Exhibit (e)(2)
XXXXX INSURED PLUS-II LIMITED PARTNERSHIP
SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP dated as of June 17,
1987 to amend agreement of limited partnership dated as of April 27, 1987 as
previously amended by the Amended and Restated Agreement of Limited Partnership
dated as of May 29, 1987 (the "Agreement").
1. Section 6.1(d) of the Agreement is hereby amended to read as follows:
(d) ACCEPTANCE OF UNITHOLDERS. The General Partners' right to accept as
Unitholders prospective transferees of Depositary Receipts is more
fully set forth in Section 7.2 hereof. The General Partners shall
have the right to accept as initial Unitholders such Persons
(including the General Partners and their Affiliates) as may acquire
at least 250 Units or, in the case of IRAs and Xxxxx Plans, 100
Units, up to an aggregate of not fewer than 250,000 Units (not
including Units purchased by the General Partners and their
Affiliates) and not more than 15,000,000 Units. Persons desiring to
become initial Unitholders shall comply with the subscription
procedures established by the General Partners. Every subscription
shall be subject to acceptance by the General Partners. If
subscriptions are not received and accepted respecting not fewer
than 250,000 Units (excluding Units subscribed for by the General
Partners and their Affiliates), the initial closing of the sale of
Units shall occur. The General Partners will accept or reject each
subscription for Units within 30 days after they receive it; if
rejected, all subscription payments which accompanied such rejected
subscription shall be returned forthwith to the subscriber. If the
Subscriber Signature Page submitted by or on behalf of a prospective
investor is incomplete or otherwise defective, and the deficiency is
not corrected, the General Partners will reject the subscription
approximately 15 days after it was received by the Partnership. If a
subscription is rejected by the General Partners due to such a
deficiency or for any other reason, the subscription payment (or
appropriate portion thereof in the case of a partial acceptance)
will be promptly returned to the prospective investor without
interest or deduction. No General Partner or Affiliate of a General
Partner or any underwriter, dealer or salesman of Units shall
directly or indirectly pay or award any finder's fee, commission or
other compensation to any Person engaged by a potential Unitholder
for investment advice as an inducement to such advisor to advise the
purchase of Units; provided, however, that this provision shall not
prohibit the normal sales commission and sales incentive payable to
a registered broker-dealer or other properly licensed Person for
selling Units. Within 15 days after a successful completion of the
minimum offering, the
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Subscription Prices for such Units shall be contributed in cash to
the Partnership, the Corporate Limited Partner shall receive the
Limited Partner Interests corresponding to such Units, the
assignment to the Unitholders and their contractual rights under
Section 7.6 (b) hereof with respect to such Units shall commence and
the General Partners shall prepare and file an amendment to the
Certificate of Limited Partnership which shall reflect the
contribution to the Partnership of the Subscription Price of such
Units. Thereafter, Subscription Prices will be contributed to the
Partnership as described above until the termination of the offering
of the Units. The General Partners shall prepare and file from time
to time during the offering of Units, and at least once every 30
days, further amendments to the Certificate of Limited Partnership
to reflect the increase of the Capital Contribution of the Corporate
Limited Partner on behalf of the Unitholders. Depositary Receipts
with respect to the Units sold shall be delivered to the Unitholders
within 45 days after the termination of the offering. Until
acceptance of their subscriptions by the General Partners,
subscribers will not be Unitholders, but their subscription payments
will be held in trust on their behalf and will be returned to the
subscribers in the event they are not accepted as Unitholders.
2. Section 7.6 (a) of the Agreement is hereby amended to read as follows:
7.6 RELATIONSHIP BETWEEN CORPORATE LIMITED PARTNER AND UNITHOLDERS;
DEPOSITARY RECEIPTS.
(a) ISSUANCE OF DEPOSITARY RECEIPTS. Upon the contribution of the
Subscription Price for a Unit to the capital of the Partnership
under Sections 5.2 and 6.1(d) hereof, the Corporate Limited Partner
shall receive the Limited Partner Interest corresponding to such
Unit, the assignment to the Unitholder and his contractual rights
under Section 7.6 (b) hereof shall commence and the Units will be
deemed deposited by the Unitholders with the Depositary. The
Depositary Receipts will be issued by the Depositary and a
Depositary Receipt registered in the name of the Unitholder shall be
delivered to the Unitholder within 45 days after the termination of
the offering. Receipts will be issued in registered form only,
except in the case of the Reinvestment Agent and except as may
otherwise be permitted by the General Partners in their sole
discretion. The Corporate Limited Partner shall act as Depositary
with respect to all Units. By subscribing for a Unit and by the
General Partners' acceptance of such subscription, a Unitholder
shall be deemed to have assented to all the terms and conditions of
this Agreement.
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3. Except as specifically set forth above, the Agreement shall remain
in full force and effect unless and until it shall be further
amended in accordance with the provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Agreement of Limited Partnership on the first date specified above.
GENERAL PARTNERS CORPORATION LIMITED PARTNER
XXXXX INSURED PLUS CORP. XXXXX DEPOSITARY CORPORATION
By: /s/ XXXXXXX XXXXX By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx, Xxxxxxx Xxxxx, President
Co-Chairman of the
Board of Directors
MORTGAGE SERVICES PARTNERS
LIMITED PARTNERSHIP
By: Xxxxx Insured Plus Corp.
its general partner
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx,
Co-Chairman of the
Board of Directors
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