EXHIBIT 3.8
FIRST AMENDMENT
TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF VINTAGE WINE TRUST LP
This First Amendment (this "Amendment") to the First Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") of Vintage Wine
Trust LP, a Delaware limited partnership (the "Partnership"), is made and
entered into as of February 8, 2006, by Vintage Wine Business Trust I, a
Maryland business trust (the "General Partner"). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Partnership
Agreement.
RECITALS
WHEREAS, the Partnership was formed on January 24, 2005 pursuant to and in
accordance with the Delaware Revised Uniform Limited Partnership Act (4 Del. C.
Section 17-101, et seq.), as amended from time to time, upon the execution and
filing of a certificate of limited partnership with the Secretary of State of
the State of Delaware;
WHEREAS, at the time of the Partnership's formation, the partners entered
into that certain Agreement of Limited Partnership of Vintage Wine Trust LP
dated as of January 24, 2005 (the "January Partnership Agreement"), to set forth
their agreements with respect to the business and affairs of the Partnership;
WHEREAS, the January Partnership Agreement was amended by the Partnership
Agreement, dated as of March 23, 2005, at which time the partners amended and
restated the January Partnership Agreement in its entirety and set forth their
agreements with respect to the business and affairs of the Partnership;
WHEREAS, the definition of Effective Date in the Partnership Agreement
mistakenly referred to the date of the closing of the Parent's initial public
offering of REIT Shares when the date of the closing of the Parent's private
offering of REIT Shares in March 2005 was intended;
WHEREAS, Section 7.3.B of the Partnership Agreement mistakenly refers to
Section 5.4 of the Partnership Agreement as an exception to the general policy
that the General Partner may not amend, modify or terminate the Partnership
Agreement without the written consent of a Majority in Interest of the Outside
Limited Partners when Section 5.5 was intended;
WHEREAS, pursuant to Sections 7.1.A and 7.3.C of the Partnership
Agreement, the General Partner has the power, without the consent of the Limited
Partners, to amend the Partnership Agreement to, among other things, cure any
ambiguity, or correct or supplement any provision in this Agreement not
inconsistent with law or with other provisions of the Partnership Agreement; and
WHEREAS, pursuant to Sections 7.1.A and 7.3.C of the Partnership
Agreement, the General Partner desires to amend the Partnership Agreement to
accurately reflect that the Effective Date is the closing of the Parent's
private offering of REIT Shares in March 2005;
NOW THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment of Article I. The definition of "Effective Date" set forth in
Article I of the Partnership Agreement is hereby amended and replaced in its
entirety as follows:
""Effective Date" means the date of closing of the Parent's private
offering of REIT Shares in March 2005."
2. Amendment of Section 7.3.B. Section 7.3.B of the Partnership Agreement
is hereby amended and replaced in its entirety as follows:
"The General Partner shall not, without the written consent of a
Majority in Interest of the Outside Limited Partners, except as
provided in Sections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend,
modify or terminate this Agreement."
3. Full Force and Effect. Except as expressly amended hereby, the
Partnership Agreement shall continue and remain in full force and effect.
4. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this First Amendment to the First Amended and Restated
Agreement of Limited Partnership as of the day and year first written above.
VINTAGE WINE BUSINESS TRUST I, in its capacity
as General Partner of the Partnership
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
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