MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP, dated as of March 4, 1999 and
effective as of January 1, 1998, is by and among REALTY CAPITAL
IV LIMITED PARTNERSHIP, a Maryland limited partnership, and FW
REALTY LIMITED PARTNERSHIP, a District of Columbia limited
partnership, as General Partners, and LM UNIT TRUST, INC., a
Maryland corporation, as the Assignor Limited Partner.
WHEREAS, the General Partners and the Assignor Limited
Partner formed the Mid-Atlantic Centers Limited Partnership (the
"Partnership"), by executing the Certificate of Limited
Partnership dated December 16, 1986, which was amended and
restated as the Amended and Restated Agreement and Certificate of
Limited Partnership on December 24, 1986 and, subsequently, as
the Second Amended and Restated Agreement and Certificate of
Limited partnership on February 26, 1987 and Third Amended and
Restated Agreement and Certificate of Limited Partnership as of
March 1987 (the "Partnership Agreement"); and
WHEREAS, the purposes of this Amendment are (i) to amend the
provisions of Article IV in order to cause the allocation
provisions to comply with the requirements of Section 704(b) of
the Internal Revenue Code of 1986, as amended (the "Code"),
while allowing the distribution provisions to accurately reflect
the agreement between the General Partners and the Investors
concerning the priority for distributions in liquidation of the
Partnership and (ii) to continue the Partnership as currently
existing without any other changes in the Partnership Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises of the parties hereto, and other good and
valuable consideration, the parties agree as follows:
1. A new Section 4.7.M is hereby added to the Partnership
Agreement which provides as follows:
M. The General Partners, through a charge to their respective
Capital Accounts, hereby agree to bear an amount of the
Partnership's operating expenses and losses equal to the positive
balance in their respective Capital Accounts determined before
any distributions are made to the General Partners.
Notwithstanding any other provision of the Partnership Agreement,
(i) with respect to 1998, there shall be allocated to the General
Partners the amount of Net Loss from Operations, or if
insufficient, operating expenses, which shall cause the aggregate
positive balance in the General Partners' Capital Accounts at
December 31, 1998 to equal the estimated Loss from a Sale or
Refinancing and Net Loss from Operations which will be allocable
to the General Partners in 1999 under the general allocation
provisions of the Partnership Agreement, (ii) with respect to
1999, if the actual loss and operating expenses allocable to the
General Partners under the general allocation provisions of the
Partnership Agreement for 1999 do not cause the General Partners'
Capital Accounts to have a zero balance when the Partnership
disposes of all of its assets and liquidates, then there shall be
allocated to the General Partners an additional amount of Net
Loss from Operations and Loss from a Sale or Refinancing, or if
insufficient, operating expenses, which shall cause the General
Partners' Capital Accounts to have a zero balance, and (iii) all
remaining items of income, gain, loss, deduction and credit for
1998 and 1999, as applicable, shall be allocated to the Investors
so that their respective Capital Account balances are equalized
on a per Unit basis.
2. Capitalized terms used in this First Amendment which are
not defined herein shall have the meaning given them in the
Partnership Agreement.
3. Except as amended hereby, the Partnership Agreement shall
remain unchanged.
4. This Amendment may be executed in several counterparts and
all so executed shall constitute one agreement binding on all
parties hereto, notwithstanding that all the parties have not
signed the original or the same counterpart. Any counterpart
hereof signed by the party against whom enforcement of this
Amendment is sought shall be admissible into evidence as an
original hereof to prove the contents hereof.
IN WITNESS WHEREOF, the undersigned have executed this First
Amendment effective as of the date first above written.
GENERAL PARTNERS:
REALTY CAPITAL IV LIMITED
PARTNERSHIP
WITNESS: By: LMRC IV, INC., General Partner
/s/ Xxxxxxxx X. Xxxxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------- By:-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
FW REALTY LIMITED PARTNERSHIP
By: FW CORPORATION, General Partner
/s/ Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------- By:--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ASSIGNOR LIMITED PARTNER:
LM UNIT TRUST, INC.
/s/ Xxxxxxxx X. Xxxxxxxxxxx /s/Xxxxxx X. Xxxxxx, Xx.
--------------------------- By:--------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
