EXHIBIT 99.1
URBAN IMPROVEMENT FUND LIMITED 1974, LP
AGREEMENT OF LIMITED PARTNERSHIP
This Agreement ("Agreement") is made as of August 25, 2006 by and between
Interfinancial Real Estate Management Company, a Washington corporation as
general partner (the "General Partner"), and SP Millennium L.L.C., a Washington
limited liability company, as initial limited partner ("Initial Limited
Partner"). Each of the persons, in addition to the Initial Limited Partner who
are admitted to the partnership created hereby (the "Partnership") is referred
to herein as a Limited Partner or collectively as the "Limited Partners." The
Partnership is formed pursuant to the Delaware Revised Uniform Limited
Partnership Act as in effect in the State of Delaware (the "Act").
A. The General Partner filed a Certificate of Limited Partnership with the
Delaware Secretary of State on August 18, 2006, to form the Partnership.
B. The General Partner is a general partner of Urban Improvement Fund
Limited - 1974, a California limited partnership (the "Prior Partnership").
C. The Prior Partnership and the Partnership intend to enter into a Merger
Agreement of even date herewith, pursuant to which the General Partner shall
succeed to its general partnership interest in the Prior Partnership and the
existing limited partners of the Prior Partnership will be admitted to the
Partnership.
WHEREAS, the parties now desire to establish the terms and conditions under
which the Partnership will operate and be managed.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the General Partner and the
Limited Partners (each, a "Partner" and collectively, the "Partners") hereby
agree as follows:
1. Name and Principal Office. URBAN IMPROVEMENT FUND LIMITED 1974, LP, 0000
Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000. The principal office of the
General Partner is 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000. The
Partnership may also do business under any other names or in such other places
as the General Partner may designate by written notice to the Limited Partners.
2. Term. From the date of this Agreement to December 31, 2015 unless
extended or sooner terminated as provided herein; provided, that such term shall
not be extended beyond February 21, 2021.
3. Purposes. (a) To acquire real or personal property (including debt and
equity interests in any partnership, or joint venture which is a limited
distribution entity as defined by Federal Housing Administration Rules and
Regulations), for the purpose of (i) acquiring, financing, constructing,
improving, managing and/or operating government-assisted or other housing
projects (the "Projects") or (ii) any other purpose authorized by this
Agreement; (b) to hold, own, maintain, manage, improve, develop, operate, sell,
transfer, convey, lease, mortgage, exchange or otherwise dispose of or deal in
or with such property; and (c) to perform any acts to accomplish the foregoing
purposes.
4. Partnership Interests. The entire interest in the Partnership shall be
divided into 115 General Partner Interests and 11,394 Limited Partnership
Interests (all of which interests are collectively referred to as the "Units")
(the interest held by a partner in the Partnership may also be referred to as a
"Partnership Interest" or "Limited Partnership Interest"). Following completion
of the Merger Agreement, the name, address of, and number of Units held by, the
General Partner and each Limited Partner will be as shown on Schedule A attached
hereto. All Units shall, unless herein provided to the contrary, be treated
equally for all purposes. Limited Partnership Units shall be nonassessable.
5. Capital Contributions; Merger. The General Partner and the Initial
Limited Partner have each contributed $100 to the capital of the Partnership
but shall not be issued Units in connection therewith. Upon the closing of the
Merger, as defined in the Merger Agreement, (i) the Partnership shall pay to the
Initial Limited Partner and the General Partner the amount of $100 each,
respectively; (ii) the Initial Limited Partner shall be treated as having had
its interest in the Partnership redeemed; (iii) the limited partners of the
Prior Partnership shall be admitted to the Partnership with capital accounts in
such amount as they shall have in the Prior Partnership and (iv) the General
Partner shall succeed to the capital account it had in the Prior Partnership. No
partner is entitled to the return of all or any part of his contribution prior
to partial or total liquidation of the Partnership, or to receive interest on
such contribution. The "Capital Account" for each Unit as of any date is the
cash contributed to the Partnership in respect of such Unit, properly adjusted
to reflect as of such date profits, losses and cash distributions with respect
to such Partnership Interest.
6. Organizational Expenses. The Partnership shall pay all formation and
organization expenses of the Partnership.
7. Profits and Losses. The General Partner shall at all times have at least
a 1% interest in each material item of income, gain, loss, deduction and credit,
arising from its capital contributions. The Limited Partners shall share the
remaining profits, losses and any special allocations in proportion to their
respective Units of Limited Partnership Interests. For the purpose of Sections
702 and 704 of the Internal Revenue Code of 1954, or the corresponding sections
of any future federal internal revenue law, or any similar tax law of any state
or other jurisdiction, the determination of each Limited Partner's distributive
share of any Partnership item of income, gain, loss, deduction, credit or
allowance for any Partnership accounting year or other period shall be made in
accordance with the proportion that such Limited Partner's Units bear to all
Limited Partners' Units outstanding. In the event of the transfer of a Unit, the
distributive share of the aforesaid Partnership items (in respect of the Unit so
transferred) shall be allocated between the transferor and the transferee in
proportion to the number of days each held the Units during the year.
8. Cash Distributions. The General Partner shall distribute annually
substantially all of the Partnership's net cash flow as defined herein. The
General Partner shall be entitled to receive 1% of the net cash flow to be
distributed and the Limited Partners shall receive, in proportion to their
respective Units, the balance of the distributed cash flow. Net Cash Flow shall
mean the Partnership's share of all cash receipts derived from the ownership of
a Project or interest therein (exclusive of any proceeds from the sale of
Projects, financings or other extraordinary transactions not in the ordinary
course of business) less (i) expenses, (ii) such reserves as the General Partner
deems reasonably necessary for the proper operation of the Partnership's
business, and (iii) any expenditures authorized by this Agreement. The General
Partner may at its discretion reinvest or distribute all or any portion of the
proceeds from the disposition or refinancing of any Project or interest therein,
provided that the Limited Partners shall have first received an amount
sufficient to pay state and federal long-term capital gains taxes from the sale
of such Project, if any, calculated at the maximum rate then in effect. To the
extent that such proceeds are not reinvested or committed within 12 months from
the date of the sale or refinancing, they shall be distributed. The General
Partner shall designate a record date to determine Partners entitled to cash
distributions, which shall not be less than 10 days nor more than 15 days before
each cash distribution. The Partnership shall cause to be maintained records
reflecting the name, address and number of Partnership Interests held by each
Partner for the purpose of determining recipients of cash distributions and
notices.
9. The General Partner. X. Xxxxxx. The General Partner has complete
discretion in the management and control of the business of the Partnership for
the purposes herein stated and shall make all decisions affecting the business
of the Partnership and shall manage and control the affairs of the Partnership
to the best of its abilities and use its best efforts to carry out the purposes
of the Partnership. The powers of the General Partner include, but are not
limited to, the powers: (i) to expend the capital and profits of the Partnership
in furtherance of the Partnership's business; (ii) to acquire, hold (in the
Partnership's name or under any other title arrangement selected by the General
Partner), lease, sell, mortgage, convey or refinance any real or personal
property, including Projects or any interest therein, at such price and upon
such terms, as it deems to be in the best interests of the Partnership, (iii) to
borrow money and execute promissory notes and to secure the same by mortgage
upon the Partnership's property; (iv) to invest in short-term debt obligations
(including obligations of federal and state governments and their agencies,
commercial paper, and certificates of deposit of commercial banks, savings banks
or savings and loan associations) such funds as are temporarily not required for
investment in Projects or other Partnership property; (v) to lend money in
furtherance of the Partnership's purposes; and (vi) to enter into and carry out
agreements of any kind (provided, however, all contracts with the General
Partner or its affiliates must provide for termination by the Partnership on
60 days written notice, without penalty) and to do any and all other acts and
things necessary, proper, convenient or advisable to effectuate and carry out
the purposes of the Partnership.
B. Duties. The General Partner shall (i) devote such of its time as is
deemed necessary to the affairs of the Partnership; (ii) file and publish all
certificates, notices, statements or other instruments required by law for
formation and operation of the Partnership in all appropriate jurisdictions;
(iii) cause the Partnership to carry adequate public liability, property damage
and other insurance all of which may name the General Partner as the sole
insured; (iv) indemnify and hold the Partnership harmless from any loss, damage
or liability due to, or arising out of, the General Partner's breach of
fiduciary duty; (v) maintain Capital Accounts on the books and records of the
Partnership in respect of each Partnership Interest; and (vi) hold all funds and
assets of the Partnership as a fiduciary for the exclusive use of the
Partnership. The General Partner may become a Limited Partner and thereby become
entitled to all of the rights of a Limited Partner to the extent of the Units so
acquired; provided, however, that such acquisition of Units shall not reduce any
liability of the General Partner under this Agreement.
C. Investment Policies. Notwithstanding any provision in this
Agreement to the contrary, it is understood and agreed that:
(1) In conducting, carrying on and managing the business of the
Partnership, the General Partner shall follow the following investment
policies, which may only be changed, altered or amended in accordance with
Section 18 hereof: (i) the assets of the Partnership shall be managed with
the goal of maximizing the overall financial return to the Partnership
consistent with sound business practices, which may be in the form of
operating profits or increases of the value of the assets to enhance the
return to the Partners upon liquidation of the Partnership; (ii) the
Partnership may invest in, acquire from, sell to, loan funds to, enter into
joint ventures with, or otherwise enter into transactions with other
entities, including entities in which the General Partner or its affiliate
has an economic interest, all in connection with real estate properties in
the United States; (iii) in the event the General Partner authorizes one of
these activities in connection with a real estate project or venture in
which the General Partner or one of its affiliates has a financial
interest, the transaction between the Partnership and the General Partner
or its affiliate shall be on commercially reasonable, arms' length terms;
and (iv) any fees paid to the General Partner or any of its affiliates in
connection with any of the operations of the Partnership in addition to
those provided in Sections 9.E and 9.F, shall be on commercially
reasonable, arms' length terms for similar services.
(2) The General Partner may delegate all or any of its powers, rights
and obligations hereunder, and in furtherance of any such delegation may
appoint, employ, contract or otherwise deal with any person for the
transaction of the business of the Partnership, which persons may, under
the supervision of the General Partner, perform any acts or services for
the Partnership as the General Partner may approve.
D. Substitution of General Partner. Upon notice to all the Partners,
the General Partner may substitute in its stead as general partner any entity
which has by merger, consolidation or otherwise acquired substantially all of
its assets and assumed its obligations hereunder, provided, however, that any
such substituted general partner, if it is a corporation, shall be able to
satisfy the net worth requirements set forth below.
E. Annual Management Fee. As compensation for services to the
Partnership by the General Partner pursuant to the Agreement, the Partnership
shall pay the General Partner an annual management fee based on a fixed
percentage of 1/4 of 1% of the Partnership's invested assets. The annual
management fee may not exceed 50% of the Partnership's annual net cash flow as
defined in Section 8 hereof, subject to the payment of an annual minimum which
shall be 1/2 of 1% of the gross offering proceeds. Management fees earned but
unpaid accrue for payment in future years. The annual management fee shall be
paid subject only to the annual minimum and the 50% limitation referred to
above. Invested assets is defined as all costs of acquiring interests in
projects, including the mortgages.
F. Liquidation Fee and Brokerage Fees. Upon total or partial
liquidation of the Partnership and distribution of the proceeds, the then
General Partner will be entitled to a liquidation fee equal to the lesser of (i)
10% of the net proceeds in the Partnership from the sale of a project or (ii) 1%
of the sales price (including the mortgage), plus 3% of the net proceeds after
assumed taxes at the then maximum federal individual income and capital gains
tax rates; provided, however, no part of such fee shall accrue, or be paid
unless: (i) the Limited Partners' share of the proceeds has been distributed to
them, (ii) the Limited Partners shall have first received an amount equal to
their invested capital attributable in the project(s) sold, and (iii) the
Limited Partners have received an amount sufficient to pay federal long-term
capital gains taxes from the sale of the project(s), if any, calculated at the
maximum rate then in effect. This fee may accrue but shall not be paid until the
Limited Partners have received distributions equal to 100% of their capital
investment.
The General Partner or an affiliate thereof may act as a broker
in connection with the sale of a Project, and if such person provides services
in the sales effort, it may receive a commission equal to the amount of a
competitive real estate commission, subject to a maximum payment to the General
Partner or affiliate of 4% of the sales price of the Project (the total real
estate commission to be paid by the Partnership to all persons in connection
with the sale of a Project shall not exceed a competitive real estate commission
for sales of similar types of property).
In addition, in the event the General Partner or an affiliate
provides services as a broker in connection with the refinancing of a Project,
it may receive a fee equal to 4% of the refinancing amount; provided, that the
total commission paid by the Partnership to all persons in connection with the
refinancing of a Project shall not exceed a competitive fee for refinancing
services in similar circumstances.
G. Compensation as Expense. All compensation due the General Partner
pursuant to this Paragraph shall be treated as an expense to the Partnership.
H. Payment to Others. The General Partner may pay compensation to any
entity selected by it to perform any of the management functions set forth
above.
I. Net Worth Covenant. The General Partner covenants with the Limited
Partners that it will maintain a net worth equal to or greater than the net
worth presently required by the Internal Revenue Service of corporations acting
as general partner of limited partnerships in order to qualify the Partnership
for the benefits of taxation as a partnership and not as an association taxable
as a corporation.
J. Other Services. General overhead and administrative expenses of the
General Partner will not be charged to the Partnership. However, the Partnership
will bear all direct costs and expenses incurred in the conduct of its business,
including without limitation, all costs and expenses for legal, audit,
accounting and other technical and professional services, reports and other
communications to investors, printing, postage, telephone and telegraph, travel,
insurance, interest, messengers, office supplies, data processing, taxes,
permits and licenses. In the event the General Partner or its affiliates perform
property management services for the Partnership, any compensation received or
paid by the Partnership for such services will be at competitive prices and on
terms no less favorable than available from non-affiliated persons rendering
comparable services. The Partnership does not have officers and directors of its
own and salaries paid by the General Partner and its affiliates to their
respective officers and directors will not be charged to the Partnership. If the
General Partner or its affiliates incur costs or acquire goods and materials for
the benefit of the Partnership such as computer time, the General Partner or its
affiliates will be reimbursed for such actual costs by the Partnership. Neither
the General Partner nor its affiliates may receive insurance brokerage fees or
write insurance policies covering the Partnership or any projects or other
investments of the Partnership.
10. The Limited Partners. No Limited Partner shall take part in the control
or management of the business of the Partnership or transact any business in the
name of the Partnership. No Limited Partner shall be subject to calls or
assessments for cash contributions nor shall any Limited Partner in his capacity
as such be bound by, or be personally liable for, any expense, liability or
obligation of the Partnership, except to the extent of his contribution to the
capital of the Partnership as adjusted and reflected in his Capital Account.
The General Partner may be removed without cause by the affirmative vote of
the holders of a majority of the Units outstanding. Expenses incurred in the
removal, or attempted removal, of the General Partner shall be deemed expenses
of the Partnership.
11. Books, Records and Reports. The Partnership's books and records and
this Agreement and all amendments thereto shall be maintained at the principal
office of the Partnership and shall be open to the reasonable inspection and
examination of the Partners or their duly authorized representatives. Such books
and records shall be kept on a cash basis in accordance with sound accounting
principles. The General Partner will make available and mail to Limited
Partners, upon written request, a current list of the names and addresses of,
and Units owned by, all Limited Partners. Any Partner or his duly authorized
representative shall have the right to a private audit of the books and records
of the Partnership to be conducted at such Partner's expense at reasonable times
after due notice.
The General Partner will send the following reports to each person who held
a Partnership Interest during the period covered by such report:
(a) A report within 90 days after the end of each of the Partnership's
fiscal years containing all information necessary for the preparation of
the limited partners' federal income tax returns.
(b) An annual report within 180 days after the end of each of the
Partnership's fiscal years containing (1) a balance sheet as of the end of
the fiscal year, and a statement of income, partner's equity and changes in
the financial position and a cash flow statement for the year then ended,
all of which, except for the cash flow statement, shall be prepared in
accordance with generally accepted accounting principles and accompanied by
an auditor's report containing an unqualified opinion of an independent
certified public accountant or independent accountant, (2) a report of the
activities of the Partnership during the period covered by the report, and
(3) if projections have been provided to the holders of Limited Partnership
Interests, a table comparing the projections previously provided with the
actual results during the period covered by the report. Such report will
set forth distributions to limited partners for the period covered thereby,
and shall separately identify distributions from cash flow from operations
during the period, cash flow from operations during a prior period which
had been held as reserves, proceeds from disposition of property and
investments, and lease payments on net leases with builders and sellers.
12. Banking . All funds of the Partnership shall be deposited in a separate
bank account or accounts as shall be determined by the General Partner. All
withdrawals therefrom shall be made upon checks signed by the General Partner or
any person authorized so to do by the General Partner.
13. Accounting Year. The accounting year of the Partnership shall be the
calendar year or such other fiscal year as the General Partner may select.
14. Transfer of Limited Partnership Units. Subject to compliance with
applicable state securities (blue sky) laws, a Limited Partner may sell, assign
or transfer the whole or a part of his Limited Partnership Interest (not less
than whole Units) only upon the following conditions: (1) a Unit may be assigned
only with the consent of the General Partner and assignments will be recognized
by the Partnership only effective the first day of the calendar month following
receipt by the General Partner of the notice of assignment; (2) the transfer of
the Limited Partnership Units shall be accomplished by an instrument in writing,
in form and substance satisfactory to the General Partner. which writing shall
set forth the intention that the purchaser is to be a substituted Limited
Partner; (3) a counterpart of the instrument of transfer, executed and
acknowledged by the transferor Limited Partner shall be delivered to the General
Partner; (4) any assignment of Units must be in compliance with applicable state
securities (blue sky) laws; (5) no assignments will be permitted if such
assignments would result in 50% or more of the Units being transferred within a
twelve-month period; (6) the Partnership may charge the assigning Limited
Partner a fee not exceeding $150 to defray the costs of effecting the transfer
of his interest in the Partnership; and (7) the transferor and the purchaser
shall execute and deliver to the General Partner an amended Certificate and
Agreement of Limited Partnership.
An assigning Limited Partner shall have the right to designate his assignee
as a substituted Limited Partner in an executed and acknowledged written
instrument of assignment, however the Partnership will not amend this Agreement
and/or Certificate until the first day of the next calendar quarter.
An assignment by any Limited Partner of all or a part of his Limited
Partnership Units, whether or not in compliance with the terms of the Agreement,
shall not cause or constitute a dissolution of the Partnership.
15. Dissolution of Partnership. The Partnership shall be dissolved upon the
expiration of the term of the Partnership as provided in Section 2 or upon (a)
the withdrawal, retirement, death, insanity, adjudication of bankruptcy,
insolvency, dissolution, liquidation or removal of the General Partner or, (b)
the vote of the holders of a majority of the Units outstanding to dissolve the
Partnership prior to the end of its term. For the purpose of obtaining the
required vote, the General Partner shall be required to transmit to all Partners
of record, at least 15 days prior to the date fixed for holding a Partnership
meeting, a report setting forth the pros, cons, estimated liquidation values and
specific recommendations concerning liquidation of the Partnership, at any time
that (i) a request has been made by the holders of at least 10% of the Units
outstanding that the Partnership be dissolved, or (ii) there has been a material
adverse change in the business of the Partnership, federal income tax law or
other regulations applicable to the Partnership. Upon the occurrence of any one
or more of the foregoing events and unless otherwise provided herein, the assets
of the Partnership shall be sold and the Partnership terminated in accordance
with Sections 16 and 17.
In the event of the withdrawal, retirement, death, insanity, adjudication
of bankruptcy, insolvency, dissolution, liquidation or removal of the General
Partner, the holders of a majority of the Limited Partnership Units outstanding
may vote to continue the Partnership and elect a new general partner in place of
the General Partner to continue the business of the Partnership. In the event
the Partnership is not governed by a provision analogous to Section 20 of the
Uniform Limited Partnership act, a majority of the Limited Partnership Units
outstanding may vote to continue the Partnership and elect a new general partner
only if, prior to the occurrence of an event causing dissolution of the
Partnership, it has been established by (i) the publication by the Internal
Revenue Service of a regulation or revenue ruling; (ii) the judgment of a court
of competent jurisdiction, and if such court is other than a United States
Appellate Court the published acquiescence by the Internal Revenue Service in
such judgment; (iii) receipt of a ruling with respect to the Partnership from
the Internal Revenue Service obtained by the Partnership; or (iv) receipt by the
Partnership or the Limited Partners of an opinion of counsel from counsel
acceptable to the holders of a majority of the Units with respect to the Limited
Partnership that for income tax purposes the reformation and continuation of
this Partnership by a vote of less than all of the limited partners will not
cause the Partnership to be taxed as an association taxable as a corporation.
Expenses incurred in the reformation, or attempted reformation, of the
Partnership shall be deemed expenses of the Partnership.
16. Termination of the Partnership. The Partnership shall terminate when
all assets owned by the Partnership shall have been disposed of, and the net
proceeds therefrom, after payment of, or due provision for, all liabilities of
the Partnership to creditors, shall have been distributed as provided in Section
17.
17. Accounting, Winding-Up and Distribution. Upon the dissolution of the
Partnership, other than upon any reformation of the Partnership pursuant to
Section 15(a), a final statement shall be prepared by the Partnership's
certified public accountants as soon as practicable setting forth the assets and
liabilities of the Partnership. A copy of such statement shall be furnished to
each Partner within 90 days after such dissolution. Thereupon, all assets of the
Partnership shall be liquidated as promptly as possible and the proceeds
therefrom shall be distributed in the following order of priority: (a) to the
payment of the debts and liabilities of the Partnership and the expenses of
liquidation; (b) to the setting up of such reserves as the General Partner may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Partnership arising out of or in connection with the
Partnership; provided, however, that any such reserve shall be paid over by the
General Partner to an escrow agent, to be held by such escrow agent for the
purpose of disbursing such reserves in payment of any of the aforementioned
contingencies and, at the expiration of such period as the General Partner shall
deem advisable, to distribute the balance thereafter remaining in the manner
hereinafter provided; (c) to the Limited Partners in respect to their share of
Partnership profits; (d) to the Limited Partners in respect to their capital
contributions; (e) to the General Partner in respect to any money then owed and
for its share of profits; and (f) to the General Partner in respect to its
capital contribution.
18. Amendments. This Agreement may be amended or modified only by the
consent of holders of a majority of the Partnership Interests outstanding;
provided, however, that no amendment shall, without the affirmative consent of
all of the Partners, (i) enlarge the obligations of any Partner under this
Agreement; (ii) enlarge the responsibilities of the General Partner to the
Limited Partners; or (iii) amend Sections 2, 7, 10, 15(a), 18 or 21. Unless
otherwise provided in this Agreement, amendments may be proposed by (i) the
General Partner, who shall, concurrently with the written notice required by
Section 21 hereof, submit the text of the proposed amendment in writing to all
Limited Partners together with an opinion of counsel as to the legality of the
amendment, or (ii) Limited Partners holding no less than 10% of the Units
outstanding, who shall, concurrently with the written consent to the General
Partner required by Section 21 hereof, submit the proposed amendment in writing
to the General Partner who in turn shall, within 60 days after the receipt of
such proposal, submit the text of the proposed amendment, together with its
recommendation with respect thereto to all Limited Partners no more than 50 days
nor less than 20 days prior to the time in which a meeting shall be held to vote
on the proposed amendment. Notwithstanding any provision of this Agreement to
the contrary, a writing to amend this Agreement to reflect the substitution or
addition of a Partner may be signed by the General Partner and by the person (or
his attorney under a power of attorney) to be substituted or added and shall be
signed also by the assigning Limited Partner (or his attorney under a power of
attorney) when a Limited Partner is to be substituted.
19. Power of Attorney. Each Limited Partner makes, constitutes and appoints
the General Partner, with full power of substitution, his true and lawful
attorney for him and in his name, place and xxxxx and for his use and benefit to
sign, execute, certify, acknowledge, file and record this Agreement, and to
sign, execute, certify, acknowledge, file and record all instruments amending
this Agreement as now or hereafter amended that may be appropriate, including
without limitation agreements or other instruments or documents (i) to reflect
the exercise by the General Partner of any of the powers granted to it under
this Agreement; (ii) to reflect any amendments duly made to the Agreement; (iii)
to reflect the admission to the Partnership of a substituted Limited Partner or
the withdrawal of any Partner, in the manner prescribed in this Agreement; and
(iv) which may be required of the Partnership or of the Partners by the laws of
the State of Delaware or any other jurisdiction or governmental agency. Each
Limited Partner authorizes such attorney-in-fact to take any further action
which such attorney-in-fact shall consider necessary or advisable in connection
with any of the foregoing, hereby giving such attorney-in-fact full power and
authority to do and perform each and every act or thing whatsoever requisite or
advisable to be done in and about the foregoing (including the power to consent
to items (i), (ii), (iii) and (iv) above) as fully as such Limited Partner might
or could do if personally present, and hereby ratifying and confirming all that
such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
The foregoing power of attorney is a special power of attorney coupled with
an interest and is irrevocable; may be exercised by such attorney-in-fact by
listing all of the Limited Partners executing any agreement, certificate,
instruction or documents with the single signature of such attorney-in-fact
acting as attorney-in-fact for all of them; and, notwithstanding any provision
of this Agreement to the contrary, shall survive the delivery of an assignment
by a Limited Partner of the whole or a portion of his interest in the
Partnership, until the assignee thereof becomes a substituted Limited Partner.
20. Indemnification. The Partnership shall indemnify and save harmless the
General Partner, its officers, directors, employees, designees and nominees from
any loss or damage including legal fees and expenses and amounts paid in
settlement incurred by such parties by reason of any omissions to act or acts
performed by such parties on behalf of the Partnership or in furtherance of the
Partnership's interests, provided the General Partner or other person sued is
successful in whole or in part, or the proceeding against him is settled with
the approval of the court, and the court finds that his conduct fairly and
equitably merits indemnity in the amount claimed.
21. Meetings. For purposes of taking any action permitted under the
Agreement, a Partnership meeting may be called by the General Partner or by the
holders of 10% or more of the Units outstanding. Upon receipt by the General
Partner of a written request, delivered either in person or by registered mail,
executed by the holders of 10% or more of the Units outstanding and stating the
purpose of the meeting, the General Partner shall provide all of the Limited
Partners, within 10 days after receipt of such request, written notice (either
in person or by registered mail) of a meeting and the purpose of such meeting to
be held on a date not less than 15 nor more than 60 days after receipt of such
request, at a time and place convenient to the Partners. For all meetings called
at the instance of the General Partner, the General Partner shall provide all of
the Limited Partners a written notice (either in person or by registered mail)
of a meeting and the purpose of such meeting to be held on a date not less than
15 nor more than 60 days after the date of such written notice, at a time and
place convenient to the Partners.
22. Action Taken Without Meeting; Methods of Communication.
A. Any action required to be taken at a Partnership meeting may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing setting forth the action so taken are signed by Partners
holding outstanding Units of the Partnership having not less than the minimum
number of Units that would be necessary to authorize or take such action at a
meeting at which all Units entitled to vote thereon were present and voted. To
be effective, a written consent must be delivered to the General Partner by
delivery to its registered office, its principal place of business, or an
officer or agent of the General Partner. Delivery made to a General Partner's
registered office shall be by hand, by overnight courier service, or by
certified or registered mail, return receipt requested. Every written consent
shall bear the date of signature of each Partner who signs the consent, and no
written consent shall be effective to take the action referred to therein
unless, within 60 days of the earliest dated consent delivered in the manner
required by this Section to the General Partner, written consents signed by a
sufficient number of Partners to take action are delivered to the General
Partner in accordance with this Section. Prompt notice of the taking of the
action without a meeting by less than unanimous written consent shall be given
to those Partners who have not consented in writing.
B. A telegram, cablegram or other electronic transmission consent to
an action to be taken and transmitted by a Partner, or by a person or persons
authorized to act for a Partner, shall be deemed to be written, signed and dated
for the purposes of this Section, provided that any such telegram, cablegram or
other electronic transmission sets forth or is delivered with information from
which the General Partner can determine (i) that the telegram, cablegram or
other electronic transmission was transmitted by the Partner or by a person or
persons authorized to act for the Partner, and (ii) the date on which such
Partner or authorized person or persons transmitted such telegram, cablegram or
electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the corporation by delivery to its registered office in this State, its
principal place of business or an officer or agent of the General Partner.
Delivery made to the General Partner's registered office shall be made by hand
or by certified or registered mail, return receipt requested. Notwithstanding
the foregoing limitations on delivery, consents given by telegram, cablegram or
other electronic transmission may be otherwise delivered to the principal place
of business of the General Partner or to an officer or agent of the General
Partner.
C. Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.
23. Independent Activities. Any Partner, including the General Partner, may
engage in any other profession or business of any nature and description
independently or with others, whether or not such activity is competitive with
the business of the Partnership.
24. Right to Rely on Authority of General Partner. In no event shall any
person dealing with the General Partner with respect to any property of the
Partnership be obligated to see that the terms of this Agreement have been
complied with, or be obligated to inquire into the necessity or expediency of
any act or action of the General Partner; and every contract, agreement, deed,
mortgage, lease, promissory note or other instrument or document executed by the
General Partner with respect to any property of the Partnership shall be
conclusive evidence in favor of any and every person relying thereon or claiming
thereunder that (i) at the time of the execution and/or delivery thereof the
Partnership was in full force and effect; (ii) such instrument or document was
duly executed in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership and all of the Partners hereof, and (iii) the
General Partner was duly authorized and empowered to execute and deliver any and
every such instrument or document for and on behalf of the Partnership.
25. Notices. All notices to Partners shall be directed as follows:
If to the General Partner: Interfinancial Real Estate Management Company
General Partner
Urban Improvement Fund Limited 1974, LP
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
and if to a Limited Partner, at such Limited Partner's address for purposes of
notice which is set forth on Schedule A attached hereto (or to any changed
address of which the Partnership is notified in writing). Notice given pursuant
to this Section shall be deemed given: (1) on the date delivered by hand or
overnight courier service; (2) on the date on which the same, addressed as
provided, was postmarked after deposit in a regularly maintained receptacle for
the deposit of United States mail; (3) if by facsimile telecommunication, when
directed to a number at which the Partner has consented to receive notice; (4)
if by electronic mail, when directed to an electronic mail address at which the
Partner has consented to receive notice; (5) if by a posting on an electronic
network together with separate notice to the Partner of such specific posting,
upon the later of (A) such posting and (B) the giving of such separate notice;
and (6) if by any other form of electronic transmission, when directed to the
Partner.
26. Governing Law and Severability. This Agreement and the application or
interpretation and enforcement hereof shall be governed exclusively by its terms
and by the laws of the State of Delaware. Every provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal, invalid or
in conflict with the Act or the purposes of this Agreement for any reason
whatsoever, such term or provision shall be ineffectual and void, and the
validity of this remainder of the Agreement shall not be affected thereby.
27. Miscellaneous. A creditor who makes a non-recourse loan to the
Partnership must not have or acquire, at any time as a result of making the
loan, any direct or indirect interest in the profits, capital, or property of
the Partnership other than as a secured creditor. This Agreement may be signed
in counterparts, all of which, taken together, shall constitute the entire
Agreement among the parties hereto. Each of the parties hereto irrevocably
waives any right such Partner may have to maintain any action for partition with
respect to any assets of the Partnership.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
GENERAL PARTNER:
INTERFINANCIAL REAL ESTATE
MANAGEMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxx, Authorized Officer
INITIAL LIMITED PARTNER:
SP Millennium L.L.C.
By: SP Special LLC, Manager
By: SP Real Estate LLC, its sole member
By: SP Investments II L.L.C., its sole
member
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxx, Authorized Officer
URBAN IMPROVEMENT FUND LIMITED 1974, LP
SCHEDULE A
Partnership Number of
Name Address Contribution Units
---- ------- ------------ -----
GENERAL PARTNER:
Interfinancial Real Estate 0000 Xxxxx Xxx., Xxxxx 0000 $100 115
Management Company, Xxxxxxx, XX 00000
a Washington corporation
11,394
LIMITED PARTNERS: (See attached pages)
LIMITED PARTNERS
NAME NAME2 ADDRESS ADDRESS2 CITY STATE ZIP TOTUNITS
XXXXXX XXXXXXXX M D 5.00
XXXXXXX XXXXXXXXXX PER REP XXXXXX X XXXXX EST 10.00
XXXXXX X XXXXXXXX 10.00
R XXXXXXX XXXXX 5.00
J XXX XXXXX M D XXX XXXXXXXX XXX XXXXX 7.00
XXXXX X XXXXXXXX 60.00
XX XXXXXX X XXXXX 5.00
XXXXX X XXXXXX 50.00
XXXX XXXXXXXXX 20.00
XXXX X XXXXXX III DDS PA 10.00
ESTATE OF XXXXXX X XXXXXXXX MD C/X X XXXXXXXXX 6.00
XXXXXX X XXXXXXX XXXXX X XXXXXXX 10.00
XXXXX X XXXXXX 10.00
XXXXXX X XXXXX & XXXXXXXX X XXXXX TTEE XXXXXX X XXXXX & XXXXXXXX X XXXXX TRL 10.00
XXX X XXXXXXXX XXXXX XXXX XXXXXXXX 10.00
XXX X XXXXXX MD 20.00
C XXXXXXX XXXXXXX 10.00
S XXXXXX XXXXXXXX XXXX XXXXXXXX 15.00
XXXXX X XXXXX TR UA 04 12 95 XXXXXXX XXXXX & XXXXX XXXXX TRUST 5.00
XX XXXXXXX X XXXXXX 10.00
XXXX X XXXXXX M D 25.00
XXXXXXX X XXXXXXXX TTEE XXXXXXX X XXXXXXXX TR UAD 03 30 98 20.00
XXXX X XXXXXXX 10.00
XXXXX X XXXXX XX 15.00
XXXXXX X XXXXXX XX M D 10.00
XXXX X XXXXX XXXXX X XXXXX 12.00
XXXXX TRUST XXXXXXX R & XXXXXXX W 10.00
XXXXXXX X XXXXX XXXXX X XXXXX 20.00
XXXXXX XXXXX XXXXX 1.00
XXXXXX XXXXXXXX-WALL 100.00
XX XXXXX X XXXXXX XXXXXX X XXXXXX 5.00
XX XXXXXXX H BRIMFIELD 40.00
XXXXXX X XXXXX M D 8.00
XXXXXXX XXXXXX XXXXX 10.00
XXXXX X XXXXX XXXXXXX X XXXXX 5.00
XXXX X XXXXXXXXX 5.00
XXX XXXXXXXXX 25.00
XXXXXXX R BUMP 15.00
XXXXXXX X XXXXX 5.00
XXXXXXXX XXXXXXXX C/O XXXXXX C 25.00
XXXXX X XXXX TRUST U A D 12 03 76 LAST AMENDED 7/10/87 5.00
XXXXXX XXXXXXX & XXXXXXX XXXXXXX & XXXXX XXXXXXX XXXX XX UW XXXXXXX J 10.00
XXXXXX X XXXXXX 5.00
XXXXXX X XXXXXX XXXXXXX X XXXXXX 5.00
XXXXXXX X XXXXXX MD XXXXXXX X XXXXXX MD 5.00
XXXXX X XXXXX TRUST C/O 1ST CITY NAT BANK OF TYLER 100.00
XXXXXXX X XXXXX XXXXX X XXXXX 20.00
XX XXXX X XXXX XXXXXXXX X XXXX 5.00
XX XXX X XXXX 10.00
A R & X X XXXXXXX TRUST 5.00
XXXXXXX XXXXXX 5.00
XXXXXXX XXXXXXX CASANOVA 5.00
XXXXXXX XXXXXXX XXXXXXXX TRUSTEE UA 06 28 99 XXXXXXX XXXXX XXXXXXX 5.00
XXXXXX X XXXX TRUSTEE UA 6 14 99 XXXXXX X XXXX LIVING TRUST 35.00
XX XXXX X XXXXXXXX 20.00
XXXXX XXXX & ASSOCIATES INC B XXXXX XXXX PRES 10.00
XXXXXX X. X. XXXXX, M.D. 5.00
XXXXXXXX X XXXXXXXX XXXX XXXXXXXX 10.00
XXXX XXXXX XXXXXXX 30.00
BANK OF THE WEST TR UA 12 08 03 XXXXXXX X XXXXXXX 2003 REVOCABLE 75.00
XXXXX S CHARME M D 25.00
XXXXX XXXX M D XXX XXXX X XXXX 5.00
G XXXXXXX XXXXX 5.00
XXXXXX X XXXXXX XXXXXXX X XXXXXX 8.00
XXXX X. XXXXX, M.D. 5.00
XXXXXXX INVESTMENT COMPANY 10.00
XX XXXXXX X XXXXXXX 10.00
XXXX X XXXX 10.00
XXXXXXX X XXX XXXXXXXXX X XXX 10.00
XXXX XXXXXXX XXXXX XXXX XXXXX 50.00
XXXXXX X XXXX XXX XXXXXXXX X XXXX 5.00
XXXXXXX X XXXXXXX XXXXXX X XXXXXXX 10.00
XXXXX X XXXXX TRUST XXXX X XXXXXXXXX TRUSTEE 30.00
XXXXXXX X XXXXX 30.00
XXXXXX X XXXXXXX TRUST DATED 9/11/91 20.00
XXXXX XXXXXXX 10.00
PLEASANT P XXXXXX M D 5.00
XXXXXX XXXXXX X X 00.00
XXXXXXX X XXX XXXX M D XXXX K DEL XXXX 5.00
XXXXXXX X XXXXXXXXXX XXXXXXX B DELL1GATTI 10.00
XXXXXXX X XXXXXXX 6.00
XXXXXXX X XXXXX 10.00
XXXXX XXXXX 20.00
XX XXXXXXX X XXXXXX 10.00
XXXXXX X XXXX 10.00
XXXXX X XXXXXX M D 6.00
XXXXX X XXXXX XXXXXXX X XXXXX 10.00
XXXXXXX PROPERTIES LIMITED PARTNERSHIP 5.00
XXXXXXX X XXXXXXX 20.00
XXXXXX X XXXXXXX 40.00
EILKEN FAMILYTRUST DTD 10 25 88 XXXXX X XXXXXX & XXXX X XXXXXX TTEES 20.00
XXXXXXX X XXXXXXX M D 10.00
C XXXXX XXXXXXX 40.00
EQUITY RESOURCE BOSTON FUND 55.00
EQUITY RESOURCE BAY FUND 40.00
EQUITY RESOURCE BRATTLE FUND 14.00
EQUITY RESOURCE CAMBRIDGE FUND 1.00
EQUITY RESOURCE DOVER FUND 282.00
EQUITY RESOURCE FUND XV c/o EQUITY RESOURCE GROUP 40.00
EQUITY RESOURCE FUND XVI 12.00
EQUITY RESOURCE FUND XX 611.00
EQUITY RESOURCE LEXINGTON FUND 1004.50
XXXXXXXX X XXXXX 50.00
XXXX X XXXXXXX XXXXXXX X XXXXXXX 10.00
XXXXXX X XXXXXX XXXXXXXXX X XXXXXX 10.00
X X XXXXXX 10.00
XXXXXX X XXXXXXXX XXXXXXX H XXXXXXXX 5.00
XXXXXXXX X XXXXXXX M D 20.00
XXXXXX X XXXXX XX M D 5.00
DON XXXXX XXXX 7.00
XXXXXXX W FIELD 10.00
XXXXXXXXX XXXXXX XXXX NORTHWEST BANK TEXAS NA CO TRUSTEES 15.00
XXXXXX X XXXXXXX M D XXXXXXX X XXXXXXX 10.00
XXXXXXX X XXXXXXXXX XX XXXX XXX XXXXXXXXX 15.00
XXXXX XXXXXXX FRAASA 20.00
XXXX X XXXXX 10.00
XXX XXXXXXX XXXXXXX XXXXXXX 10.00
XX XXXXXX XXXXXXX XXXXXXX X XXXXXXX 10.00
XXXXXX X XXXXXX TRUSTEE XXXXXX X XXXXXX REVOCABLE TRUST 30.00
XXXXXX XXXXX 3.00
XXXXXXXX XXXXXXXX 5.00
XXXXXX XXXXXX 8.00
XXXXXX X. XXXXXXXX, M.D. 10.00
W XXXXX XXXXXXX M D 12.00
XXXXXX XXXXXX M D 5.00
XXXXXXXX X XXXXXXX 15.00
XXXXX X XXXXXXX 10.00
XXXXX XXXXXXXXX 137.00
XXXXXX X XXXXXXX 10.00
XXXXXXX S GOTO TTEE AMER TRUST CO OF HAWAII TTEE 10.00
XXXXXX X XXXXX XXXXXXXX X XXXXXXXX X X WROS 20.00
XXXXX X XXXXX 10.00
XX XXXXX X XXXXX XXXXXX XXXXX 20.00
XXXXXX XXXXX XXXXXXXXX DDS XXXXXXX XXXXXXXXX 17.00
XXXXXX X XXXXXXXX 5.00
XX XXXXXXX X XXXXXXXX 5.00
XXXX X XXXX 10.00
XXXXXXXX X XXXXXXX 5.00
XXXXX X XXXXXX C/O XXXXXX XXXXX 10.00
XXXXXX X XXXXXX XX TTEE 20.00
XXXX O HAWK M D 25.00
XXXXXX X XXXXX 20.00
XXXXX E & XXXXX X XXXX TRUST XXXXX E & XXXXX XXXX TRUSTEES 10.00
XX XXXXXXX X XXXXX 10.00
PAULS XXXXXX 50.00
XXXXX XXXXXXX 25.00
XXXX X XXXXXXXX TRUSTEE UA 9 21 95 MART L XXXXXXXX JR TRUST B 30.00
XXXX X XXXXXX 5.00
XXXXXXX X XXXXXX 5.00
XXXXX X XXXXXXX 5.00
XXXXXX X XXXXXX XX M D XXXX X XXXXXX 5.00
D XXX XXXXXX 10.00
XXXXXX X XXXX D V M 30.00
XXXXXX X XXXX M D 30.00
XXXXXX NON-MARTTAL TRUST XXXXXX XXXXXX L 20.00
XXXXXXXX X XXXXXXX 40.00
XXXXXX XXX XXXXX 1.00
XXXX X XXXX XX 10.00
XXXXXX X XXXX 20.00
XX XXXXXXX X XXXXXXXXX 10.00
XXXXXXX XXXX XXXXXXXX 20.00
XXXX X XXXXXXX 5.00
XXXXXX X XXXXXX 5.00
XXXXXXX X XXXX TRUST XXXXXXX X XXXX TTEE 50.00
XXXXX X XXXXX D D S 10.00
IREMCO 379.00
XXXXXX X XXXXX 20.00
XXXXXX XXXX M D 5.00
XXXXXX X XXXXXX INC 10.00
XXXX X XXXXXXX M D 10.00
XXXXXX LUCK XXXXXXX 10.00
XXXXX X XXXXXXXX 50.00
XXXXXX X XXXXX 20.00
XXXXXX X XXXXX 10.00
XX XXXXXX XXXXX KELWAY PL 15.00
XXXXXX X XXXXXX M D 5.00
XX XXXXXXXXX X XXXXXX 10.00
XXXXXXX X XXXXXXXX XXXXX X XXXXXXXX 15.00
DR XXXXXX XXXX XXX XXXX 10.00
THE XXXXXX FAMILY TRUST 13.00
XXXXX X XXXXXX XXXXXX X XXXXXX 10.00
XXXXXX X XXXXXX M D 20.00
XXXXXX X XXXXXXXXX 9.00
XXXXXX X XXXX 5.00
XXXXXXXX X XXXXXXX M D 5.00
XXXXXXXXX X XXXXXX 4.00
XX XXXXXX X XXXXXX XXXXX X XXXXXX 5.00
XXXXXXX XXXXX XXX 5.00
XX XXXXXXX XXXXXXXX 10.00
J R XXXXXXX 10.00
ENIND G XXXXX JR TR UA 10 24 03 XXXXX SURVIVORS TRUST 5.00
XXXXXX XXXXXX XXXXXX 2.50
XXXXXX X XXXXXXXX 35.00
XXXXXX XXXXXXX INTER VIVOS TR C/O XXXXXX XXXXXXX TRUSTEE 10.00
XX XXXXXXX X XXXXXXXXX XXXXXX X XXXXXXXXX 5.00
XXXXXX X XXXX 20.00
XXXXX XXXXX XXXXXX X XXXXX 10.00
XXXXX X XXXXXX XXXXXXX X XXXXXX 10.00
OR XXXXXX X XXXX XX 10.00
LONE STAR SUPPLY & EQUIP CO XXXXXXX X XXXXXX 100.00
XXXXX X XXXX 5.00
XXXXX X XXXXX XXXXXX X XXXXX 5.00
XXXXXX X XXXXXX 10.00
QUALIFIED TERM INT XX XXXXXX XXXXXXX X XXXXXX TRUSTEE 20.00
XXXX X XXXXXXXXXX M D 20.00
XXXXXX X XXXXX M D XXXXX X XXXXX 10.00
XX XXXXXX X XXXXX 15.00
XXXXXX XXXXXXXXX M D XXXX MAIIINSKY 10.00
XXXXXX X XXXXXX XX 50.00
XXXXXXXX X XXXXX 10.00
XXXXXXXXXX X XXXXX 63.00
XXXXXXX R MAROUART 5.00
XXXXXX XXXXXXXX M D 10.00
XXXXXXXX XXXXXX C/O M&M INSTRUMENT MAKERS INC 20.00
XXXX X XXXX XX 15.00
XXXXXXX X XXXXX 10.00
XXXXX X XXXXXXX 10.00
DR ABOUZARJOMEHR MAZDAI 5.00
XXXXXX X XXXXXX 5.00
XXXXXX X XXXXXXXXX 5.00
XXXX X XXXXXXXX 10.00
XX XXXXXXX X XXXXXX 7.00
XXXXXXX X. XXXXXXX XXXXXX X XXXXXXX 10.00
XXXXXX X XXXX M D 5.00
XXXXXX X XXXXX 10.00
XXXXXXX X XXXXXXXXXX 15.00
XX XXXX X XXXXX XXXXXXX X XXXXX 25.00
XXXX X XXXXXXX 7.00
XXXXXX M MIZAAHI 8.00
XX XXXXX X XXXXXXX NYU SCHOOL OF MEDICINE 20.00
XXXXXXX XXXXXXXXXX ESQ 25.00
XXXXXX X XXXXXX 10.00
XXXXXXXX FAMILY TRUST %DR X X & X X XXXXXXXX TR 5.00
X X XXXXXXXXXXX C/O J W XXXXXXXXXXX 10.00
XX XXXXXXX X XXXXX 5.00
XXXXXX X XXXXXX XXXXXX X XXXXXX 5.00
XXXXXX X XXXXXX XXXXXXXX X XXXXXX 5.00
XX XXX X XXXXXX C/O XXXXXX XXXXXX 10.00
XXXXXXX X XXXXXX TRUST C/O XXXXXXX X XXXXXX TRUSTEE 10.00
XX XXXXX X XXXXXXXX 10.00
XX XXXXXXX X XXXX 5.00
PACO DEVELOPMENT LLC 10.00
XXXXXX X. XXXXX 20.00
XXXXXXX X XXXXXX XXX XXXXXXXX X XXXXXX 5.00
XX XXXXX XXXXXXXX 5.00
XXXXXXX XXXXXX XXXXXXXX 20.00
XXXX XXX XXXXX 5.00
XXXX X XXXXXXXXXX M D 10.00
XXXXX X XXXXXXXX 5.00
XX XXXX X XXXXXXX XXXXXXXXX X XXXXXXX 10.00
XXXXXXX X XXXXXXX 5.00
XXXXXXX X XXXXX XXXX X XXXXX 20.00
XXXX XXXXXXXXX 4.00
XXXXXX X XXXXXXXXX 10.00
RAX ERECTING SERVICE INC %XXXXX X XXXX 5.00
XXXXXX W READ 10.00
L XXXXXX XXXXXX 90.00
XXXXX XXXXXXX XXXX 2.50
XXXX XXXXXX XXXX JR 2.50
XXXXXXX XXXXXX XXXX 2.50
XX XXXXXXX X XXXXXX XX 17.00
XXXXX X XXXXX 10.00
RIO GRANDE JWLRS SUPPLY INC XXXX XXXX PRESIDENT 100.00
XXXXXX X XXXX XXXXXX X XXXX 10.00
XXXXXXX X XXXXXXX 10.00
XXXXXXX XXXXXXXX 60.00
XXXXXXXXX X XXXXXX 4.00
XX XXXXXX X XXXXXXXXX 5.00
XXXX XXXXXXXXX 5.00
XXXXX XXXXX 6.00
X. X. XXXXX, M.D. 10.00
XXXXXXX X XXXXX 25.00
XXXXXX X XXXXXXX 30.00
XXXX X XXXX TR UA 12 19 00 XXXX X XXXX TRUST 50.00
RINKS ATSUSHI SANG 10.00
XXXXX X XXXXXX-XXXXXXX 2.50
XXXXX X XXXXXXXXX 10.00
XXX X XXXXXXXXX 15.00
G XXXXXX XXXXXXX 10.00
XXXXXXXX X XXXXXXXX M D 10.00
XXXX X XXXXXXX 30.00
XXXXXXX X XXXXX 5.00
XXXXXX X XXXXXX XXXXXXXX X XXXXXX 7.00
XX XXXX X XXXXXXX 6.00
XX XXXXXX E SHOWN 20.00
XXXXX XXXX XXXXXXXX M D XXXXXXXX X XXXXXXXX 5.00
XX XXXXXX XXX 10.00
XXXXXX X XXXXXX XXXX X XXXXXX 10.00
XXXXXX, XXXXXXXX & XXXXXX, INC XXXXX X XXXXXXXX PRESIDENT 25.00
SP MILLENNIUM LLC ATTN XXX XXX 2658.50
SP URBAN FUND LLC 975.00
XX XXXX XXXXX XXXXXXX X XXXXX XX 20.00
SPRITE ENTERPRISES ASSOC X X XXXXXX PRESIDENT 10.00
SSC PROGRESSION CORPORATION 10.00
XXXX XXXXXXX 5.00
XXXXXXX XXXXXX L XXXX XXXXXX 5.00
THE XXXXXXXXX FAMILY TRUST XXXXXX C & XXXXXX X XXXXXXXXX TRUSTEE 15.00
THE XXXXXXXXX FAMILY TRUST XXXXXX C & XXXXXX X XXXXXXXXX TRUSTEE 5.00
XXXXXX X XXXXXXXXX 10.00
XXXXXX X XXXXXXX XXXXXXX X XXXXXXX 10.00
XXXX X XXXXX 12.50
XXXXXXX X XXXXXXXXXXXX PEACE RIVER PEAT INC 5.00
XXXXXXX XXXXXXX XXXXXXX XXXXXXX 15.00
XX XXXXXX X XXXXXXXXXX 5.00
XXXXXX X. XXXXXXXXXX 10.00
XXXXX XXXX XXXXXX 2.50
XXXXX X XXXXXXX D D S XXXXX X XXXXXXX 5.00
GERBER STATE BANK XXXXXXXX XXXXX & XXXXXX XXXXX TRUSTEES UW 2 6 98 5.00
GERBER STATE BANK & XXX X XXXXX TRUSTEETHE TABIN MARITAL TRUST UW 2 6 98 5.00
XXXXXXXXX X XXXXXX C/O FUKUI MORTUARY INC 3.00
XXXXXXX XXXXXX 40.00
XXXXXXX X XXXXX 1.00
XXXX X XXXXXXX XXXXXXX X XXXXXXX 5.00
XXXX XXXXXX 10.00
XXXX X XXXXXX XXXXX X XXXXXX XXXXXX X XXXXXX AND XXXX X XXXXXX CO TTEES 20.00
XXXXXXX X XXXXXXXXX 10.00
XXXXXX X XXXXXXXX TRUSTEE UA 2 25 97 XXXXXXX X XXXXXX REVOCABLE TRUST 80.00
XXXXXXX XXXXXX XXXXXXXX 5.00
XXXXX X XXXXXX M D 10.00
XXXXXXX X XXXXXXXXX 12.00
XXXXXX X XXXXXXX XXXXXXX XXXXX TRUST CO 20.00
H XXXXX XXXXXXX XX 25.00
XXXXX X XXXXXXX M D XXXXXXX X XXXXXXX 20.00
XX XXXXX X XXXXXX XX 5.00
MR & XXX XXXX X XXXXXXXXXX 20.00
A XXXX XXXXXX 30.00
XXXX X XXXXX TRUSTEE UA 6 12 92 XXXXXX X XXXXX TRUST 25.00
XXXX X XXXXXXX XX 5.00
XXXXXXX X XXXXXXXXX 10.00
XXXXX XXX XXX 12.50
XXXX X XXXXXXX 5.00
XXXX XXXXX XXXXXXX 10.00
XXX XXXXXXX 10.00
XXXX XXXXX M D 5.00
XXXXXX XXXXXXX XXXXXXX TR UA 02 20 92 XXXXXXX X XXXXXXX TRUST 10.00
XXXXX XXXXX XX M D 9.00
XXXXXX X XXXXX TRUST %A CRAWFORD JR & M XXXXXXX XX 200.00
XX XXXXXXX X XXXXX 20.00
XXXXX XXXXXX 3.00
XXXXXXXXX X. XXXXXXX 25.00
XXXXXX X XXXXXX M D 30.00
X X XXXXXXXXX 10.00
XX XXXXXX F WILL JR 10.00
XXXXXXXX XXXXXX 10.00
XXXXXXXX X XXXXXX 20.00
XXXXXXX X XXXXXX XXXXX X XXXXXX 10.00
XX XXX X XXXXXXXXXX 10.00
XX XXXXXX X XXXX 5.00
XXXX X XXXXX 10.00
XXXXX X XXXXX 10.00
H XXXX XXXXX 5.00
XX XXXXXXX X XXX 10.00
XXXXXX X XXXXX 10.00
XXXXXXX X XXXXXXXXXX M D XXXX X XXXXXXXXXX 20.00
XXXX X XXXXXX 10.00
