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- S-4/A Registration of securities issued in business combination transactions
- 3.109 Form of Certificate of Incorporation
- 3.110 Bylaws of Toll Northeast Services,inc.
- 3.111 Form of Articles of Incorporation for Guarantors Organized In Georgia.
- 3.112 Certificate of Amendment of the Certificate of Incorp.for Ese Consultants,inc.
- 3.113 Articles of Amendment of Toll Pa III GP Corp.
- 3.114 Articles of Amendment for Toll Pa III GP Corp.
- 3.115 Form of Articles of Incorp.for Guarantors Organized In the State of Washington.
- 3.116 Form of Articles of Incorp for Guarantors Organized In State of West Virginia.
- 3.117 Limited Liability Company Operating Agreement of 1450 Washington LLC.
- 3.118 Amended and Restated Limited Liability Company Operating Agreement of Arborhills
- 3.119 Second Amended and Restated Limited Liability Co. Operating Agree.of Martinsburg
- 3.120 Articles of Amendment to the Articles of Organization of Orlando Tbi Realty LLC.
- 3.121 Amended Restated Limited Liability Company Oper.agreement of PT Maxwell Holdings
- 3.122 Fourth Amended Restated Limited Liability Comp.operating Agreement of PT Maxwell
- 3.123 First Amend Fourth Amended Restated Limited Liability Company Oper.agr Ptmaxwell
- 3.124 Amended and Restated Llc.operating Agreement O Fregency at Washington I LLC.
- 3.125 Form of Certificate of Formation for the Guarantors Organized Stateoftexas.
- 3.126 Form of Limited Liability Company Operating Agreement
- 3.127 Form of First Amendment to Limited Liability Company Operating Agreement
- 3.128 Certificate of Amendment for Toll Ca I LLC.
- 3.129 Form of Limited Liability Company Operating Agreement
- 3.130 First Amend to Limited Liability Company Operating Agreement for Toll Ca I LLC.
- 3.131 Form of Articles of Org.for the Guarantors Organized In the State of Colorado.
- 3.132 Form O Flimited Liability Company Operating Agreement
- 3.133 Form Ofarticles of Organization for Guarantors Organized In the State of Nevada.
- 3.134 Form of Limited Liability Company Operating Agreement
- 3.135 Form of Articles of Org. for Guarantors Organized In the State of Indiana.
- 3.136 Certificate of Conversion for Toll Jupiter LLC.
- 3.137 Articles of Amendment for Toll Jupiter LLC.
- 3.138 Second Amended,restated Limited Liability Company Operating Agreement
- 3.139 Form of Limited Liability Company Operating Agreement
- 3.140 Articles of Amendment for Toll MD III LLC.
- 3.141 Articles of Amendment for Toll MD IV LLC.
- 3.142 Form of Limited Liability Company Operating Agreement
- 3.143 Form of Third Amended,restated Limited Liability Company Operating Agreement
- 3.144 Limited Liability Company Operating Agreement Oft Olltx Note LLC.
- 3.145 First Amend to Limited Liability Company Operating Agreement of Toll TX Notellc.
- 3.146 Form of Limited Liability Company Operating Agreement
- 3.147 Form of Certif.limited Partnership for Guarantors Organized In State of Georgia.
- 3.148 Certificate of Amendment for Toll Pax II,L.P.
- 3.149 Form of Certif. of Limitedpartnership Forguarantors Organized State of Washingto
- 3.150 Form of Certificate O Flimited Partnership
- 5.2 Opinion of John Mcdonald, General Counsel to Toll Brothers,inc.
- 8.1 Opinion of Simpson Thacher & Bartlett LLP Regarding Certain U.S. Tax Matters
- 23.3 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .
- 23.4 Consent of Weisermazars LLP, Independent Registered Public Accounting Firm .
- 99.1 Form of Letter of Transmittal
Exhibit 3.145
FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
TOLL TX NOTE LLC
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is made as of the 1st day of August, 2011 by Toll Dallas TX LLC, a Texas limited liability company (the “Sole Member”).
BACKGROUND
A. The Sole Member entered into that certain Limited Liability Company Operating Agreement of Toll TX Note LLC, a Texas limited liability company (the “Company”), dated April 12, 2010 (the “Agreement”).
B. Pursuant to Section 16 of the Agreement, the Agreement may only be modified, altered, supplemented or amended pursuant to a written agreement executed by the Sole Member.
C. The Sole Member desires to amend Section 8(i) of the Agreement.
NOW THEREFORE, intending to be legally bound hereby, the Sole Member hereby removes the current language contained in Section 8(i) of the Agreement and replaces it with the following language:
The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to no fewer than two (2) and no greater than three (3) managers (individually, a “Manager” and collectively, the “Managers”) and hereby consents to the election of Thomas J. Murray and Robert G. Paul as Managers of the Company. Each Manager is individually authorized to act on behalf of the Company.
IN WITNESS WHEREOF, the Sole Member has executed this Amendment as of the day and year first written above.
| TOLL DALLAS TX LLC | ||
| By: |
| |
| Mark J. Warshauer | ||
| Vice President | ||