Exhibit (i)
APPENDIX A
AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
HIGH EQUITY PARTNERS L.P. - SERIES 86
The amended and restated agreement of limited partnership (the
"Agreement") of High Equity Partners L.P. - Series 86, 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 Administrative 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
$312,139 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 an 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
9.1.4 to read as follows:
9.1.4 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 an amount (the "Fee Give Back
Amount") equal to $2,861,277 (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
9.1.4, 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:___________________________________
RESOURCES CAPITAL CORP.
By:___________________________________
PRESIDIO AGP CORP.
By: _______________________________
