Exhibit 99.6
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
RD PROPERTIES, L.P. VI
First Amendment dated as of ________, 1998 by and among RD New York VI
LLC (the "General Partner"), as general partner of RD Properties, L.P. VI (the
"Partnership") and the entities listed on Schedule A hereto as limited partners.
WHEREAS, the parties hereto entered into the Second Amended and
Restated Agreement of Limited Partnership as of January 1, 1998 (the
"Partnership Agreement").
WHEREAS, the parties desire to amend Section 6.1(e)(i) of the
Partnership Agreement to more accurately reflect the understanding of the
parties.
NOW THEREFORE the parties hereto hereby agree as follows:
1. Definitions. Terms not otherwise defined in this Amendment have the
same meanings as in the Partnership Agreement.
2. Distribution of Shares. (a) Section 6.1(e)(i) of the Partnership
Agreement is hereby amended and restated in its entirety to read as follows:
(e) (i) Each Limited Partner shall have the right to cause the
Partnership to distribute to it a number of Shares as determined in
accordance with the following formula, at or about the times indicated
below:
(A) At any time commencing after the eighteenth (18th) month
after the Closing Date, the product of (i) one-third of the number of
Shares then held by the Partnership and (ii) the Limited Partner's Interest
Percentage;
(B) At any time commencing after the twenty-fourth (24th) month
after the Closing Date, (i) the product of (x) two-thirds of (1) the number
of Shares originally acquired by the Partnership plus (2) any additional
Shares acquired subsequent to the Closing Date and (y) the Limited
Partner's Interest Percentage; less (ii) any Shares distributed to the
Limited Partner pursuant to Section 6.1(e)(i)(A);
(C) At any time commencing after the thirtieth (30th) month after
the Closing Date, (i) the product of (x) all Shares acquired by the
Partnership since the Closing Date and (y) the Limited Partner's Interest
Percentage; less any Shares previously distributed to the Limited Partner
pursuant to Sections 6.1(e)(i)(A) and (B).
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(b) To the extent Section 6.10 of the Partnership Agreement conflicts
with the provisions of Section 6.1(e)(i) (as amended by this Amendment), the
provisions of Section 6.1(e)(i) shall control.
3. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and which together shall constitute one and
the same instrument.
4. Continuing Effect. Except as amended by this Amendment, the
Partnership Agreement remains unchanged and in full force and effect.
[SIGNATURE PAGE FOLLOWS]
743758.1
IN WITNESS WHEREOF the undersigned have hereto set their hands as of
the day and year first above written.
GENERAL PARTNER:
RD New York VI, LLC, a
Delaware limited liability company
/s/ Xxxx Xxxxxxx
----------------------------------
By: Xxxx Xxxxxxx
LIMITED PARTNERS:
Yale University, a Connecticut
Corporation
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Investment
Officer
State Street Bank & Trust
as Trustee for the Yale
University Retirement Plan
for Staff Employee
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
The Vanderbilt University
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Carnegie Corporation of
New York
By: Xxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Treasurer
743758.1
