AMERICA FIRST REAL ESTATE
INVESTMENT PARTNERS, L.P.
AGREEMENT OF LIMITED PARTNERSHIP
THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is entered
into as of June 17th, 1999 by America First Capital Source I L.L.C., a Delaware
limited liability company (the "General Partner") and H/T Corp., a Delaware
corporation (the "Initial Limited Partner") (the General Partner and the Initial
Limited Partner hereinafter collectively sometimes referred to as the
"Partners") in order to form a limited partnership (the "Partnership") under the
provisions of the Delaware Revised Uniform Limited Partnership Act (the "Act")
and according to the terms of this Agreement.
ARTICLE I
Section 1.1. FORM. The Partners hereby form a limited partnership
pursuant to the Act.
Section 1.2. NAME. The business of the Partnership shall be conducted
under the name of "America First Real Estate Investment Partners, L.P."
Section 1.3. PLACE OF BUSINESS. The principal office and place of
business of the Partnership shall be located at 0000 Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxx, Xxxxxxxx, or such other place as the Partners may from time to time
designate.
Section 1.4. PURPOSE--GENERAL. The purpose for which the Partnership is
organized is to carry on any lawful business or activity, except the business of
insurance or banking. The Partnership shall have all powers as set forth in this
Agreement and any and all powers enumerated in the Act.
Section 1.5. TERM. The Partnership shall commence on the date hereof
and shall continue for a period of 40 years, unless earlier terminated in the
following manner:
(a) upon the election of either Partner;
(b) by bankruptcy, withdrawal, resignation or expulsion
of any Partner, provided that the remaining Partner may agree to
continue the business of the Partnership in such event; or
(c) by applicable Delaware law.
ARTICLE II
Section 2.1. CONTRIBUTIONS OF PARTNERS. Each Partner has agreed to
contribute an amount to the capital of the Partnership as indicated in Section
2.2 below. Partners may contribute additional capital from time to time. No
interest shall be paid on any contribution to the capital of the Partnership.
Except as otherwise provided herein, no Partner shall have the right to demand
the return of its capital contributions and no Partner shall have any priority
over any other Partner with respect to the return of capital contributions
except as herein provided.
Section 2.2. PARTNERSHIP INTERESTS. The amount of capital which each
Partner has initially agreed to contribute to the Partnership and the percentage
of interest of each Partner in the profits, losses and cash distributions of the
Partnership ("Partnership Interests") are as follows:
Agreed Initial
Capital Partnership
NAMES CONTRIBUTION INTERESTS
H/T Corp. $990 99%
America First Capital Source I L.L.C. $10 1%
If a Partner contributes additional capital to the Partnership, the respective
Partnership Interests of the Partners will be adjusted accordingly.
Section 2.3. CAPITAL ACCOUNTS. A capital account shall be maintained
for each Partner. Each Partner's capital account will be credited with all
capital contributions made by such Partner and such Partner's allocable share of
Partnership profits and will be reduced by the amount of all cash distributions
made to such Partner and by such Partner's allocable share of Partnership
losses. All capital accounts shall be maintained in accordance with Section 704
of the Internal Revenue Code of 1986, as amended.
Section 2.4. ALLOCATIONS AND DISTRIBUTIONS. (a) All profits and losses
of the Partnership shall be allocated among the Partners in proportion to their
respective Partnership Interests.
(b) Distributions to the Partners of Net Operating Cash (as hereinafter
defined) shall be made at such times as the Partners shall determine. Such
distributions shall be made to the Partners simultaneously and in proportion to
their respective Partnership Interests. For the purpose of this Agreement, Net
Operating Cash shall mean the gross receipts of the Partnership during the
relevant period, less the sum of all cash expenses incurred in the operation of
the Partnership and such sums as may be necessary to establish a reserve for
anticipated operating expenses.
Section 2.5. COMPENSATION. No Partner shall be entitled to any
compensation from the Partnership.
ARTICLE III
Section 3.1. THE GENERAL PARTNER. (a) The Partners agree that the
General Partner will have exclusive authority to conduct the day-to-day
operations of the Partnership.
(b) No Partner other than the General Partner will have any
authority to:
(i) borrow money in the name of the Partnership or
utilize collateral owned by the Partnership as security for such loans;
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(ii) make, execute or deliver any agreement or other
document on behalf of the Partnership;
(iii) assign, transfer, pledge, compromise or release any
of the claims of or debts due the Partnership or arbitrate or consent
to the arbitration of any of the disputes or controversies of the
Partnership.
Section 3.2. PROHIBITED ACTIONS. No Partner has any authority to:
(a) make, execute or deliver any assignment for the
benefit of creditors or any confession of judgment without the consent
of all Partners;
(b) perform any act in violation of this Agreement or of
any applicable law; or
(c) borrow money from the Partnership or utilize
Partnership assets for other than Partnership purposes.
ARTICLE IV
Section 4.1. TERMINATION AND DISSOLUTION. Upon a termination of the
Partnership as provided in Section 1.5, a full and general accounting of its
assets, liabilities and transactions shall at once be taken. Such assets may be
sold and turned into cash as soon as possible and all debts and other amounts
due the Partnership collected. The proceeds thereof shall thereupon be applied
as follows:
(a) First, to discharge the debts and liabilities of the
Partnership and the expenses of liquidation.
(b) Second, to divide the surplus, if any, among the
Partners or their representatives in proportion to their respective
capital accounts.
Section 4.2. RIGHT TO DEMAND PROPERTY. No Partner shall have the right
to demand and receive property in kind for its distribution.
ARTICLE V
Section 5.1. ACCOUNTING YEAR, BOOKS, STATEMENTS. The Partnership's
fiscal year shall commence on January 1 of each year and shall end on December
31 of each year. Full and accurate books of account shall be kept at such place
as the General Partner may from time to time designate, showing the condition of
the business and finances of the Partnership, and each Partner shall have access
to such books of account and shall be entitled to examine them at any time
during ordinary businesses hours. The General Partner shall cause the
Partnership to deliver to each Partner all information necessary for the
preparation of their federal income tax returns.
Section 5.2. BANKING. The Partnership shall maintain a bank account or
bank accounts in the Partnership's name in a national or state bank determined
by the General Partner. Checks
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and drafts shall be drawn on the Partnership's bank account for Partnership
purposes only and shall be signed by the General Partner or its designated
agents.
Section 5.3. TITLES AND SUBTITLES. Titles of the paragraphs and
subparagraphs are placed herein for convenient reference only and shall not to
any extent have the effect of modifying, amending or changing the express terms
and provisions of this Agreement.
Section 5.4. WORDS AND GENDER OR NUMBER. As used herein, unless the
context clearly indicates the contrary, the singular number shall include the
plural, and the plural the singular, and the use of any gender shall be
applicable to all genders.
Section 5.5. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be taken to be an original.
Section 5.6. SEVERABILITY. In the event any parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall nevertheless
be binding with the same effect as though the void parts were deleted.
Section 5.7. WAIVER. No waiver of any provisions of this Agreement
shall be valid unless in writing and signed by the person or party against whom
charged.
Section 5.8. APPLICABLE LAW. This Agreement shall be subject to and
governed by the laws of the State of Delaware.
Section 5.9. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
Section 5.10. ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth
all, and is intended by the Partners to be a integration of all, promises,
agreements and understanding relating to the operation of the Partnership and no
other promises, agreements or understanding, whether written or oral, expressed
or implied, with respect thereto shall have any force or effect whatsoever. This
Agreement may not be amended without the consent of all Partners.
[signatures on following page]
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IN WITNESS WHEREOF, the Partners have executed this Agreement on the
date above written.
AMERICA FIRST CAPITAL
SOURCE I L.L.C., General Partner
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
H/T CORP., Initial Limited Partner
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
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