EXHIBIT 10-Y
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(Carlyle-XIV)
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
ASSOCIATES LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ASSOCIATES LIMITED PARTNERSHIP
("Amendment") is made this 29th day of May, 1998 by and among Carlyle Real
Estate Limited Partnership-XIV, an Illinois limited partnership
("Carlyle"), The ▇▇▇▇ ▇▇▇▇▇▇▇ Company, a Virginia corporation ("JACo"),
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, an individual ("JEA"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual
("▇▇▇▇▇▇"), Vermont & L Ltd., a District of Columbia limited partnership
("V&L"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇▇▇▇▇"; Carlyle, JACo,
JEA, ▇▇▇▇▇▇, V&L, and ▇▇▇▇▇▇▇▇▇▇ are sometimes hereinafter referred to
collectively as the "Partners"), and TMF 1090 LLC, a Delaware limited
liability company ("TMF 1090"), as the newly admitted general and limited
partner hereunder.
WHEREAS, the Partners are partners in ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Associates Limited Partnership, a District of Columbia limited partnership
(the "Partnership");
WHEREAS, the Partners entered into that certain Amended and Restated
Agreement of Limited Partnership of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. Associates
Limited Partnership dated as of September 26, 1984 ("Partnership
Agreement") in connection with certain real property located at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, N.W., in Washington, D.C. as more particularly described in
the Partnership Agreement;
WHEREAS, JACo has a right to acquire all of Carlyle's partnership
interests in the Partnership pursuant to that certain Letter Agreement by
and between Carlyle and JACo dated May 29, 1998 (the "Purchase Agreement");
WHEREAS, concurrently herewith JACo is assigning all of its right,
title and interest in and to the Purchase Agreement to TMF 1090 pursuant to
that certain Assignment of Partnership Interest Purchase Agreement by and
between JACo and TMF 1090 dated May 29, 1998;
WHEREAS, Carlyle desires to withdraw as a general partner and as a
limited partner from the Partnership; and
WHEREAS, the Partners desire to admit TMF 1090 to the Partnership.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. All capitalized terms used but not defined herein shall have
the meanings set forth in the Partnership Agreement.
2. Pursuant to Section 7.5 of the Partnership Agreement, Carlyle
and JACo as the General Partners hereby consent to the withdrawal of
Carlyle from the Partnership as a general partner and as a limited partner,
and hereby agree that effective as of the date hereof, Carlyle shall no
longer be a General Partner or Limited Partner of the Partnership.
3. TMF 1090 is hereby admitted as a General Partner and as a
Limited Partner of the Partnership and shall have all the rights,
obligations and responsibilities of Carlyle arising or accruing after the
date hereof under the Partnership Agreement granted to a General Partner or
Limited Partner, respectively. Any references to Carlyle in the
Partnership Agreement with respect to the period from and after the date
hereof shall be deemed to mean TMF 1090 as admitted to the Partnership
hereunder.
4. TMF 1090 hereby accepts the rights, responsibilities and
obligations of Carlyle arising or accruing after the date hereof under the
Partnership Agreement and agrees to assume and to be bound by the terms
thereof.
5. This Amendment is being entered into pursuant to the Purchase
Agreement. The covenants, agreements, representations, warranties and
limitations provided in the Purchase Agreement are hereby incorporated
herein by this reference as if herein set out in full, shall survive the
closing of the transaction contemplated in the Purchase Agreement (subject
to the limitations provided therein) and shall inure to the benefit of and
shall be binding upon JACo and TMF 1090, on the one hand, and Carlyle, on
the other hand, and their respective successors and assigns.
6. Except as modified herein, all terms, covenants and conditions
of the Amendment shall remain in full force and effect. All references in
the Partnership Agreement to the "Agreement" or "this Agreement" shall be
deemed to refer to the Partnership Agreement as amended by this Amendment.
In the event of any conflict between the terms and provisions of the
Partnership Agreement and this Amendment, this Amendment shall prevail.
This Amendment may be executed in counterparts, each of which when taken
together shall constitute one and the same agreement.
[signatures begin next page]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the day first above written.
EXISTING GENERAL PARTNERS
CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - XIV, a limited
partnership
By: CARLYLE - XIV MANAGERS,
INC., an Illinois corporation,
General Partner
By:
Name:
Title:
THE ▇▇▇▇ ▇▇▇▇▇▇▇ COMPANY, a
Virginia corporation
By: _______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, President
EXISTING LIMITED PARTNERS
CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - XIV, a limited
partnership
By: CARLYLE - XIV MANAGERS,
INC., an Illinois corporation,
General Partner
By:
Name:
Title:
VERMONT AND L LTD., a District of
Columbia limited partnership
By: _______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III, General
Partner
By: _______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General
Partner
__________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
__________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NEWLY ADMITTED GENERAL AND
LIMITED PARTNER
TMF 1090 LLC, a Delaware limited liability
company
By: The Monument Fund, LLC, sole member
By: Monument Akridge, L.L.C.,
managing member
By: JACo Manager, L.L.C.,
managing member
By: JACo Manager, Inc. of
Delaware, managing member
By:
Name:
Title:
