AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF BRANDON LIMITED PARTNERSHIP NO. 1
EXHIBIT 99.29
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
XXXXXXX LIMITED PARTNERSHIP NO. 1
This Amendment is made as of the 31st day of December 1997, by and among Xxxxxx Xxxxx Xxxxx and Hilton Xxxxxx Xxxxxxxxxx, as the General Partners, and those persons set forth on the signature page hereof as Limited Partners, as hereafter defined, to that certain Amended and Restated Agreement of Limited Partnership of Xxxxxxx Limited Partnership No. 1 dated as of November 8, 1990 among the General Partners and the Limited Partners (the “Partnership Agreement”) as read with those Amendments to the Agreement of Limited Partnership of Xxxxxxx Limited Partnership No. 1 made as of the 31st day of December 1993 and as of the 31st day of December 1995 (the “Three Amendments”). All capitalized terms used in this Amendment shall, unless otherwise defined herein, have the same meanings as set forth in the Partnership Agreement.
In consideration of the mutual agreements made herein, the Partners hereby agree as follows:
1. Section 2.6 of the Partnership Agreement is hereby amended in its entirety to read as follows:
“2.6. Duration. The Partnership shall terminate and dissolve on January 1, 2002 unless sooner terminated upon the vote of a Majority in Interest of the Limited Partners upon not less than 60 days written notice to the Partnership; provided, however, that at any time on or after January 1, 1998 any Limited Partner shall have the right to withdraw from the Partnership upon not less than 60 days written notice to the Partnership and to receive a distribution of Partnership assets equivalent to the distribution any such Limited Partner would be entitled to receive on the liquidation of the Partnership pursuant to Article X in full satisfaction of such Limited Partner’s interest in the Partnership and right, if any, to claim repayment of all or any portion of his Capital Contribution.”
2. Section 10.1(b) of the Partnership Agreement is hereby amended in its entirety to read as follows:
“(b) If the Partnership is not dissolved and liquidated pursuant to subparagraph (a) above on or before December 31, 2001 or pursuant to Section 2.6 above, then the Partnership shall be automatically dissolved on January 1, 2002.”
3. All other terms of the Partnership Agreement, as amended by the Three Amendments, shall remain in full force and effect.
4. Each Limited Partner hereby makes, constitutes and appoints any and all of the General Partners, with full power of substitution, his true and lawful attorneys, for him and in his name, place and xxxxx and for his use and benefit, to sign, swear to, acknowledge, file and record this Amendment and a Declaration relating hereto under the laws of the Cayman Islands or the laws
of any other jurisdiction in which such a certificate is required to be filed or which the General Partners determine such a filing to be advisable.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
GENERAL PARTNERS |
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/s/ Xxxxxx Xxxxx Xxxxx |
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Xxxxxx Xxxxx Xxxxx |
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/s/ Hilton Xxxxxx Xxxxxxxxxx |
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Hilton Xxxxxx Xxxxxxxxxx |
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LIMITED PARTNERS |
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The Sacks Irrevocable Trust |
X.X. Investments Limited |
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/s/ Xxxxxx Xxxxx Xxxxx |
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By: |
/s/ S. Screech |
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Xxxxxx Xxxxx Xxxxx |
Name: |
S. Screech |
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Title: |
Director |
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/s/ Xxxxxx Xxxx Xxxxx |
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Xxxxxx Xxxx. Xxxxx |
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MMC Investments Limited |
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/s/ Xxxxx Xxxxxxxx Xxxxx |
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Xxxxx Xxxxxxxx Xxxxx |
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By: |
/s/ S. Screech |
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/s/ Xxxxxxx Xxxxx Xxxxx |
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Name: |
S. Screech |
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Xxxxxxx Xxxxx Xxxxx |
Title: |
Director |
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The
Regent Trust Company Limited |
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By: |
/s/ Xxxxxxx Xxxx Xxxxxxx Xxxxxx |
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/s/ Hilton Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxxx Xxxx Xxxxxxx Xxxxxx |
Xxxxxx Xxxxxx Xxxxxxxxxx |
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Title: |
Director |
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/s/ Hilton Xxxxxx Xxxxxxxxxx |
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Radcliffes Trustee Company S.A. as |
Marc Xxxx Xxxxxxxxxx |
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Trustees of the Grandee Trust |
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/s/ Hilton Xxxxxx Xxxxxxxxxx |
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By: |
/s/ Xxxxxxxxx Xxxxxx/Xxxxxxxx Xxxx |
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Xxxxx Xxxxx Xxxxxxxxxx |
Name: |
Xxxxxxxxx Xxxxxx/Xxxxxxxx Xxxx |
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Title: Authorized Signatory |
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