EXHIBIT 3.1
SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
UNITED DEVELOPMENT FUNDING III,
L.P.
This
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP of United Development Funding III, L.P.
(the “Partnership”) is made and entered into this 9th
day of June, 2009 by UMTH Land Development, L.P., a Delaware
limited partnership, as the General Partner, Todd Etter, a Texas
resident, as the Initial Limited Partner, and those parties who
from time to time become Limited Partners as provided in the Second
Amended and Restated Agreement of Limited Partnership, as amended,
as the Limited Partners (capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to them in the
Second Amended and Restated Partnership Agreement, as amended by
the First Amendment, each as defined below).
WHEREAS , on June 13, 2005, a Certificate of
Limited Partnership was filed with the Secretary of State of the
State of Delaware, pursuant to which the General Partner and the
Initial Limited Partner formed the Partnership under the Delaware
Revised Uniform Limited Partnership Act;
WHEREAS , the parties hereto previously entered into
that certain Agreement of Limited Partnership dated
February 1, 2006;
WHEREAS , the parties hereto previously entered into
that certain Amended and Restated Agreement of Limited Partnership
dated February 9, 2006;
WHEREAS, the parties hereto previously entered into that
certain Second Amended and Restated Agreement of Limited
Partnership dated April 21, 2006 (the “Second Amended
and Restated Partnership Agreement”);
WHEREAS , the parties hereto previously entered into
that certain First Amendment to Second Amended and Restated
Agreement of Limited Partnership dated April 25, 2008 (the
“First Amendment”);
WHEREAS , the parties desire to amend the Second Amended
and Restated Partnership Agreement, as amended by the First
Amendment, to permit the Partnership to continue to offer and sell
Units to Limited Partners pursuant to the Distribution Reinvestment
Plan that are in addition to the Units offered and sold pursuant to
the Offering;
NOW
THEREFORE , for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Preamble to Section
8.5. The
preamble to Section 8.5 of the Second Amended and Restated
Partnership Agreement, as amended by the First Amendment, is hereby
deleted in its entirety and replaced with the following:
“
8.5
Limited Partner Contributions. The General
Partner is authorized and directed to raise capital for the
Partnership as provided in the Prospectus by offering and selling
not more than an aggregate of seventeen million five hundred
thousand (17,500,000) Units to Limited Partners pursuant to the
Offering and by offering and selling additional Units to Limited
Partners, in an amount to be determined at the sole discretion of
the General Partner, in any subsequent offering of Units to the
public pursuant to a Distribution Reinvestment Plan registered
pursuant to a Registration Statement as follows:”
2. Amendment to First Paragraph of
Section 8.6. The first paragraph of Section 8.6 of the
Second Amended and Restated Partnership Agreement, as amended by
the First Amendment, is hereby deleted in its entirety and replaced
with the following:
“
8.6
Admission of Limited Partners. No act
