SECOND AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
ANSONIA APARTMENTS, L.P.
THIS SECOND
AMENDMENT (“Amendment”) amends the Limited
Partnership Agreement of Ansonia Apartments, L.P. (the
“Partnership”) dated November 25, 1997 (the
“Partnership Agreement”) between Tarragon Development
Company LLC (“Tarragon”), a Delaware limited liability
company, successor by merger to PB Acquisition Corp., a Nevada
corporation (“PB”), as general partner, and Ansonia,
LLC, a New York limited liability company (“ALLC”), and
Richard S. Frary, individually, as limited partners, effective as
of November 30, 2005.
In consideration
of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the partners do hereby agree to amend the
Partnership Agreement in the following respects:
1.
Admission of General Partner .
Effective as of
the date hereof, PB has merged with and into Tarragon, with
Tarragon being the surviving entity, and as a result of such merger
Tarragon has become the general partner of the Partnership with all
of the rights, powers, privileges, duties, responsibilities,
liabilities and obligations of the general partner under the
Partnership Agreement, effective as of the effective date of the
merger.
2.
Admission of Limited Partner .
Effective as of
the date hereof, Richard Frary has become a limited partner of the
Partnership with all of the rights, powers, privileges, duties,
responsibilities, liabilities and obligations of a limited partner
under the Partnership Agreement, effective as of the effective date
of the merger.
3.
Section 3.2.2 . Section 3.2.2 of the
Partnership Agreement is hereby deleted in its entirety, and the
following is substituted therefore:
3.2.2 Even if
authorized by Section 3.1, the General Partner shall have no
authority to do any of the following on behalf of the Partnership
without the prior approval of ALLC for so long as (x) ALLC is a
Limited Partner herein and (y) Robert P. Rothenberg, a
memb
|
