voted in respect of that resolution or a written resolution in one or more counterparts signed by Limited Partners holding in the aggregate not less than 66 2/3% of the votes entitled to vote on that resolution.
A Super Resolution is a resolution approved by not less than 90% of the votes cast in person or by proxy by the Limited Partners who voted in respect of that resolution or a written resolution in one or more counterparts signed by Limited Partners holding in the aggregate not less than 90% of the votes entitled to vote on that resolution.
Indemnification
The Partnership Agreement provides that the Partnership will, to the fullest extent permitted by law, indemnify the General Partner, any departing general partner (a "Departing Partner"), any person who is or was an Affiliate of the General Partner or any Departing Partner, any person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate of the General Partner or any Departing Partner, or any person who is or was serving at the request of the General Partner, any Departing Partner or any Affiliate of the General Partner or any Departing Partner as an officer, director, employee, partner, agent or trustee of another person ("Indemnitees") from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as the General Partner, Departing Partner or Affiliate of either or as an officer, director, employee, partner, agent or trustee of the General Partner, Departing Partner or Affiliate of either or a person serving at the request of the General Partner, any Departing Partner or any Affiliate of the General Partner or any Departing Partner in another entity in a similar capacity, provided that in each case the Indemnitee acted in good faith, in a manner which such Indemnitee believed to be in the best interests of the Partnership and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. The above indemnification may result in indemnification of Indemnitees for negligent acts. Any indemnification under these provisions will be only out of the assets of the Partnership. The Partnership is authorized to purchase (or to reimburse the General Partner or its Affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by any persons in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify any such person against such liabilities under the provisions described above.
Books and Reports
The General Partner is required to keep appropriate records of the business at the principal office of the Partnership. The books of account will be maintained in accordance with generally accepted accounting principles as amended from time to time. The fiscal year of the Partnership is the calendar year.
As soon as practicable, but in no event later than 120 days after the end of each fiscal year, the General Partner will furnish each Limited Partner with an annual report containing audited consolidated financial statements of the Partnership for the past fiscal year, prepared in accordance with generally accepted accounting principles as amended from time to time. As soon as practicable, but in no event later than 60 days after the end of each fiscal quarter (except the fourth quarter), the General Partner will furnish each Limited Partner with unaudited consolidated financial statements for such fiscal quarter.
The General Partner will use all reasonable efforts to furnish each Limited Partner with information required for tax reporting purposes within 90 days after the end of each fiscal year.
Right to Inspect Partnership Books and Records
A Limited Partner will generally have rights to information about the affairs of the Partnership which conform to the rights possessed by a shareholder of a corporation that is a "reporting issuer" under securities laws in Canada.
The Partnership Agreement provides that a Limited Partner can, for a purpose reasonably related to such Limited Partner's interest as a Limited Partner, upon reasonable demand and at its own expense, have furnished to it upon 10 days prior notice: (i) a current list of the name and last known address of each Limited Partner and the General Partner; (ii) copies of the Partnership Agreement, the certificate of limited partnership of the Partnership, and amendments thereto; and (iii) such other information regarding the affairs of the Partnership as is just and reasonable.
The General Partner may, and intends to, keep confidential from the Limited Partners, trade secrets or other information the disclosure of which the General Partner believes in good faith is not in the best interests of the Partnership or could damage the Partnership or which the Partnership is required by law or agreements with third parties to keep confidential.
Termination, Dissolution and Liquidation
The Partnership will continue until December 31, 2096, unless sooner terminated pursuant to the Partnership Agreement. The Partnership will be dissolved upon: (i) the election of the General Partner to dissolve the Partnership, if approved by Extraordinary Resolution; (ii) the sale, exchange or other disposition of all or substantially all of the property of the Partnership, if approved by Extraordinary Resolution; or (iii) withdrawal or removal of the General Partner or any other event that results in its ceasing to be the general partner of the Partnership (unless the General Partner is replaced by a successor). Prior to a dissolution pursuant to clause (iii) above becoming effective, the holders of Units by Extraordinary Resolution, may also elect, within certain time limitations, to reconstitute the Partnership and continue its business on the same terms and conditions as set forth in the Partnership Agreement by forming a new limited partnership on terms identical to those set forth in the Partnership Agreement and having as a general partner an entity approved by such holders.