EXHIBIT 3.2
AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
THIS AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT is entered into by and
among Sentinel Acceptance Corporation, a Florida Corporation (the "General
Partner"); and Four Star Financial Services, LLC, a California limited liability
company (the "Limited Partner").
RECITALS
A. This Amendment is effective with respect to the Sentinel Financing
Ltd., LP Limited Partnership Agreement entered into by and between Sentinel
Acceptance Corporation and Sentinel Acceptance Ltd., LP; a copy of which is
attached hereto as Exhibit "A."
B. The Limited Partner, Sentinel Acceptance Ltd., LP, hereby assigns,
hypothecates, and transfers its limited partnership interest to Four Star
Financial Services, LLC hereby. Such Assignment is approved by the General
Partner by its execution hereof.
C. The Assignee, Four Star Financial Services, LLC intended by execution
of this Agreement to become a limited partner and to be bound by the provisions
of the Sentinel Financing Ltd., LP Limited Partnership Agreement and separately
deliver to the General Partner opinion of legal counsel that such transfer does
not violate applicable state or federal securities laws or any other applicable
laws. It is intended that the release of Sentinel Acceptance Ltd., LP, as a
limited partner, and the transferring of its interest under this Agreement shall
be subject to the provisions of Section 620.117 and Section 620.136 of the
Florida Act.
D. Sentinel Acceptance Ltd., LP hereby agrees to the Amendment of the
Limited Partnership Agreement and the assignment of its interest hereunder by
its execution of this Amendment.
Now, therefore, it is hereby agreed as follows:
1. AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT.
Pursuant to Paragraph 14 of the Sentinel Financing Ltd., LP Limited
Partnership Agreement, the Agreement is hereby amended as follows:
a) All reference to "Limited Partner" shall refer to Four Star
Financial Services, LLC.
b) Paragraph 2 of the Agreement "Place of Business" is hereby
amended to delete "210 Xxxxx Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx
Xxxxxxx, Xxxxxxx 00000", and insert "601 Xxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000.
c) Paragraph 8.2 of the Agreement shall be amended and modified to
delete reference to Sentinel Acceptance Ltd., LP in
subparagraph (b) thereof.
d) Paragraph 10.1(a) of the Agreement is hereby amended to read in
its entirety as follows:
"10.1 CONTROL AND LIMITED LIABILITY
(a) The Limited Partner shall not take part in the management or
control of the Partnership business or transact any business
on behalf of the Partnership and shall have no power to sign
for or bind the Partnership."
e) Paragraph 12.6 of the Agreement shall be modified to add the
following language: "Except as provided for in the Portfolio
Servicing Agreement."
In Witness Whereas, the undersigned have executed this Agreement as of this
20th day of March, 1998.
"General Partner" "Assignor"
Sentinel Acceptance Corporation Sentinel Acceptance Ltd., LP
By: Sentinel Acceptance Corporation,
General Partner
By: Xxxxxxxx X. Xxxxxxxxxxxxx
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Title: President By: Xxxxxxxx X. Xxxxxxxxxxxxx
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Title: President
"Limited Partner"
Four Star Financial Services, LLC
By: Xxxx X. Xxxx
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Title: Executive Vice President &
General Counsel
