DALLAS/▇▇▇▇ HILLS, L.P.
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement"), dated as of the -------day of -----------, 1998, by and among ▇▇▇▇
HILLS HOMES FOR AMERICA, INC., as General Partner (the "General Partner"),
RELATED CORPORATE V SLP L.P., a Delaware limited partnership (the "Special
Limited Partner"), and RELATED CORPORATE PARTNERS V, L.P., a Delaware limited
partnership (the "Investor Limited Partner" and, together with the Special
Limited Partner, the "Limited Partners") and ▇▇▇▇▇ ▇. ▇▇▇▇.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into that certain Amended and
Restated Agreement of Limited Partnership of the Partnership dated as
of March 27, 1997 (the "Original Amended Agreement"); capitalized
terms used but undefined herein shall have the meanings set forth in
the Original Amended Agreement.
WHEREAS, the parties hereto desire to enter into this Agreement
to provide for certain amendments to the Original Amended Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. Section 9.2.A(viii) of the Original Amended Agreement which
states:
"To the General Partner, to pay the difference, if positive,
between (A) a non-cumulative, non-interest bearing priority
return in the amount of $50,000 and (B) an amount equal to any
accrued and unpaid Credit Reduction Payments"
is hereby amended to read as follows:
"To the General Partner, to pay the difference, if positive,
between (A) a non-cumulative incentive management fee in an
amount equal to $88,614 and (B) an amount equal to any accrued
and unpaid Credit Reduction Payments"
2. The Original Amended Agreement is hereby modified to add the
following new Section 6.8:
6.8 Oversight Fee. As consideration for the services provided
by Homes For America Holdings, Inc.("HOMES") in overseeing the
operations of the Partnership during 1998, the Partnership
shall pay HOMES an oversight fee ("Oversight Fee") in an
amount equal to $140,846. The Oversight Fee shall be paid in
1998 (for services rendered in 1998).
3. The amount of Investor Limited Partner's Capital Contribution
is hereby decreased by an amount equal to $130,000. Accordingly, the
amount of the Second Payment (as such term is defined in the
Contribution Agreement) and as set forth in the Contribution Agreement
and in the Capital Note is hereby reduced from $270,846 to $140,846
and upon payment by the Investor Limited Partner of $140,846 of its
Capital Contribution, the Capital Note will be paid in full.
4. Except as modified hereby, the Original Amended Agreement
remains unmodified and in full force and effect.
5. This Agreement may be executed in one or more counterparts
which together shall constitute one and the same instrument.
(Signatures on next page)
IN WITNESS WHEREOF, this Agreement has been duly executed on the
day and year first above written.
GENERAL PARTNER
▇▇▇▇ HILLS HOMES FOR AMERICA, INC.
By: s/s ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Title:President/Director
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CLASS Z GENERAL PARTNER
By: s/s ▇▇▇▇▇ ▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
SPECIAL LIMITED PARTNER
RELATED CORPORATE SLP L.P.
By: RCC Asset Managers, L.P.,
General Partner
By: RCC General Corporation,
General Partner
By: s/s ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
LIMITED PARTNER
RELATED CORPORATE PARTNERS V, L.P.
By: RCC Asset Managers V. L.L.C.,
Its General Partner
By: s/s ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Member
WITHDRAWING LIMITED PARTNERS
▇▇▇-▇▇▇ ▇▇ - ▇▇▇▇ HILLS, LTD.,
a Texas limited partnership
By: s/s ▇▇▇▇▇ ▇▇▇▇
----------------------------
▇▇▇▇▇ ▇▇▇▇
JOCK ▇.▇. ▇▇▇▇▇▇▇▇ LIVING TRUST 3/28/89
By: s/s ▇▇▇▇▇ ▇▇▇▇ (for Jock ▇.▇. ▇▇▇▇▇▇▇▇ Living Trust)
----------------------------------------------------
Name: 3/28/89
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, INC.,
a Texas Corporation
By: s/s ▇▇▇▇▇ ▇▇▇▇
-----------------------------
Name:
s/s ▇▇▇▇▇ ▇▇▇▇ (for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇)
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
