APPENDIX A
AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
INTEGRATED RESOURCES HIGH EQUITY PARTNERS,
SERIES 85, A CALIFORNIA LIMITED PARTNERSHIP
The amended and restated agreement of limited partnership (the
"Agreement") of Integrated Resources High Equity Partners, Series 85, A
California Limited Partnership is hereby amended as follows:
1. Paragraph 9.4.1 of the Agreement is amended in its entirety to read as
follows:
9.4.1 Partnership 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 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 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
9.4.1, the Partnership Management Fee payable for calendar
year 1999 shall be $426,867 less than an amount equal to 1.05%
of Invested Assets). The Partnership Management Fee shall be
paid quarterly. For purposes of this Paragraph 9.4.1 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 9.2 of the Agreement is amended in its entirety to read as
follows:
9.2 Limitation on Compensation. 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 $3,912,950 (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 9.2, 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:___________________________________
