Amended And Restated Certificate Of Limited Partnership {LPA 73.77}

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LPA-73.77 AMENDED AND RESTATED CERT IFICATE OF LIMITED PARTNERSHIP (07/05) This form can be used only by limited partnerships formed under the laws of Virginia prior to January 1, 1987.This certificate is presented for filing pursuant to 50-73.77 C and D of the Code of Virginia. 1. The name of the limited partnership prior to January 1, 1987: ________________________________________________________________________ ______________________. 2. The name of each county or independent city in which the limited partnerships original certificate and any amendments thereto were last filed is ________________________________________________________________________ __. 3. The name adopted by the limited partnership to meet the requirements of 50-73.2 of the Code of Virginia is ________________________________________________________________________ ______________________. (see instructions for name requirements) 4. The post office address, including the street and number, if any, of the specified office where the records shall be maintained pursuant to 50-73.8 of the Code of Virginia is ________________________________________________________________________ ______________________. (number/street) (city or town) (state) (zip)5. A. The initial registered agents name is _____________________________________________________________. B. The registered agent is (mark appropriate box): (1)an INDIVIDUAL who is a resident of Virginia and a general partner of the limited partnership. an officer or director of a corporation that is a general partner of the limited partnership. a general partner of a general partner of the limited partnership. a member or manager of a limited liability company that is a general partner of the limited partnership. a trustee of a trust that is a general partner of the limited partnership. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. 6. The registered agents business office address, including the street and number, if any, is ________________________________________________________________________ ____ VA ______________, (number/street) (city or town) (zip) which is located in the county or city of __________________________________________________________. 7. The name, post office address, including the street and number, if any, and SCC ID # (if assigned) of each general partner is: ________________________________________________________________________ ______________________ (name and SCC ID #, if assigned) (jur isdiction of formation (optional)) ________________________________________________________________________ ______________________ (number/street) (city or town) (state) (zip) ________________________________________________________________________ ______________________ (name and SCC ID #, if assigned) (jur isdiction of formation (optional)) ________________________________________________________________________ ______________________ (number/street) (city or town) (state) (zip)Check and complete if applicable: The following general partners are serving, without more, as a general partner of the limited partnership and do not otherwise transact business in Virginia. See 13.1-757, 13.1-1059 and/or 50-73.61 of the Code of Virginia. ________________________________________________________________________ ______________________ 8. The latest date upon which the limited partnership is to be dissolved and its affairs wound up is__________________.9. Signature(s) of all general partner(s): _________________________________________________________ ______________ _____ (signature) (date) _________________________________________________________ ______________ _________________ (printed name and title) (telephone number (optional)) _________________________________________________________ ______________ _____ (signature) (date) _________________________________________________________ ______________ _________________ (printed name and title) (telephone number (optional)) INSTRUCTIONS ON THE REVERSE American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 INSTRUCTIONS The certificate must be in the English language, typewritten or printed in black, legible and reproducible. See 50-73.17 of the Code of Virginia. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. A separate sheet may be attached to provide for additional general partner listings and signatures. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm . The name of the limited partnership must contain the words "Limited Partnership" or "a Limited Partnership," the abbreviation "L.P." or LP; provided, however, that if the limited partnership is also applying for registered limited liability partnership status pursuant to 50-73.132 of the Code of Virginia, the name must include either (1) (a) the words limited partnership or a limited partn ership, the abbreviation L.P. or LP and (b) the wordsRegistered Limited Liability Partnership or Limited Liability Partnership, the abbreviation R.L.L.P. or L.L.P. or the designation RLLP or LLP, or (2) the words Registered Limited Liability Limited Partnership or Limited Liability Limited Partnership, the abbreviation R.L.L.L.P. or L.L.L.P. or the designation RLLLP or LLLP. See 50-73.2 of the Code of Virginia. The limited partnerships name must be distinguishable upon the records of the Commission. See 50-73.2 of the Code of Virginia. To check the availability of a limited partnership name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. The specified office is the location at which a current list of the full name and last known address of each general partner of the limited partnership is kept, as well as the other limited partnership information and records specified in 50-73.8 of the Code of Virginia. See 50-73.4 of the Code of Virginia. The registered agents business office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the location of the registered agents business office. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street addre