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EXHIBIT 3.1.1
AMENDMENT NO.
TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
XXXXXXXXXXX CAPITAL, L.P.
This Amendment No. , dated as of November 4, 1997 (the "Amendment"), to
the Amended and Restated Agreement of Limited Partnership of Xxxxxxxxxxx
Capital, L.P. (the "Partnership") is made and entered into by Xxxxxxxxxxx
Financial Corp., a Delaware corporation ("Opfin"), as General Partner.
W I T N E S S E T H
WHEREAS, the Partnership was formed by filing a Certificate of Limited
Partnership with the office of the Secretary of State of the State of Delaware
on May 15, 1987;
WHEREAS, the agreement of limited partnership was amended and restated
in its entirety in the Amended and Restated Agreement of Limited Partnership of
the Partnership, dated as of March 14, 1991 (as heretofore amended, the
"Partnership Agreement"); and
WHEREAS, Opfin, as the General Partner, has determined, pursuant to
Sections 16.01(d)(i) and 16.01(d)(ii) of the Partnership Agreement, that it is
in the best interests
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of the Partnership to amend further the Partnership Agreement, which amendments
may be made by Opfin, as the General Partner, without the approval of any other
partner of the Partnership.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual
covenants hereinafter set forth, it is hereby agreed as follows:
1. Amendments.
A. Section 6.03 of the Partnership Agreement is hereby amended
by adding the following language:
If the General Partner transfers all of its interest in the
Partnership during any Fiscal Period of the Partnership, (i) the
former General Partner's share of the Net Income or Net Loss of
the Partnership for the Fiscal Period in which the transfer
occurs shall be that portion of the General Partner's 1%
allocable share of the actual Net Income or Net Loss of the
Partnership for such Fiscal Period that the number of days in
such Fiscal Period prior to the day of transfer bears to the
total number of days in such Fiscal Period; and (ii) the new
General Partner's share of the Net Income or Net Loss of the
Partnership for the Fiscal Period of transfer shall be that
portion of the General Partner's 1% share of the actual Net
Income or Net Loss of the Partnership for such Fiscal Period
that the number of days in such Fiscal Period beginning on and
following the day of transfer bears to the total number of days
in such Fiscal Period.
B. Section 13.02(b) of the Partnership Agreement is hereby
Amended by adding the following language:
In the case of a transfer described in the last sentence of
Section 6.03, however, the transfer shall be considered
effective as of the day before the day
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of transfer and the profits and losses of the Partnership for
the Fiscal Period of transfer shall be allocated between the
former General Partner and the new General Partner in accordance
with the provisions thereof.
2. Successors and Assigns. This Amendment shall be binding upon, and
shall enure to the benefit of, the parties hereto and their respective
successors and assigns.
3. Full Force and Effect. Except to the extent modified hereby, the
Partnership Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in counterparts, all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatories to the original or
same counterpart.
5. Choice of Law. This Amendment shall be interpreted in accordance with
the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by such laws.
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
the date first set forth above.
GENERAL PARTNER:
XXXXXXXXXXX FINANCIAL CORP.
BY: /s/
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Name:
Title:
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