EXHIBIT (i)
APPENDIX A
AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
HIGH EQUITY PARTNERS L.P. - SERIES 88
The amended and restated agreement of limited partnership (the
"Agreement") of High Equity Partners L.P. - Series 88, a Delaware limited
partnership, is hereby amended as follows:
1. Paragraph 9.4 of the Agreement is amended in its entirety to read as
follows:
9.4 Partnership Asset Management Fee. As compensation
for services rendered in managing the affairs of the
Partnership, the Managing General Partner shall be entitled to
receive the Partnership Asset Management Fee, which shall be
an amount per annum equal to 1.25% of the Gross Asset Value of
the Partnership as of the last day of the period in respect of
which the Partnership Asset Management Fee is payable (which
amount shall be prorated for any partial year) (it being
understood that, notwithstanding anything to the contrary in
this Paragraph 9.4, the Partnership Asset Management Fee
payable for calendar year 1999 shall be $160,993 less than an
amount equal to 1.05% of Invested Assets). The Partnership
Asset Management Fee shall be paid quarterly. For purposes of
this Paragraph 9.4, the term "Gross Asset Value" on a
particular date means the gross asset value of all assets
owned by the Partnership on that date, as determined by the
most recent appraisal of such assets by an independent
appraiser of national reputation selected by the General
Partners.
2. Paragraph 9.1 of the Agreement is amended by adding a new
Paragraph 9.1.3 to read as follows:
9.1.3 If the Partnership is liquidated prior to December
31, 2008, the General Partners shall, at the time of the
liquidation, and in lieu and satisfaction of all other
obligations the General Partners and their affiliates might
then or thereafter have under or by reason of Paragraph 9
hereof, pay the Partnership n amount (the "Fee Give Back
Amount") equal to $1,475,773 (the "Original Fee Give Back
Amount"), reduced by 10% of the Original Fee Give Back Amount
for each full calendar year after 1998, and prorated for any
calendar year in which such liquidation occurs other than on
December 31 of that year. If the Partnership is liquidated on
or after December 31, 2008, neither the General Partners nor
their affiliates shall have any liability or obligation to pay
any Fee Give Back Amount. For purposes of this Paragraph
9.1.3, the term "liquidation" means a sale of all or
substantially all the property owned by the Partnership for
cash or
property that is distributed to the Partners, but does not
include any transaction in which the Partnership is
reorganized into a separate, publicly traded real estate
investment trust or other entity whose shares are listed on a
national securities exchange or on the NASDAQ National Market
System (a "Reorganization") and, in addition, does not include
any transaction following a Reorganization, whether by the
successor to the Partnership in the Reorganization or
otherwise. For the avoidance of doubt, it is hereby understood
and agreed that, following a Reorganization, the General
Partners and their affiliates shall have no liability or
obligation to pay any Fee Give Back Amount.
3. Except as otherwise provided above, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
___________, 1999.
GENERAL PARTNERS:
RESOURCES HIGH EQUITY, INC.
By:___________________________________
PRESIDIO AGP CORP.
By:___________________________________
