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EXHIBIT 00.0
XXXXXXX XXXXX XX XXXXXXX, L.P.
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
This Amendment to Agreement of Limited Partnership (this "Amendment") is
dated as of April 17, 1998 by and among Cogentrix of Buffalo, Inc., a Delaware
corporation, Cogentrix Greenhouse Investments, Inc., a Delaware corporation,
Village Farms of Delaware, L.L.C., a Delaware limited liability company, and
Village Farms, L.L.C., a Delaware limited liability company.
W I T N E S S E T H:
WHEREAS, the partners wish to amend the terms of the Amended and Restated
Agreement of Limited Partnership among them dated September 4, 1997 (the
"Partnership Agreement") as more particularly set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto do hereby
agree as follows:
1. Except as otherwise expressly defined herein, the capitalized
terms used herein shall have the meanings ascribed to them in the Partnership
Agreement.
2. Notwithstanding anything contained in the Partnership Agreement
to the contrary, the terms of this Amendment shall supersede and control.
3. Section 4.1(a)(i) is hereby amended by adding new clause (D) as
follows and renumbering existing clause (D) as new clause (E):
(D) Thereafter, Profits shall be allocated to VFD in an amount
equal to the cash distributions received by VFD pursuant to
the proviso set forth in Section 5.1(a).
4. Section 5.1 is hereby amended by adding the following provision
immediately following clause (a) thereof:
provided, however, that in the event the Partnership loans money
or advances credit to Agro Power Development, Inc., any principal
or other proceeds (excluding interest) received by the Partnership
in connection with the repayment of such loan or advance of credit,
net of costs incurred in connection with the making of such loan
or advance of credit, shall be allocated and distributed to VFD
and interest payments received by the Partnership shall be used to
pay Partnership expenses or allocated and distributed to VFD.
5. Except as otherwise expressly amended hereby, all terms and
conditions of the Partnership Agreement shall continue in full force and
effect.
6. This Amendment shall in all respects, including all matters of
construction, validity and performance, be governed by and construed in
accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by the respective officers thereunto duly authorized as of the date
and year first above written.
COGENTRIX OF BUFFALO, INC.,
as General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President-Finance
and Treasurer
VILLAGE FARMS OF DELAWARE, L.L.C.,
as General Partner
By: Agro Power Development, Inc.,
Managing Member
By: /s/ J. Xxxxx Xxxx
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Name: J. Xxxxx Xxxx
Title: Senior Vice President
COGENTRIX GREENHOUSE INVESTMENTS,
INC., as Limited Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President - Finance
and Treasurer
VILLAGE FARMS, L.L.C.,
as Limited Partner
By: Agro Power Development, Inc.,
Managing Member
By: /s/ J. Xxxxx Xxxx
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Name: J. Xxxxx Xxxx
Title: Senior Vice President
