AMENDMENT TO THE CAPITAL SOURCE II L.P.-A
LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement of Capital Source II L.P.-A, a
Delaware limited partnership (the "Partnership"), by and between Xxxxxx Insured
Mortgage Equities II L.P., a Delaware limited partnership, TIG Insured Mortgage
Equities II Inc., a Delaware Corporation, and H/T Corp. II-A, is hereby amended
as follows:
WHEREAS, the general partners of the Partnership (the "General
Partners") have changed their corporate names; and
WHEREAS, the General Partners have determined it to be in the best
interests of the Partnership to amend the Limited Partnership Agreement pursuant
to Section 12.02(b) as stated below.
WITNESSETH
1. The General Partners of the Partnership are Insured Mortgage
Equities II L.P. and America First Capital Source II L.L.C.
2. Sections 7.01 and 7.02 of the Limited Partnership Agreement
are amended as follows:
The first sentence of Sections 7.01 and 7.02, which both currently read
"The Units shall be evidenced by Beneficial Ownership Certificates
which shall be issued in registered form only," shall be deleted and
replaced with the following sentence: "Ownership of the Units shall be
evidenced solely by the books and records of the Partnership."
3. Section 10.01 of the Limited Partnership Agreement is amended
as follows:
The first sentence of Section 10.01(b), which currently reads "Notice
of any meeting to be held pursuant to Section 10.01(a) shall be given
not less than 10 days nor more than 60 days before the date of the
meeting to each Limited Partner and Unit holder at his record address,
or at such other address which he may have furnished in writing to the
General Partners," shall be deleted and replaced with the following
sentence: "Notice of any meeting to be held pursuant to Section
10.01(a) shall be given not less than 10 days nor more than 120 days
before the date of the meeting to each Limited Partner and Unit holder
at his record address, or at such other address which he may have
furnished in writing to the General Partners."
The last sentence of Section 10.01(c), which currently reads "Such date
shall not be more than 60 days nor less than 10 days before any such
meeting or submission of a matter to the Limited Partners and Unit
holders for a vote by written Consent," shall be deleted and replaced
with the following sentence: "Such date shall not be more than 120 days
nor
less than 10 days before any such meeting or submission of a matter to
the Limited Partners and Unit holders for a vote by written Consent."
IN WITNESS WHEREOF, the undersigned have set their hand, as of the 19th
day of July, 1999.
America First Capital Source II L.L.C., as
general partner
By: /s/ XXXXXXX XXXXXXX
-------------------------------
Xxxxxxx Xxxxxxx, Vice President
Insured Mortgage Equities II L.P., as general
partner
By: CS Housing II Inc., as general partner
By: /s/ XXXXXXX XXXXXXX
-------------------------------
Xxxxxxx Xxxxxxx, Vice President
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