1
EXHIBIT 3.1(C)
FIRST ALTERNATIVE AMENDMENTS
SEA I
FIRST AMENDMENT TO
RESTATED LIMITED PARTNERSHIP AGREEMENT OF
SOUTHEAST ACQUISITIONS I, L.P.
This FIRST AMENDMENT (this "Amendment"), dated as of November 6, 1997
is to the Restated Limited Partnership Agreement (the "Partnership Agreement")
of Southeast Acquisitions I, L.P. (the "Partnership"), dated June 4, 1987, 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 6, 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 6, 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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."
E-1
2
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, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇."
5. Section 4.2(a) is amended by adding at the end of the Section the
following:
"(xi) Reserve to itself or an Affiliate or enter into a
contract for the 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 authority to:
(i) sell or otherwise dispose of at one time all or
substantially all of the assets of the Partnership, except
that the General Partner may sell such assets without such
consent (A) in connection with the liquidation of the
Partnership under Section 6.3 or (B) if the net proceeds of
such sale, when distributed in accordance with Section 3.1,
will be sufficient to provide the Limited Partners with
distributions equal to the Acquisition Cost of the assets
sold."
7. Section 4.3(c)(i) is deleted in its entirety and clauses 4.3(c)(ii)
through (iv) are hereby renumbered 4.3(c)(i) through (iii) respectively.
8. Section 4.5(a) is amended in its entirety as follows:
"4.5. COMPENSATION OF GENERAL PARTNER. (a) For the services
and activities to be performed by the General Partner in connection
with the administration and management of the Partnership and the
Property from November 6, 1997 to the end of the Term, the General
Partner shall receive a management fee of $8,100 per year (prorated for
a portion of the year) during the Term of the Partnership. The
management fee shall be paid to the General Partner for such services
on conclusion of each calendar quarter. If the Partnership does not
have sufficient cash to pay the management fee for any
E-2
3
quarter, such fee shall be accrued (without interest) as a debt of the
Partnership, payable out of Sale or Financing proceeds prior to any
Partner receiving his distributions in accordance with the Agreement."
9. A new Section 4.5(d) shall be added to the Partnership Agreement as
follows:
"(d) The General Partner or its Affiliates may receive up to
one-half of the competitive real estate commission or disposition fee
(that real estate or brokerage commission or disposition fee paid for
the purchase or sale of property which is reasonable, customary and
competitive in light of the size, type and location of the property),
with respect to sales of Partnership property following November 6,
1997 which are not under contract as of such date. The total
compensation paid to all Persons for the sale of Partnership property
shall be limited to a competitive real estate commission or disposition
fee not to exceed 10% of the contract price for the sale of the
property. The commission or disposition fee shall be paid upon sale of
the property prior to any distribution to the Partners in accordance
with this Agreement; provided that the amount of any such commission or
disposition fee paid to the General Partner shall reduce any
distribution to which it would otherwise be entitled pursuant to this
Agreement."
10. Section 11.1 is amended by adding the following definition as the
first definition in the Section:
"Acquisition Cost" with respect to a Partnership asset means
the price originally paid by the Partnership to acquire the asset,
including the value of any mortgages or liens on the asset assumed by
the Partnership at the time of acquisition, excluding points and
prepaid interest"
and by adding the following definition following the definition of
"Agreement":
"all or substantially all the assets of the Partnership" means
60% or more of the real estate acreage held by the Partnership as of
September 22, 1997."
11. Except as amended hereby, the Partnership Agreement shall remain in
full force and effect.
12. Terms not defined herein which are defined in the Partnership
Agreement shall have the same meanings herein.
13. This Amendment and the rights and obligations of the Partners
hereunder shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware applicable to contracts made and to be
performed therein, without application of the principles of conflicts of laws
of such state.
E-3
4
IN WITNESS WHEREOF, this Amendment has been executed by the parties
set forth below as of the date first above written.
GENERAL PARTNER SOUTHEAST ACQUISITIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name:
Title:
SUCCESSOR GENERAL PARTNER SOUTHERN MANAGEMENT GROUP, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name:
Title:
LIMITED PARTNERS LIMITED PARTNERS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name:
Title:
E-4