EXHIBIT 99.2
SECOND AMENDMENT TO
SECOND RESTATED AND AMENDED
AGREEMENT OF LIMITED PARTNERSHIP
OF
NATIONAL OPERATING, L.P.
A DELAWARE LIMITED PARTNERSHIP
=================================================
This Second Amendment (the "Second Amendment") to Second Restated
and Amended Agreement of Limited Partnership of NATIONAL OPERATING, L.P. (the
"Partnership"), is made and entered into as of the 18th day of December, 1998,
by Syntek Asset Management, L.P., a Delaware Limited Partnership, as the General
Partner (the "General Partner"), and National Realty, L.P., a Delaware Limited
Partnership, as the Limited Partner (the "Limited Partner").
WHEREAS, the General Partner and the Limited Partner entered into
the Second Restated and Amended Agreement of Limited Partnership of National
Operating, L.P., (the "Partnership Agreement"), dated as of July 29, 1987, and
the General Partner, together with a former general partner, amended the
Partnership Agreement by executing the Certificate of Amendment of Limited
Partnership Agreement of National Operating, L.P. (the "First Amendment"), dated
as of May 14, 1990;
WHEREAS, Paragraph 16.2.1 of the Partnership Agreement permits the
amendment of the Partnership Agreement upon approval of a majority of the
Limited Partners;
WHEREAS, the General Partner, being the sole general partner of
the Partnership, and the Limited Partner, being the sole limited partner of the
Partnership (thereby satisfying the requirements of Paragraph 16.2.1), desire to
further amend the Partnership Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
Section 1. The first sentence of Paragraph 17.2.2 is hereby
amended and restated in its entirety to read as follows:
On or after the fifth anniversary of the Closing Date, the
General Partner may, upon satisfaction of the conditions contained
in Paragraph 12.5.1, withdraw from the Partnership upon 180 days'
notice without a breach of Agreement, and except as otherwise
provided herein, such withdrawal to take effect on the date
specified in such notice; provided, however, the withdrawal of
Syntek Asset Management, L.P. as General Partner shall not be
subject to the 180 day notice provision.
Section 2. To the extent of any inconsistencies between the terms
of this Second Amendment and the terms of the Partnership Agreement, the terms
of this Second Amendment shall control.
Section 3. The Partnership Agreement, as modified herein, remains
in full force and effect as the agreement of the parties.
Section 4. This Second Amendment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all counterparts hereof taken together shall constitute but a
single instrument.
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IN WITNESS WHEREOF, this Second Amendment has been duly executed
by the parties hereto as of the date first written above.
General Partner
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SYNTEK ASSET MANAGEMENT, L.P.
A Delaware Limited Partnership
By: SYNTEK ASSET MANAGEMENT, INC.,
Managing General Partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx,
Senior Vice President
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx, General Partner
Limited Partner
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NATIONAL REALTY, L.P. A Delaware Limited
Partnership
By: SYNTEK ASSET MANAGEMENT, L.P. A
Delaware Limited Partnership, General
Partner
By: SYNTEK ASSET MANAGEMENT,
INC., Managing General Partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx,
Senior Vice President
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx, General
Partner
