X. Xxxx Price Realty Income Fund I, A No-Load Limited Partnership
Amended and Restated Agreement of Limited Partnership
Section 4.2. Distributions of Sale or Financing
Proceeds. All Sale or Financing Proceeds shall be paid or
distributed quarterly, to the extent available (within 60 days
following the close of the fiscal quarter during which the Sale
or Financing Proceeds are received by the Partnership or more
frequently in the discretion of the General Partners) in the
following priority:
(i) First, 4% to the General Partners;
(ii) Second, to the Limited Partners as a class, an
amount equal to the sum of their Adjusted Capital Contributions;
(iii)Third, to the Limited Partners as a class, an
amount equal to:
(a) the sum of the amounts by which Cash
Available for Distribution distributed to them pursuant to
Section 4.1 was less than an amount sufficient to provide a 6%
cumulative non-compounded annual return on the average of their
Adjusted Capital Contributions (and for the purposes of Cash
Available for Distribution for any fiscal quarter were in excess
of 6% per annum shall be credited to reduce any deficiency for
any other fiscal quarter), computed for each Limited Partner from
and after the end of the fiscal quarter in which the Partnership
receives the Limited Partners' Capital Contribution, less
(b) the sum of all distributions of Sale or
Financing Proceeds previously made to them pursuant to this
Section 4.2(iii).
(iv) Fourth, to the General Partners or their
Affiliates the amounts representing the unpaid real estate
brokerage commissions earned on the sale of Properties but
deferred in accordance with Section 5.2A(ix) (to the extent the
General Partners or their Affiliates have not previously received
such amounts with respect to any previously Sold Properties
pursuant to this Section 4.2(iv)). Any amounts distributed to
the General Partners under this Section 4.2(iv) shall be treated
as an expense of the Partnership;
(v) Fifth, to the Limited Partners as a class, the
amount necessary to increase the cumulative annual return
referred to in Section 4.2(iii) from 6% to 10%, determined in the
same manner as provided in Section 4.2(iii); and
(vi) Sixth, the balance, 85% to the Limited Partners as
a class and 15% to the General Partners as a class.
Notwithstanding the other provisions of this Section
4.2, in the event of a Terminating Transaction the assets of the
Partnership (including any Sale or Financing Proceeds from the
Terminating Transaction) remaining, after payment of all
liabilities of the Partnership and funding any Reserves deemed
reasonable by the General Partners, shall be distributed to the
Partners in accordance with their respective Capital Account
balances, determined after all allocations pursuant to Sections
4.3, 4.4, 4.5, and 4.6 and all prior distributions pursuant to
Sections 4.1 and 4.2 have been made.
