FIRST AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P.
Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED
PARTNERSHIP AGREEMENT
OF
XXXXXXXX XXXXXXXX XXXXXX, X.X.
PARTNERSHIP AGREEMENT
OF
XXXXXXXX XXXXXXXX XXXXXX, X.X.
This FIRST AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF XXXXXXXX
XXXXXXXX XXXXXX, X.X. (this “First Amendment”) is dated as of May 6, 2011 and is effective as of
the date hereof, by and among (a) XXXXXXXX XX CORP., a Delaware corporation (the “General
Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”),
and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with
Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General
Partner and the Limited Partners are each referred to herein as a “Partner” and collectively
referred to herein as the “Partners.” Capitalized terms not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
RECITALS
WHEREAS, on February 5, 2007, the Partners entered into that certain Amended and Restated
Texas Limited Partnership Agreement of Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. (the “Partnership
Agreement”);
WHEREAS, the Partners desire to replace the Operating Committee of Xxxxxxxx Xxxxxxxx Xxxxxx,
X.X. (the “Partnership”) with an Executive Committee and a Leadership Team; and
WHEREAS, the Partners have agreed to enter into this First Amendment to the Partnership
Agreement to provide for the replacement of the Operating Committee of the Partnership with an
Executive Committee and a Leadership Team.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Amendments to the Partnership Agreement. The following amendments are hereby made to
the Partnership Agreement:
| (a) | Article I is hereby amended by deleting the text “Operating Committee” from the definition of “Class A Common Stock Equivalent” therein and replacing it with the text “Executive Committee.” | ||
| (b) | Article I is hereby further amended by deleting the text of the definition of “Operating Committee” therein in its entirety. | ||
| (c) | Article I is hereby further amended by adding the following definitions thereto: |
“Executive Committee” shall have the meaning set forth in
Section 3.4(a) hereof.
“Leadership Team” shall have the meaning set forth in Section
3.4(a) hereof.
| (d) | Section 3.3(b) is hereby amended by deleting the text “and ‘Operating Committee’” from the second line thereof. | ||
| (e) | Section 3.4 is hereby amended by deleting the text thereof in its entirety and replacing it with the following text: |
Section 3.4. Managing Member, Leadership Team and Executive
Committee.
(a) The Managing Member, the “Leadership Team” and the “Executive
Committee” shall be elected in accordance with the terms set forth
below. The sole rights and responsibilities of the Managing
Member, the Leadership Team and the Executive Committee hereunder
shall be to (i) participate in the process of preparing the
proposed Annual Operating Budget in accordance with and subject to
the provisions of Section 3.5 and (ii) consult with and make
non-binding recommendations to the General Partner in connection
with the General Partner’s performance of its duties and
obligations (and the exercise of its rights) hereunder.
(b) (i) The Managing Member shall be a Voting Right Holder, shall
be elected by Super Majority Vote and shall serve a term of two
(2) years, after which the Managing Member and any other Voting
Right Holder may stand for election or re-election, as the case
may be, by Super Majority Vote; (ii) the initial Managing Member
shall be Xxxx X. Xxxxxx, Xx.; and (iii) the Managing Member may be
removed by a vote of 75% or more of the Voting Interests (and in
any such event the replacement Managing Member shall subject to
the terms hereof serve the then remaining term of such removed
Managing Member).
(c) The Leadership Team shall
initially be comprised of (i)
each office head, line of business head or specialty head of the
Partnership and (ii) each member of the Executive Committee. The members of the Leadership
Team shall serve a term of one (1) year, after which each member of the Leadership Team may elect to stand for
re-appointment by majority vote of the Executive Committee members; provided that if such Leadership Team member
elects not to serve for re-appointment, or if the Executive Committee determines that such
Leadership Team member should not serve an additional term, the Executive Committee
may appoint any other qualified employee of the Partnership to serve on the Leadership Team.
The Executive Committee may by majority vote expand or reduce the size of the Leadership Team upon any increase or
decrease, respectively, in the number, size or scope of offices, lines of business or specialties of the Partnership.
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(c) The Executive Committee shall at all times be comprised of at
least three (3) but not more than seven (7) voting members and
may at any time include up to two (2) non-voting members, as each
such number shall be determined by a majority vote of the
non-Executive Committee members of the Leadership Team. The
members of the Executive Committee shall be elected by a majority
vote of the non-Executive Committee members of the Leadership Team
to serve a term of two (2) years, after which each member of the
Executive Committee and any other qualified employee of the
Partnership may stand for re-election or election, as the case may
be, by majority vote of the non-Executive Committee members of the
Leadership Team. The initial Executive Committee shall be
comprised of three voting members, who are: Xxxx X. Xxxxxx, Xx.,
Xxxx X. Xxxxxx and Xxx X. Xxxxxxxx, Xx., one ad hoc member, Xxxx
X. Xxxxxx (who shall be a non-voting member), and two non-voting
members, who are: Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxx. Any
member of the Executive Committee is subject to removal prior to
the end of his or her term by a recall majority vote of the
non-Executive Committee members of the Leadership Team and, if
such removal is voted, the non-Executive Committee members of the
Leadership Team shall vote to replace such Executive Committee
member by majority vote (and in such event the replacement
Executive Committee member shall (subject to the terms hereof)
serve the remaining term of the Executive Committee member so
recalled).
| (f) | Section 3.5 is hereby amended by deleting the text thereof in its entirety and replacing it with the following text: |
Section 3.5. Budget. The annual operating budget of the
Partnership and its Subsidiaries, if any, (the “Annual Operating
Budget”) shall be prepared by the Managing Member (or his
designee) by December 1st of each year for approval by
the Executive Committee in consultation with the Leadership Team.
The Annual Operating Budget shall be based on, inter
alia, information provided to the Managing Member by the
heads of each office and line of business of the Partnership and
its Subsidiaries, if any, and shall set forth in reasonable detail
budgeted monthly operating income and monthly operating capital
and other
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expenses for the Partnership and its Subsidiaries, if any
(including, without limitation, estimated bonuses for each office
and line of business). Upon approval by the Executive Committee
in consultation with the Leadership Team, the same shall be
submitted to the Voting Right Holders for approval by a Super
Majority Vote. If the Voting Right Holders fail to approve the
Annual Operating Budget by Super Majority Vote, the same will be
revised and resubmitted for approval as set forth above; this
process will be followed until an Annual Operating Budget is
approved by the Voting Right Holders as set forth above. Upon
such approval, the Annual Operating Budget will then be submitted
as a non-binding recommendation to the General Partner. The
General Partner may revise in any and all respects the process by
which the Annual Operating Budget is prepared at any time and from
time to time in its sole discretion. The duly authorized officers
of the Partnership shall have the right to incur expenses and make
expenditures in accordance with the terms of the approved Annual
Operating Budget.
2. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, INCLUDING BOTH MATTERS OF INTERNAL LAW AND CONFLICT
OF LAWS.
3. Severability. If this First Amendment or any portion thereof is, or the operations
contemplated hereby are, found to be inconsistent with or contrary to any valid applicable laws or
official orders, rules and regulations, the inconsistent or contrary provisions of this First
Amendment shall be null and void and such laws, orders, rules and regulations shall control and, as
so modified, shall continue in full force and effect; provided, however, that nothing herein
contained shall be construed as a waiver of any right to question or contest any such Law, order,
rule or regulation in any forum having jurisdiction.
4. Effectiveness. This First Amendment shall be made effective as of the date hereof and
binding on all Partners. Except as expressly provided herein, all other terms and provisions of
the Partnership Agreement shall remain in full force and effect.
5. Counterparts. This First Amendment may be executed in a number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same First
Amendment.
[Signature Page Follows]
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Xxxx X. Xxxxxx
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
and delivered as of the day and year first above written.
| GENERAL PARTNER: XXXXXXXX XX CORP., a Delaware corporation |
||||
| By: | /s/ Xxxx X. Xxxxxx, Xx. | |||
| Name: | Xxxx X. Xxxxxx, Xx. | |||
| Title: | President | |||
| LIMITED PARTNERS: HFF LP ACQUISITION LLC, a Delaware limited liability company |
||||
| By: | HFF Holdings LLC, a Delaware limited liability company, its sole Member | |||
| By: | /s/ Xxxx X. Xxxxxx, Xx. | |||
| Name: | Xxxx X. Xxxxxx, Xx. | |||
| Title: | Managing Member | |||
| HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company |
||||
| By: | HFF Inc., a Delaware corporation, its sole Member | |||
| By: | /s/ Xxxx X. Xxxxxx, Xx. | |||
| Name: | Xxxx X. Xxxxxx, Xx. | |||
| Title: | Chief Executive Officer | |||
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