EXHIBIT 3.5
SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
NATIONAL REALTY, L.P.
A DELAWARE LIMITED PARTNERSHIP
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This Second Amendment (the "Second Amendment") to First Amended
and Restated Agreement of Limited Partnership of NATIONAL REALTY, L.P. (the
"Partnership"), is made and entered into as of the 18th day of December, 1998,
by Syntek Asset Management, L.P., a Delaware Limited Partnership, as General
Partner (the "General Partner").
WHEREAS, the General Partner, National Realty Assignor, Inc., as
the Organizational Limited Partner, for all limited partners of the Partnership
(the "Limited Partners") entered into the First Amended and Restated Agreement
of Limited Partnership of National Operating, L.P., (the "Partnership
Agreement"), dated as of January 29, 1987, and the General Partner, together
with a former general partner, amended the Partnership Agreement by executing
the Certificate of Amendment of Limited Partnership Agreement of National
Realty, L.P. (the "First Amendment"), dated as of May 14, 1990;
WHEREAS, Paragraph 16.2.1 of the Partnership Agreement permits
the amendment of the Partnership Agreement upon approval of a majority of the
Limited Partners;
WHEREAS, the Limited Partners evidencing 76.9% of the total
outstanding limited partnership interests in the Partnership have approved this
Second Amendment at a special meeting held on December 18, 1998;
WHEREAS, pursuant to Paragraph 20.1.6, the Limited Partners have
granted the General Partner a special power of attorney to execute certaln
documents on their behalf after the necessary vote, consent or approval;
WHEREAS, the General Partner, being the sole general partner of
the Partnership, and 76.9% of the Limited Partners, (thereby satisfying the
requirements of Paragraph 16.2.1), desire to further amend the Partnership
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
Section 1. The first sentence of Paragraph 17.2.2 is hereby
amended and restated in its entirety to read as follows:
On or after the fifth anniversary of the Closing Date, the
General Partner may, upon satisfaction of the conditions contained
in Paragraph 12.5.1, withdraw from the
Partnership upon 180 days' notice without a breach of Agreement,
and except as otherwise provided herein, such withdrawal to take
effect on the date specified in such notice; provided, however,
the withdrawal of Syntek Asset Management, L.P. as General Partner
shall not be subject to the 180 day notice provision.
Section 2. To the extent of any inconsistencies between the terms
of this Second Amendment and the terms of the Partnership Agreement, the terms
of this Second Amendment shall control.
Section 3. The Partnership Agreement, as modified herein, remains
in full force and effect as the agreement of the parties.
Section 4. This Second Amendment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all counterparts hereof taken together shall constitute but a
single instrument.
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IN WITNESS WHEREOF, this Second Amendment has been duly executed
by the parties hereto as of the date first written above.
General Partner
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SYNTEK ASSET MANAGEMENT, L.P.
A Delaware Limited Partnership
By: SYNTEK ASSET MANAGEMENT, INC.,
Managing General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Partner
Limited Partners
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SYNTEK ASSET MANAGEMENT, L.P.
A Delaware Limited Partnership, for
all Limited Partners now and hereafter
admitted as limited partners of the
Partnership, pursuant to the power of
attorney included in the Partnership
Agreement
By: SYNTEK ASSET MANAGEMENT, INC.,
Managing General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Partner