infratrust 2 - Fondsvermittlung24.de

infrastruktur
3.40 “Total Investment Value” shall mean the value of
the Partnership Property (including the value of available
cash and accounts receivable) as determined by
an independent appraiser in accordance with the valuation
methodologies set forth on Exhibit C, attached
hereto.
3.41 “Transfer” shall mean the transfer, sale, encumbrance
or other disposition of Units, as defined in
Section 15.1 of this Agreement.
3.42 “Treasury Regulations” or “Regulations” shall
mean the Income Tax Regulations promulgated under
the Code by the United States Treasury Department.
3.43 “Withholding Tax” or “Withholding Taxes” shall
have the meaning ascribed to such term in Section
10.7 hereof.
3.44 “Unit” shall mean the limited partnership interest
entitling the holder thereof to all applicable rights and
benefits under this Agreement including, but not limited
to, an interest in the income, loss, distributions and
capital of the Partnership to be allocated to holders of
Units, as set forth in Articles IX and X hereof, and all
voting rights if the holder of such Unit is admitted as a
Partner in accordance with either Article VIII or Article
XV of this Agreement. All Units shall require a Capital
Contribution to the Partnership as provided in this
Agreement, and each Unit shall be issued as fully paid,
nonassessable, and, except as expressly provided in
this Agreement, shall have the same rights, privileges,
and preferences.
3.45 “Unit Price” shall mean, with respect to each
Unit of the Partnership, an amount equal to the
Partnership’s then current Total Investment Value
divided by the total number of outstanding Units of
the Partnership immediately prior to the issuance and
sale of the Units to be purchased or redeemed, as
the case may be, less the amount of applicable Withholding
Taxes allocated to such Unit (in accordance
with Section 10.7 hereof). Payment of the Unit Price
for each Unit shall be required prior to any Person’s
admission to the Partnership as a Limited Partner.
The General Partner shall determine the Unit Price of
each Unit in connection with any issuance, sale, or
Redemption of the Partnership’s Units by the Partnership.
Article IV
BUSINESS
4.1 Purpose. The principal purpose of the Partnership
is to directly or indirectly acquire, develop, service,
manage, operate, lease, and sell or otherwise dispose
of, either alone or in association with others, a diversified
portfolio of Infrastructure Assets meeting the Eligibility
Criteria, and to engage in any or all general
business activities related to or incidental to such principal
purpose.
124 INFRATRUST 2 I Emissionsprospekt
4.2 Objectives. The business of the Partnership shall
be conducted with the following objectives:
(a) To acquire, develop, service, manage, and sell or
otherwise dispose of, either alone or in association
with others, a diversified portfolio of Infrastructure Assets;
(b) To preserve, protect, and return the Partners’ investment
in the Partnership;
(c) To realize growth in the value of Partnership Properties;
and
(d) To maximize the Partnership’s Total Investment
Value.
Article V
NAMES AND ADDRESSES OF PARTNERS
The name of the General Partner is InfraTrust Partner,
Inc., and the business address of the General Partner
is 1117 Perimeter Center West, Suite N403, Atlanta,
Georgia 30338. The names and addresses of the Partners
shall be set forth on Exhibit A of this Agreement
and in the books and records of the Partnership.
Article VI
TERM
The Partnership term commenced upon the filing of
the Certificate and shall continue until December 31,
2037, unless sooner terminated as hereinafter provided
or unless such term is extended by the General
Partner and the Majority Vote of the Limited Partners.
Article VII
PRINCIPAL AND REGISTERED OFFICE AND REGIS-
TERED AGENT
The principal office of the Partnership shall be 1117
Perimeter Center West, Suite N403, Atlanta, Georgia
30338. The General Partner may from time to time
change the principal place of business and, in such
event, shall notify the Limited Partners in writing of the
change and the effective date of such change. The registered
office and agent for the Partnership shall be
National Corporate Research, Ltd., 615 South DuPont
Highway, Dover, Kent County, Delaware 19901.
Article VIII
CAPITAL CONTRIBUTIONS AND ISSUANCE OF
UNITS
8.1 Capital Accounts. A separate Capital Account
shall be maintained for each Partner. The Capital
Accounts of the Partners shall be determined and
maintained throughout the term of the Partnership
in accordance with the capital accounting rules
of Treasury Regulations Section 1.704-1(b), as it
may be amended or revised from time to time.
8.2 Deficit Capital Accounts. The Limited Partners
shall not be required to reimburse the Partnership or
any other Partner for deficiencies in their Capital Accounts.
In addition, except as may be required under
state law, the General Partner shall not be required to
reimburse the Partnership or the Limited Partners for
deficiencies in its Capital Account.
8.3 Capital Contributions. The names, addresses, initial
Capital Contributions, and number of Units for
each Partner shall be set forth on Exhibit A, attached
hereto. Subject to approval of the General Partner as
provided in Section 8.7 below, Limited Partners and
other Persons may purchase Units from the Partnership
in exchange for a Capital Contribution determined
as follows:
(a) Each Unit shall be issued in exchange for a Capital
Contribution to the Partnership equal to the then
current Unit Price.
(b) Fractional Units may be issued at the discretion
of the General Partner.
(c) Each Unit issued shall be fully paid and nonassessable.
The General Partner is further authorized to cause the
Partnership to issue additional Units to Limited Partners
pursuant to the terms of any plan of merger, plan
of exchange, sale of the Partnership, or plan of conversion
adopted by the Partnership pursuant to the
provisions of Article XIV hereof.
8.4 Interest on Capital Contributions. No interest
shall be paid on any Capital Contributions.
8.5 General Partner Purchase of Units. Upon formation
of the Partnership, the General Partner shall receive
One (1) Unit of the Partnership, such Unit to be
treated as a profits interest for U.S. federal income tax
purposes and such Unit to be issued without payment
of a Capital Contribution by the General Partner. The
General Partner may, in its discretion, make subsequent
Capital Contributions to the capital of the Partnership
in exchange for the purchase of additional
Units. If the General Partner purchases Units, it shall
continue to be treated as a General Partner in all respects
but shall receive the income, losses, and cash
distributions with respect to any Units purchased on
the same basis as other Partners may receive with respect
to their Units. Units purchased by the General
Partner or its Affiliates shall not be entitled to vote on
any transaction requiring Limited Partner approval.
8.6 Limited Partner. InfraTrust 2 GmbH & Co KG, an
entity organized under the laws of the Federal Republic
of Germany, is the Limited Partner, and such Limited