Exhibit 3.1(bb)(ii)
FIRST AMENDMENT TO
CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
U.S. CHECK EXCHANGE LIMITED PARTNERSHIP
This Agreement is made and entered into this 1st day
of January, 1989, by and between Any Kind Check Cashing
Centers, Inc. (the "General Partner"); and Lynn Stratford,
National Financial Exchange, Inc., Leland J. Buttle, AMM
Development, Inc., and GNS Development Corporation (formerly
known as Golf World, Inc.) (the "Limited Partners").
RECITALS
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WHEREAS, by that certain Action By Unanimous Written
Consent of the Board of Directors of U.S. Check Exchange, Inc.
("U.S. Check") dated December 31, 1988, U.S. Check transferred
all of its assets to Golf World, Inc. ("Golf World"); and
WHEREAS, by that certain Action By Unanimous Written
Consent of the Board of Directors of Golf World, dated
December 31, 1988, Golf World accepted the assets of U.S. Check;
and
WHEREAS, by that certain action By Unanimous Written
Consent of the Board of Directors, Golf World transferred the
assets of U.S. Check which consisted of the general partnership
interest held by Golf World in U.S. Check Exchange Limited
Partnership (the "Limited Partnership") to the General Partner;
and
WHEREAS, by that certain Action by Unanimous Written
Consent of the Board of Directors of the General Partner dated
December 21, 1988, the General Partner accepted the general
partnership interest of Golf World in the Limited Partnership;
and
WHEREAS, the Limited Partners wish to consent to the
transfer of general partnership interest as required by Section
18.01 of Article 18 of the Limited Partnership Agreement of the
Limited Partnership and to accept the General Partner as a
substitute general partner in the Limited Partnership; and
WHEREAS, the General Partner has agreed to accept and
assume all of the terms and provisions of the Certificate and
Agreement of Limited Partnership of the Limited Partnership and
agrees to act in all respects as a substitute general partner.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein the parties agree as
follows:
1. The Limited Partners hereby consent to the
transfer of the general partnership interest in the Limited
Partnership and accept the General Partner as a substitute
general partner.
2. The General Partner hereby agrees to accept, honor
and become contractually obligated and bound by all of the terms
and provisions of the Certificate and Agreement of Limited
Partnership of the Limited Partnership and agrees to act in all
respects as a substitute general partner.
3. The parties hereto, desiring to amend the
Certificate of Agreement of Limited Partnership in accordance
with the requirements of Arizona law, hereby state, pursuant to
the provisions of Arizona revised Statutes Section 29-309, as
follows:
a. The name of the Limited Partnership is U.S. Check
Exchange Limited Partnership;
b. The Certificate of Limited Partnership of the
Limited Partnership, dated April 1, 1988, was filed in the Office
of the Secretary of the State of Arizona on August 22, 1988,
Certificate No. 20008197 (the "Certificate");
c. Section 1.06 of Article 1 of the Certificate and
Agreement of Limited Partnership of the Limited Partnership is
hereby amended in its entirety to read as follows:
"1.06 'General Partner' shall mean Any Kind
Check Cashing Centers, Inc., an Arizona
corporation, acting in its capacity as
General Partner of the Limited Partnership,
or any other person or persons who succeeds
him as General Partner pursuant to the
provisions of this Agreement."
d. Article 20 of the Certificate and Agreement of
Limited Partnership of the Limited Partnership is hereby amended
in its entirety to read as follows:
"ARTICLE 20
MISCELLANEOUS
-------------
20.01 Notices. All notices, requests,
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statements, or other communications required or
permitted to be given or furnished hereunder to a
Partner shall be in writing and shall be deemed to
have been properly given or made if hand-delivered
or sent by registered mail, postage prepaid,
addressed
to the partner at his address set forth herein, or
at such other address or addresses as a Partner
may from time to time designate by notice to the
General Partner.
Any Kind Check Cashing Centers, Inc., an
Arizona corporation
c/o Mr. George Brimhall
10555 East Firestone Blvd.
Norwalk, CA 90650
GNS Development Corporation, formerly Golf
World, Inc.
c/o Mr. George Brimhall
10555 East Firestone Blvd.
Norwalk, CA 90650
Mr. Lynn Stratford
P.O. Box 1130
Cedar Glen, CA 92321
National Financial Exchange, Inc.
P.O. Box 1130
Cedar Glen, CA 92321
Leland Buttle
10555 East Firestone Blvd.
Norwalk, CA 90650
AMM Development, Inc.
c/o Mr. Thomas Clark
280 South Beverly Drive
Suite 207
Beverly Hills, CA 90212"
4. Except as amended hereby, all terms and provisions
of the Certificate and Agreement of Limited Partnership of the
Limited Partnership are confirmed and remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this
First Amendment to Certificate and Agreement of Limited
Partnership this 1st day of January, 1989.
GENERAL PARTNER: LIMITED PARTNERS:
ANY KIND CHECK CASHING
CENTERS, INC.
/s/ Lynn Stratford
-----------------------
LYNN STRATFORD
BY /s/ George H. Brimhall
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ITS Vice President
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NATIONAL FINANCIAL
EXCHANGE, INC.
BY /s/ Lynn Stratford
---------------------------
ITS President
--------------------------
/s/ Leland Buttle
-----------------------------
LELAND BUTTLE
AMM DEVELOPMENT, INC.
BY /s/ Thomas Clark
----------------------------
ITS President
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GNS DEVELOPMENT CORPORATION
BY /s/ George H. Brimhall
----------------------------
ITS President
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