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EXHIBIT 5
FIRST AMENDMENT
---------------
TO
LIMITED PARTNERSHIP AGREEMENT OF
XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P.
--------------------------------------------------
The undersigned, being the sole General Partner and all of the Limited
Partners of XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P. (the
"Partnership"), a Delaware limited partnership under Limited Partnership
Agreement dated December, 2001 (the "Agreement"), hereby acknowledge and agree
that:
(1) The date of execution of the Agreement was December 31, 2001.
(2) The original Schedule A to the Agreement shows XXXXXX X. XXXXXXX as
holding one Class A share in the Partnership as General Partner and fifty Class
B shares in the Partnership as Limited Partner and XXXX X. XXXXXXX as holding
forty-nine Class B shares in the Partnership as Limited Partner. On May 17,
2002, XXXXXX X. XXXXXXX contributed $495,000 in cash and property with a value
of $1,832,081 to the Partnership and XXXX X. XXXXXXX contributed $5,000 in cash
and property with a value of $18,506 to the Partnership with the intent and
understanding that, following such transfer, XXXXXX X. XXXXXXX would hold 99.0%
of the partnership shares (one Class A share as General Partner and ninety-eight
Class B shares as Limited Partner) and XXXX X. XXXXXXX would hold 1.0% of the
partnership shares (one Class B share as Limited Partner). The Partnership has
been operated and the Partnership's federal income tax returns have been filed
on this basis, but due to an administrative oversight Schedule A was not amended
to reflect the revised holding of Partnership shares. The undersigned hereby
confirm that, pursuant to Section 6.3 of the Agreement, Schedule A to the
Agreement was amended in its entirety and replaced by the new Schedule A
attached hereto, effective as of the date of the transfer of assets to the
Partnership in 2002.
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(3) The third sentence of Section 6.1 of the Agreement is hereby
amended to read in its entirety as follows:
"Except as expressly provided in this Agreement, Class B
Partnership Units shall not possess any voting rights or
privileges as to any matters concerning the Partnership or its
Partners."
(4) Subsection (a) of Section 12.1 of the Agreement is hereby amended
to read in its entirety as follows:
"(a) The Partnership shall be dissolved on the earlier of:
(i) The unanimous written consent of all of the
Partners; or
(ii) Upon entry of a decree of judicial dissolution."
This document shall be considered the First Amendment to the Agreement,
which, except as specifically amended by this First Amendment, shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of this first day of February, 2005.
GENERAL PARTNER:
/s/ Xxxxxx X. Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx
LIMITED PARTNERS:
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
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SCHEDULE A
----------
XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P.
--------------------------------------------------
--------------------------------------------------------------------------------
Class of Number of
-------- ---------
Partnership Partnership Capital Participation
----------- ----------- ------- -------------
Name of Partner Shares Shares Contributions Percentage
--------------- ------ ------ ------------- ----------
--------------------------------------------------------------------------------
XXXXXX X. XXXXXXX A 1 $23,506 1.0%
--------------------------------------------------------------------------------
XXXXXX X. XXXXXXX B 98 $2,303,575 98.0%
--------------------------------------------------------------------------------
XXXX X. XXXXXXX B 1 $23,506 1.0%
--------------------------------------------------------------------------------
Totals: 100 $2,350,587 100.0%
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SECOND AMENDMENT
----------------
TO
LIMITED PARTNERSHIP AGREEMENT OF
XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P.
--------------------------------------------------
The undersigned, being the sole General Partner and all of the Limited
Partners of XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P. (the
"Partnership"), a Delaware limited partnership under Limited Partnership
Agreement dated December 31, 2001 (the "Agreement"), hereby acknowledge and
agree that:
(1) Pursuant to a Withdrawal of General Partner and Appointment of New
General Partner of even date herewith, XXXXXX X. XXXXXXX withdrew as General
Partner of the Partnership and XXXX X. XXXXXXX was appointed as the sole General
Partner of the Partnership;
(2) As a result of the foregoing Withdrawal of General Partner and
Appointment of New General Partner, XXXXXX X. XXXXXXX holds ninety-nine Class B
Partnership Units and XXXX X. XXXXXXX holds one Class A Partnership Unit; and
(3) Schedule A to the Agreement is hereby amended in its entirety and
replaced by the new Schedule A attached hereto.
This document shall be considered the Second Amendment to the
Agreement, which, except as specifically amended by this Second Amendment, shall
remain in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of this 12th day of July, 2005.
GENERAL PARTNER:
/s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
LIMITED PARTNERS:
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
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SCHEDULE A
----------
XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P.
--------------------------------------------------
--------------------------------------------------------------------------------
Class of Number of
-------- ---------
Partnership Partnership Capital Participation
----------- ----------- ------- -------------
Name of Partner Shares Shares Contributions Percentage
--------------- ------ ------ ------------- ----------
--------------------------------------------------------------------------------
XXXX X. XXXXXXX A 1 $23,506 1.0%
--------------------------------------------------------------------------------
XXXXXX X. XXXXXXX B 99 $2,327,081 99.0%
--------------------------------------------------------------------------------
Totals: 100 $2,350,587 100.0%
--------------------------------------------------------------------------------
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XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P.
--------------------------------------------------
WITHDRAWAL OF GENERAL PARTNER
AND
APPOINTMENT OF NEW GENERAL PARTNER
----------------------------------
WHEREAS, XXXXXX X. XXXXXXX and XXXX X. XXXXXXX formed the XXXXXX X.
XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P., a Delaware limited partnership (the
"Partnership"), pursuant to a Limited Partnership Agreement dated December 31,
2001 (the "Agreement"), for the purpose of consolidating the Xxxxxxx family's
holdings in CENTRAL BANCORP, INC., and centralizing the management of said
holdings;
WHEREAS, XXXXXX X. XXXXXXX was named as the initial General Partner of
the Partnership; and
WHEREAS, XXXXXX X. XXXXXXX is now eighty-one years of age, is residing
in an assisted living facility and feels that he is unable to continue to manage
the affairs of the Partnership;
NOW, THEREFORE,
(1) XXXXXX X. XXXXXXX hereby withdraws as General Partner of the
Partnership pursuant to Section 11.1 of the Agreement;
(2) XXXXXX X. XXXXXXX'x one Class A Partnership Unit is hereby
converted to one Class B Partnership Unit pursuant to Section 11.3 of the
Agreement; and
(3) Pursuant to Section 11.3 of the Agreement, there being no remaining
General Partner of the Partnership, XXXXXX X. XXXXXXX and XXXX X. XXXXXXX, being
all of the Limited Partners of the Partnership, hereby appoint XXXX X. XXXXXXX
as the sole General Partner of the Partnership and direct that JOHN's one Class
B Partnership Unit shall be converted to one Class A Partnership Unit.
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Executed under seal this 12th day of July, 2005.
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx
XXXX X. XXXXXXX hereby accepts his appointment as General Partner of
the XXXXXX X. XXXXXXX FAMILY LIMITED PARTNERSHIP, L.P.
Date: July 12, 2005 /s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx
