Partnership Interest AgreementGeneral Partnership Agreement |
|
|
|
You are currently viewing: This General Partnership Agreement involves
TARRAGON CORP | PB Acquisition Corp | Ansonia LLC | Tarragon Realty Investors, Inc | Robert P. Rothenberg. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search General Partnership Agreement by:
Exhibit 10.2
ROBERT P. ROTHENBERG
ANSONIA LLC
1775 BROADWAY
NEW YORK, NY 10019
As of July 15, 2001
Tarragon Realty Investors,
Inc.
PB Acquisition Corp.
1775 Broadway, 23rd Floor
New York, NY 10019
|
|
|
|
|
Re: |
|
Partnership Interest
Agreement, dated as of |
Gentlemen:
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.
Receipt
by PB of the 100% Note, the 75% Notes and Frary’s cash portion of the
Contribution Amount shall be treated as reduction in the “Invested
Capital” of PB, under this Agreement, and as a return to PB of capital
previously contributed by PB to the Partnership.
Section 4.2.1
of the Limited Partnership Agreement of the Partnership is hereby amended to
read as follows:
First, to PB and ALLC, pro
rata in proportion to their respective Percentage Interests, until such
time as each has received a return on its Unreturned Capital Contribution
(which, in the case of ALLC shall mean, as of August 31, 2001, the
Contribution Amount) at the rate of ten and one-half percent (10 1/2%) per annum,
compounded monthly.
Section 4.2.2
of the Limited Partnership Agreement of the Partnership is hereby amended to
read as follows:
Next, to PB and ALLC, pro
rata in proportion to their respective Percentage Interests, until each has
received an amount equal to its Unreturned Capital Contribution.
The
Partnership is authorized and directed to withhold distributions payable to
ALLC and/or its members, and to apply such amount to amounts due under the 100%
Notes and the 75% Notes.
Except
as set forth above, the Agreement remains unmodified and in full force and
effect. Kindly indicate your agreement with the foregoing by countersigning a
copy of this letter where indicated below and returning it to the undersigned.
This letter may be executed in any number of counterparts which, when taken
together, shall constitute one original instrument.
|
|
|
|
|
Very truly yours, |
||
|
|
|
|
|
/s/ Robert P. Rothenberg |
||
|
|
||
|
Robert P. Rothenberg |
||
|
|
|
|
|
|
|
|
|
ANSONIA LLC |
||
|
|
|
|
|
By: |
|
/s/ Robert P. Rothenberg |
|
|
|
|
|
|
|
Robert P. Rothenberg |
|
|
|
Manager |
|
|
|
|
|
AGREED AND ACCEPTED: |
||
|
| ||






