EXHIBIT 99.2
TWENTY-FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
XXXXXXX X. XXXXX RESIDENTIAL REALTY L.P.
THIS TWENTY-FOURTH AMENDMENT TO THE FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF XXXXXXX X. XXXXX RESIDENTIAL REALTY L.P.
(this "Twenty-Fourth Amendment"), dated as of August 12, 1999, is entered into
by Xxxxxxx X. Xxxxx Residential Realty, Inc., as general partner (the "General
Partner") of Xxxxxxx X. Xxxxx Residential Realty L.P. (the "Partnership"), for
itself and on behalf of the limited partners of the Partnership.
W I T N E S S E T H
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WHEREAS, Xxxxxxx X. Xxxxx Residential Realty, Inc. is the general
partner of the Partnership;
WHEREAS, on the date hereof, pursuant to that certain Stock and Debt
Contribution and Purchase Agreement (the "Purchase Agreement") among (i) the
Partnership, (ii) Consolidated Engineering Services Partnership, a Delaware
general partnership, (iii) The Xxxxxx Family Partnership, a Maryland general
partnership ("KFP"), (iv) Xxxx X. Xxxxxx ("JJK"), (v) Xxxx Xxx Xxxxxx ("MAK")
(vi) Xxxxxx Enterprises, Inc., a Maryland corporation ("KEI") (KEI and together
with KFP, JJK and MAK, the "Owners"), (vii) Xxxxxxx X. Xxxxxx, (viii) Xxxxxx X.
Xxxxxx, (ix) Xxxx Xxx X. Xxxxxxxxxx, (x) Xxxx X. Xxxxxx XX, (xi) Combustioneer
Corporation, a Maryland corporation ("Combustioneer"), and (xii) AAS
Environmental, Inc., a Delaware corporation ("AAS"), the Owners contributed to
the Partnership all of the shares of nonvoting common stock of Combustioneer and
all of the shares of nonvoting common stock of AAS in exchange for, among other
things, an aggregate amount of 161,765 Class B Units of limited partnership
interest in the Partnership ("Units");
WHEREAS, the Owners have requested the Partnership to issue the Units;
WHEREAS, the General Partner desires to amend the Partnership
Agreement (i) to reflect the admission of the Owners as Additional Limited
Partners as set forth on Exhibit A, and (ii) to amend Exhibit A to the
Partnership Agreement to incorporate such changes, as set forth in Exhibit A
hereto, which is incorporated herein by this reference; and
WHEREAS, pursuant to Section 4.2 of the Partnership Agreement, the
General Partner has the power, in its sole and absolute discretion, to consent
to the admission of Additional Limited Partners, and pursuant to Section 12.3
of the Partnership Agreement, the General Partner has the power, in its sole and
absolute discretion, to amend Exhibit A to the Partnership Agreement to reflect
the name, address and Percentage Interest of any Additional Limited Partner and
the number of Partnership Units of such Additional Limited Partner.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the General Partner hereby amends the Partnership
Agreement to admit the Owners as Additional Limited Partners of the Partnership
on the terms and conditions set forth in the Partnership Agreement, and amends
Exhibit A to the Partnership Agreement to incorporate the changes reflected on
Exhibit A hereto.
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All capitalized terms used herein and not otherwise defined shall have
the meanings assigned in the Partnership Agreement. Except as modified herein,
all covenants, terms and conditions of the Partnership Agreement shall remain in
full force and effect, which covenants, terms and conditions the General Partner
hereby ratifies and affirms.
IN WITNESS WHEREOF, the undersigned has executed this Twenty-Fourth
Amendment as of the 12th day of August, 1999.
XXXXXXX X. XXXXX RESIDENTIAL
REALTY, INC., as General Partner of
Xxxxxxx X. Xxxxx Residential Realty L.P.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
Name: Xxxxxx X. Xxxxxxx, Xx.
Its: President
2
EXHIBIT A
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Agreed Value of Capital Class B
Name and Address of Cash Contributed Total Cash Account after Partnership
Owner Contribution Property Contribution Distribution Distribution Units
-------------------- ------------ --------------- ------------ ------------ ------------- -----------
Limited Partners:
-----------------
The Xxxxxx Family
Partnership $0 $4,899,060 $4,899,060 $0 $4,899,060 144,090
Xxxx X. Xxxxxx and
Xxxx Xxx Xxxxxx
(JTWROS) $0 $ 3,060 $ 3,060 $0 $ 3,060 90
Xxxx X. Xxxxxx $0 $ 22,338 $ 22,338 $0 $ 22,338 657
Xxxxxx Enterprises, Inc. $ 575,552 $ 575,552 $ 575,552 16,928
TOTAL $0 $5,500,010 $5,500,010 $0 $5,500,010 161,765
