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EXHIBIT 3.1(C)
FIRST ALTERNATIVE AMENDMENTS
SEA II
FIRST AMENDMENT TO
RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
SOUTHEAST ACQUISITIONS II, L.P.
This FIRST AMENDMENT (this "Amendment"), dated as of November 5,
1997
is to the Restated Limited Partnership
Agreement (the "Partnership Agreement")
of Southeast Acquisitions II, L.P. (the
"Partnership"), dated June 24, 1988, by
and between SOUTHEAST ACQUISITIONS, INC., a
Delaware corporation, as general
partner (the "General Partner") and the
Persons admitted as limited partners
pursuant to the Partnership Agreement.
WHEREAS, a special meeting (the "Meeting") of the Limited Partners
was
duly held on November 5, 1997; and
WHEREAS, at the Meeting a majority in interest of the Limited
Partners
have voted to adopt the following
Amendments to the Partnership Agreement.
NOW, THEREFORE, the Amendments are adopted and are effective as
of
November 5, 1997.
1. Southeast Acquisitions, Inc. is hereby removed as the
General
Partner of the Partnership, and Southern
Management Group, LLC, a Tennessee
Limited Liability Company is substituted
therefor as successor General Partner
of the Partnership. On and after the date
of this Amendment, except as the
context may otherwise require, all
references to the General Partner in the
Partnership Agreement shall mean Southern
Management Group, LLC.
2. Section 1.3 is amended in its entirety to read as follows:
"1.3. TERM. The Partnership shall exist for a term ending
December
31, 2000, at which time it shall be dissolved, unless sooner
dissolved
or terminated as provided in this Agreement (the "Term")."
3. Section 1.4 is hereby amended in its entirety to read as
follows:
"1.4. PLACE OF BUSINESS. The principal place of business of the
Partnership shall be at 301 South Perimeter Park Drive, Suite
115,
Nashville, TN 37211 or at another location selected by the
General
Partner, who shall give notice of any change to the Limited
Partners.
The Partnership may have such additional offices or places of
business
as the General Partner may determine."
4. The first sentence of Section 2.1 is amended in its entirety to
read
as follows:
"2.1. GENERAL PARTNER. The General Partner is Southern
Management
Group, LLC, a Tennessee Limited Liability Company, 301 South
Perimeter
Park Drive, Suite 115, Nashville, Tennessee."
5. Section 4.2(a) is amended by adding at the end of the section
the
following:
"(xiii) Reserve to itself or an Affiliate or enter into a
contract
for an exclusive right to sell or exclusive employment to sell
property
for the Partnership."
6. Section 4.3(b) is hereby amended in its entirety to read as
follows:
"(b) Without the consent of a majority in interest of the
Limited Partners, the General Partner shall not have the aut
