FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HFF SECURITIES L.P.
Exhibit 10.1
This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HFF SECURITIES
L.P. (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
Limited Partnership Agreement of HFF Securities L.P. (the “Partnership Agreement”);
WHEREAS, the Operating Committee of Holdco has been replaced 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 changes related to the replacement of the Operating Committee of Holdco
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 adding the following definitions thereto: |
“Holdco Executive Committee” shall mean the Executive Committee of
Holdco.
“Holdco Leadership Team” shall mean the Leadership Team of Holdco.
| (b) | Section 3.3(o) is hereby amended by deleting the text thereof in its entirety and replacing with the following text: |
(o) Annual Budget. The Executive Managing Director (or
his designee) and the Supervisory Principal(s) (and such other
Officers as may be designated from time to time by the General
Partner) (collectively, the “Budget Officers”) shall prepare and
submit the Annual Budget and Business Plan no later than December
1 of each Fiscal Year for the next Fiscal Year (or such other date
as may be designated by the General Partner) for approval by the
Holdco Executive Committee in consultation with the Holdco
Leadership Team prior to submission to the General Partner in
accordance with the terms hereof. The Annual Budget and Business
Plan shall be submitted by the Budget Officers to the General
Partner both in hard copy and in an electronic format, that
conforms with the General Partner’s reasonable internal
requirements. The Annual Budget shall set forth, in addition to
any other information deemed relevant by the General Partner, the
projected income, expenses, capital expenditures and financing
needs for the Partnership for the next Fiscal Year, together with
any other information reasonably requested by the General Partner
(including, without limitation, estimated bonus payments). Upon
approval by the Holdco Executive Committee in consultation with
the Holdco Leadership Team, the Business Plan 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 Budget and
Business Plan, the same will be revised and resubmitted for
approval as set forth above; this process will be followed until
an Annual Budget and Business Plan is approved by the Voting Right
Holders as set forth above. Upon such approval, the Annual Budget
and Business Plan 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
Budget and Business Plan is prepared at any time and from time to
time in its discretion. As discussed above, the duly authorized
Officers shall have the right to incur expenses and make
expenditures in accordance with the terms of the Approved Budget.
As used in this Agreement the term “Business Plan” shall mean a
narrative business/operating plan for the Partnership for the
coming Fiscal Year and being in such detail and covering such
matters as the General Partner may from time to time request.
2. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS
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OF THE STATE OF DELAWARE, 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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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 |
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| By: | /s/ Xxxx X. Xxxxxx, Xx | |||
| Name: | Xxxx X. Xxxxxx, Xx. | |||
| Title: | President | |||
| LIMITED PARTNERS: HFF LP ACQUISITION LLC, a Delaware limited liability company |
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| 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 |
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| 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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