Exhibit 4. (D)
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P. (this "Amendment"), dated as of
January 1, 2002, is entered into by RAM Funding, Inc., a Delaware corporation
(the "Withdrawing MGP"), as managing general partner of Resources Accrued
Mortgage Investors 2 L.P. (the "Partnership"), for itself and on behalf of the
limited partners of the Partnership (the "Limited Partners"), Presidio AGP
Corp., a Delaware corporation which replaced Z Square G Partners II as the
associate general partner of the Partnership by a Certificate of Amendment to
the Certificate of Limited Partnership dated as of March 22, 1995, which was
filed with the Secretary of State of the State of Delaware on March 27, 1995
(the "Withdrawing AGP"), as associate general partner of the Partnership, for
itself and on behalf of the Limited Partners, and Maxum LLC, a Nevada limited
liability company with principal executive offices at 0000 Xxxx Xxxxx Xxxx,
Xxxxx 000, Xxxx, Xxxxxx 00000 (the "Substitute General Partner").
WHEREAS, the Withdrawing MGP and the Withdrawing AGP desire to transfer
their general partnership interests in the Partnership to the Substitute
General Partner;
WHEREAS, Section 17.3 of the Amended and Restated Agreement of Limited
Partnership of Resources Accrued Mortgage Investors 2 L.P. as heretofore
amended (the "Partnership Agreement") requires that the Withdrawing MGP obtain
the consent of a majority in interest of the Limited Partners prior to
assigning its managing general partner interest in the Partnership;
WHEREAS, Section 17.2 of the Partnership Agreement requires that the
Withdrawing AGP provide 60 days written notice to the Limited Partners prior to
withdrawing from the Partnership and that, upon such withdrawal, the
Partnership purchase the associate general partner interest from the
Withdrawing AGP, and Section 17.6 of the Partnership Agreement requires a named
third party to purchase the associate general partner interest from the
partnership and to become the successor associate general partner.
WHEREAS, pursuant to that certain Consent Solicitation Statement, dated
November 1, 2001, the consent of the Limited Partners to the amendment to the
Partnership (i) substituting a reference to the Substitute General Partner for
all references to the Withdrawing MGP and the Withdrawing AGP in the
Partnership Agreement and (ii) admitting the Substitute General Partner as the
managing general partner and associate general partner of the Partnership and
reflecting the withdrawal of the Withdrawing MGP and the Withdrawing AGP as the
managing general partner and associate general partner, respectively, of the
Partnership was obtained.
NOW, THEREFORE, in consideration of the above, the Withdrawing MGP and the
Withdrawing AGP hereby amend the Partnership Agreement as follows, and the
Substitute General Partner accepts and agrees to be bound by the Partnership
Agreement as so amended:
1. Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the respective meanings ascribed thereto in the Partnership
Agreement.
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2. Amendments to Partnership Agreement. The Partnership Agreement is
hereby amended by deleting all references in the Partnership Agreement to the
phrase "RAM Funding, Inc." and replacing them with the phrase "Maxum LLC" and
by deleting all references in the Partnership Agreement to the phrase "Presidio
AGP Corp." and replacing them with the phrase "Maxum LLC."
3. Admission of Substitute General Partner. The Substitute General
Partner shall be deemed to be admitted to the Partnership as the managing
general partner and the associate general partner on, and the Withdrawing MGP
and the Withdrawing AGP shall be deemed to have withdrawn as managing general
partner and associate general partner, respectively, of the Partnership from
and after, the date of the execution of this Amendment and the filing with the
Secretary of State of the State of Delaware of a Certificate of Amendment to
the Partnership's Certificate of Limited Partnership reflecting the withdrawal
of the Withdrawing MGP and the Withdrawing AGP as general partners, and the
admission of the Substitute General Partner as managing and associate general
partner, of the Partnership.
4. Modification. Except as modified herein, all terms and conditions of
the Partnership Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment, and this
Amendment shall be effective, as of the date first set forth above.
RAM FUNDING, INC., as Withdrawing MGP and
on behalf of the existing Limited Partners
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: Vice President
PRESIDIO AGP CORP., as Withdrawing AGP and
on behalf of the existing Limited Partners
By: /s/ Xxxxx Xxxxxxxxxx
--------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
MAXUM LLC, as Substitute General Partner
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Manager
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