SECOND AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP
OF
MEADOW POINTE GENERAL PARTNERSHIP
This Second Amendment to the Agreement of General Partnership (the
"Amendment"), made and entered into this 23rd day of March 2001, by and between
MEADOW POINTE EAST, LLC, a Delaware limited liability company ("Meadow Pointe"),
and DEVCO III, LLC, a Florida limited liability company ("Devco").
Background and Purpose
A. Pursuant to an Agreement of General Partnership, dated as of October 3, 0000,
xxxxxxx Xxxxxx Xxxxxx and Devco (the "Partnership Agreement"), the parties
formed the Meadow Pointe General Partnership (the "Partnership") to develop,
market, and sell certain real property in Pasco County, Florida, more
particularly described therein (the "Property").
B. The parties amended the Partnership Agreement pursuant to that certain First
Amendment to Agreement of General Partnership of Meadow Pointe General
Partnership, dated January 22, 2001 (the "First Amendment").
C. Pursuant to Section 3.2 of the Partnership Agreement, the Partnership
executed and delivered to Meadow Pointe that certain Grid Promissory Note
(non-negotiable) in the principal amount of U.S. One Million Dollars (the
"Original Note"), a copy of which is attached to the Partnership Agreement as
Exhibit B.
D. The parties wish to amend, restate and replace the Original Note, pursuant to
the terms of that certain Revolving Grid Promissory Note attached to this
Amendment as Exhibit A, and made a part hereof (the "Amended and Restated
Note").
Operative Provisions
1. Recitals. The foregoing statements of background and purpose are hereby
adopted as part of this Amendment for all purposes.
2. The Amended and Restated Note. Upon execution of this Amendment, the
Partnership shall execute and deliver to Meadow Pointe the Amended and Restated
Note, which shall replace the Original Note. The Original Note shall,
simultaneously, be returned to the Partnership or shall be destroyed. From and
after the date hereof, all references in the Partnership Agreement to the
Promissory Note attached thereto as Exhibit B shall mean and refer to the
Amended and Restated Note.
3. Ratification. Except as modified by this Amendment, and by the First
Amendment, the terms and conditions of the Partnership Agreement shall continue
in full force and effect and are hereby ratified and confirmed by the Parties.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
MEADOW POINTE EAST, LLC,
A Delaware limited liability company
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
DEVCO III, L.L.C.,
A Florida limited liability company
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: as its President and
Managing Member
Approved as to form:
AKERMAN SENTERFITT & XXXXXX, P.A.
By: /s/ Xxxx X. Xxxxxxx, Esq.
--------------------------------
Xxxx X. Xxxxxxx, Esq.
