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' EXHIBIT 10.8.1
AMENDMENT ONE TO AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDMENT ONE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
("Amendment") is made as of July 1, 2000 by and between Irvine Apartment
Communities, L.P., a Delaware limited partnership ("Owner") and Irvine Apartment
Management Company, a California general partnership ("Manager").
RECITALS
A. Owner and Manager entered into the Amended and Restated Management
Agreement dated as of January 1, 2000 (the "Management Agreement") to provide
for the leasing, management and operation of the Projects (as defined therein)
by Manager for the benefit of Owner.
B. Owner and Manager have agreed to change the Management Fee and
therefore wish to amend the Management Agreement.
AGREEMENT
NOW, THEREFORE, Owner and Manager hereby amend the Management Agreement as
follows:
1. Article 10.1, Management Fee, is hereby deleted in its entirety and the
following is substituted therefore:
"As compensation for the performance of its obligations hereunder, Manager
shall be paid a monthly management fee ("MANAGEMENT FEE") equal to (i)
Twenty-nine Dollars ($29) multiplied by the number of "DESIGNATED UNITS"
(as defined below) subject to this Agreement during the applicable
calendar month in the period commencing July 1, 2000 and ending December
31, 2000 and (ii) Twenty-eight Dollars ($28) multiplied by the number of
Designated Units subject to this Agreement during the applicable calendar
month in the period commencing January 1, 2001, plus a "PRO RATA AMOUNT"
(as defined below) for each Designated Unit that is subject to this
Agreement during a portion of such calendar month. As used herein: (a) the
tern "DESIGNATED UNITS" means the units in the Projects listed on EXHIBIT
A, as Exhibit A may be amended from time to time by Owner's delivery of
written notice to Manager specifying additional units that will be subject
to this agreement, such notice to be delivered no later than fifteen (15)
business days prior to the date (as specified in Owner's notice) on which
the Manager is to begin management of such units and (b) the term "PRO
RATA AMOUNT" means the Management Fee then in effect multiplied by a
fraction, the denominator of which is the total number of days in the
applicable month and the numerator of which is the number of days in any
partial month that the applicable Designated Unit was subject to this
Agreement."
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2. All other terms and provisions of the Management Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, Owner and Manager have executed this Amendment as of
the day first above written.
MANAGER: OWNER:
IRVINE APARTMENT MANAGEMENT COMPANY, IRVINE APARTMENT COMMUNITIES,
a California general partnership L.P., a Delaware limited partnership
By: APARTMENT MANAGEMENT COMPANY, LLC, By: Irvine Apartment Communities LLC, a
a Delaware limited liability company, Delaware limited liability company, its
its general partner general partner
By: IRVINE APARTMENT COMMUNITIES, L.P., By: /s/ XXXXX XXXXX
a Delaware limited partnership, ----------------------------------------
its sole member Xxxxx Xxxxx
Executive Vice President
By: Irvine Apartment Communities
LLC, a Delaware limited liability By: /s/ XXXXXX X. XXXXXXX
company, its general partner ----------------------------------------
Xxxxxx X. Xxxxxxx
Assistant Secretary
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
President & COO
By: /s/ XXX XXXXXXX
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Xxx Xxxxxxx
Executive Vice President
By: WESTERN NATIONAL SECURITIES,
d/b/a WESTERN NATIONAL
PROPERTY MANAGEMENT, a
California corporation, its general partner
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Chief Executive Officer
