SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 12, 2009
Biggest Little Investments L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-16856 13-3368726
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(State or other jurisdic- (Commission File Number) (IRS Employer Identi-
tion of incorporation or fication No.)
organization)
3650 S. Virginia St., Unit K2
Reno, Nevada 89502
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(Address of principal executive (Zip Code)
offices)
(775) 825-3355
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ]Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]Pre-commencement communications pursuant to Ruled 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13E-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2009, the Second Amended and Restated Agreement of Limited
Partnership (the ?LP Agreement?) of Biggest Little Investments, L.P. (the
?Partnership?) was amended (the ?Second Amendment?) by consent of Messrs. Ben
and Bahram Farahi, who hold a majority of the Partnership?s outstanding
limited partnership interests. Ben Farahi is the manager of Maxum LLC, the
general partner of the Partnership, and Bahram Farahi is Ben Farahi's
brother. The Second Amendment permits the Partnership to invest in any
personal property or other non-real estate assets and to invest in joint
ventures, partnerships, firms, corporations or other entities where the
Partnership would not have a controlling interest in such entities. Prior to
the Second Amendment, the LP Agreement limited the Partnership to investments
in mortgage notes or real estate assets and to investing in entities only
where it would acquire a controlling interest in such entities.
The Second Amendment also extended the term of the Partnership to
December 31, 2030. Prior to the Second Amendment, the term of the Partnership
was scheduled to expire on December 31, 2016.
The Second Amendment is attached as Exhibit 99.1 to this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 17th day of June, 2009.
Biggest Little Investments L.P.
By: Maxum LLC
Its General Partner
By: /s/ Ben Farahi
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Ben Farahi
Manager
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EXHIBIT 99.1
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF BIGGEST LITTLE INVESTMENTS, L.P.
This Amendment No. 2 to Second Amended and Restated Limited Partnership
Agreement (this "Amendment") of Biggest Little Investments, L.P., a Nevada
limited partnership (the "Partnership"), is executed as of the 12th day of
June, 2009 (the "Effective Date") and is adopted, ratified and agreed to by
Maxum LLC, a Nevada limited liability company and the sole general partner of
the Partnership (the "General Partner"), and the Majority Limited Partners
(as defined below).
RECITALS
A. Section 15.2.4 of the Partnership's Second Amended and Restated
Limited Partnership Agreement (as amended by Amendment No. 1 to Second
Amended and Restated Limited Partnership Agreement dated September 1, 2005,
the "LP Agreement") (all capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the LP Agreement, the applicable
provisions of which are incorporated herein by this reference) provides that
the Limited Partners, by Majority Vote, shall have the right to (i) amend the
LP Agreement and (ii) extend the term of the Partnership.
B. Affiliates of the General Partner (the "Majority Limited Partners")
own a majority of the outstanding units of limited partnership interest in
the Partnership (the "Units").
C. The Majority Limited Partners now desire to amend the LP Agreement to
provide for additional purposes of the Partnership and to extend the term of
the Partnership.
D. The Majority Limited Partners believe that the additional purposes of
the Partnership and the extension of the term of the Partnership will provide
additional opportunities to the Partnership and, accordingly, is in the best
interests of the Partnership and its Partners.
AGREEMENT
1. Recitals. The recitals to this Amendment are expressly incorporated
herein by this reference.
2. Section 3. Section 3 of the LP Agreement is hereby amended by adding
the following new Section 3.7 thereto:
"3.7 General Investments. Notwithstanding anything contained
in this Agreement to the contrary, the Partnership shall
purchase, exchange, acquire, lease, own, encumber, use, lend,
borrow, operate, service, maintain, develop, convey and
otherwise dispose of and sell, handle, trade, deal in and
invest in any personal property or other non-real estate assets
(whether tangible or intangible), choses in action or any
interest therein, including, without limitation, (i)
participations in loans and other financial accommodations,
whether secured by real estate, other assets or unsecured and
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(ii) joint ventures, partnerships, firms, corporations or
entities, whether public, governmental or private, and whether
the Partnership would have a controlling interest therein or
not."
3. Section 4. Section 4 of the LP Agreement is hereby amended by
deleting such Section in its entirety and replacing such Section with the
following:
"4. TERM.
The Partnership commenced concurrently with the filing of the
Certificate of Limited Partnership with the Secretary of State
of the State of Delaware, and shall continue until December 31,
2030, unless previously terminated in accordance with the
provisions of this Agreement."
4. Modification. Except as this Amendment specifically provides
otherwise, all terms and provisions of the LP Agreement remain in full force
and effect without change, modification or deletion.
5. Miscellaneous.
(a) This Amendment shall be binding upon the Partners and their
respective successors, assigns, heirs, devisees, legal representatives,
executors and administrators.
(b) The laws of the State of Nevada shall govern this Amendment,
excluding any conflict of laws rules.
(c) The headings in this Amendment are inserted for convenience and
identification only and are in no way intended to describe, interpret, define
or limit the scope, extent or intent of this Amendment or any of its
provision.
(d) All pronouns used in this Amendment shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 to Second Amended and Restated Limited Partnership Agreement as of the date
first above written.
GENERAL PARTNER: MAJORITY LIMITED PARTNERS:
MAXUM LLC
By:/s/ Ben Farahi By: Ben Farahi
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Name: Ben Farahi Name: Ben Farahi
Title: Manager
By: /s/ Bahram Farahi
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Name: Bahram Farahi
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