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ROBERT P. ROTHENBERG
ANSONIA LLC
1775 BROADWAY
NEW YORK, NY 10019
Tarragon Realty
Investors, Inc.
PB Acquisition Corp.
1775 Broadway, 23 rd Floor
New York, NY 10019
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Partnership
Interest Agreement, dated as of
November 25, 1997, between PB Acquisition Corp.
(“PB”),
Robert P. Rothenberg, Ansonia LLC (“ALLC”) and
Tarragon Realty Investors, Inc. (as successor-by-
merger to National Income Realty Trust) (the
“Agreement”)
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Reference is made
to the Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the
Agreement.
Paragraph 4
(a) of the Agreement is hereby modified so that 100% of the
portion of the Contribution Amount (which will equal $5,558,386 as
of August 31, 2001) attributable to the interests of
Rothenberg, Spitz and Mael in ALLC shall be paid by delivery of
Promissory Notes in the form annexed hereto as
Exhibit A (the “100% Notes”) and 75% of the
Contribution Amount attributable to the interests of Richard and
Rebecca Frary in ALLC shall be paid by delivery of Promissory Notes
in the form annexed hereto as Exhibit B (the “75%
Notes”). The interest rate of the 100% Notes shall be 12% per
annum, compounded monthly, in the first year, and shall increase
by 1
/ 2 % per
annum in each year thereafter during the term of the Notes. The
interest rate of the 75% Notes shall be 12% per annum compounded
monthly. The 100% Notes and the 75% Notes shall be secured by the
membership interests in ALLC held by the respective payors
thereof.
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