EXHIBIT 3.01(a)
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
This Amendment No. 1 to the amended and restated limited partnership
agreement of Xxxxxx Xxxxxxx Charter Xxxxxxxx X.X. (the "Partnership"), dated as
of April 25, 2005 (the "Partnership Agreement"), by and among Demeter Management
Corporation, a Delaware corporation ("Demeter"), as general partner, and each
limited partner of the Partnership (the "Limited Partners"), is made on this
31st day of May, 2009; capitalized terms used herein but not otherwise defined
shall have the respective meanings assigned them in the Partnership Agreement.
WHEREAS, Demeter was converted to Demeter Management LLC, a Delaware
limited liability company, effective April 30, 2009 (as so converted, the
"General Partner");
WHEREAS, the General Partner desires to modify its net worth requirements
pursuant to Section 5 of the Partnership Agreement, and, in accordance with the
last paragraph of Section 5, has concluded that the proposed modification will
not adversely affect the interests of the Limited Partners, and has received
written opinions of counsel for the Partnership as required by that paragraph;
and
WHEREAS, pursuant to Section 15(a) of the Partnership Agreement, the
General Partner may amend the Partnership Agreement without the consent of any
Limited Partner to make any amendment that is not adverse to the Limited
Partners, and to reflect any modification to the net worth requirements
applicable to the General Partner and any other general partner, as contemplated
by Section 5 of the Partnership Agreement;
NOW, THEREFORE, the undersigned, in its capacity as General Partner of the
Partnership, hereby amends the Partnership Agreement as follows:
1. The first sentence of Section 5 is amended to read as follows:
"The General Partner agrees that at all times, as long as it remains
a general partner of the Partnership, it shall maintain its net worth in an
amount not less than 5% of the total contributions to the Partnership by all
Partners and to any other limited partnership for which it acts as a general
partner by all such partnership's partners; provided, however, that in no event
shall the General Partner's net worth be less than $50,000, nor shall it be
required to maintain a net worth in excess of $1,000,000."
2. All references in the Partnership Agreement to "Demeter Management
Corporation, a Delaware corporation" are amended to read "Demeter Management
LLC, a Delaware limited liability company."
IN WITNESS WHEREOF, the General Partner has caused the foregoing
instrument to be executed as of the day and the year first above written.
GENERAL PARTNER:
DEMETER MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
President
LIMITED PARTNERS:
By: DEMETER MANAGEMENT LLC,
General Partner, as Authorized Agent
and Attorney-in-Fact for each
Limited Partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
President
