AMENDMENT TO AMENDED AGREEMENT OF LIMITED
PARTNERSHIP
OF
SUNWOOD VILLAGE JOINT VENTURE, LIMITED
PARTNERSHIP
This Amendment (“Amendment”) to Amended
Agreement of Limited Partnership of Sunwood Village Joint Venture,
Limited Partnership (the “Partnership” or
“Sunwood”) is made and entered into as of June 6, 2005, by and among
Millenium Management, LLC, a California limited liability company
(“Millenium” or “General Partner”), Secured
Investment Resources Fund, L.P. II (“SIR-2”), Keith A.
Kohorst, David I. Lesser and Continental American Properties, Ltd.
(“Con-Am).
RECITALS
|
|
A.
|
The Amended Agreement of Limited Partnership of
Sunwood Village Joint Venture, Limited Partnership (“Sunwood
LPA”) was made and entered into on August 9, 2001, and
Section 2.3 thereof incorporates by reference the provisions of the
Amended and Restated Agreement of Limited Partnership of Secured
Investment Resources Fund, L.P. II, dated September 25,
1986.
|
|
|
B.
|
On or about August 1, 2001, Sunwood entered into
certain loan agreements, including a Promissory Note in the amount
of $10,080,000 (“Loan”), which Loan is now held by
Wells Fargo Bank; with LNR Partners as the Special Servicer of the
Loan and Wachovia Bank, N.A. as the Master Servicer of the Loan
(Wells Fargo, LNR and Wachovia are referred to collectively as
“Lender”).
|
|
|
C.
|
A dispute arose between Sunwood and Lender regarding
the amount of money owing from Sunwood to Lender.
|
|
|
D.
|
Sunwood and Lender entered into a Settlement
Agreement dated June 6, 2005, whereby Sunwood agreed to pay Lender,
and Lender agreed to accept, the sum of $800,000 (“Settlement
Payment”) in settlement of the dispute, and Lender consented
to Millenium as the new General Partner of Sunwood, and to ConAm
Management Corporation as the new property manager of Sunwood
Village.
|
|
|
E.
|
Millenium, Con-Am, Keith A. Kohorst, and David I.
Lesser (referred to hereafter as the “Class A Limited
Partners”) have agreed to fund the Settlement Payment plus
additional amounts as a Capital Contribution (the “Settlement
Capital Contribution”) in exchange for Class A Partnership
Interests in Sunwood.
|
|
|
F.
|
Any capitalized terms not defined herein shall have
the meanings ascribed to such terms in the Sunwood LPA.
|
AMENDMENT
Sections 4, 5 and 6 are hereby added to the Sunwood LPA
as follows:
|
|
4.
|
Issuance of Class A Limited Partner
Interests .
|
4.1
Class A Limited Partners’ Capital
Contributions . Each Class A Limited
Partner shall contribute to the capital of the Partnership the
amount set forth on Exhibit A and shall receive the Class A
Partnership Interest set forth on such Exhibit. The term
“Partners” in the Sunwood LPA shall hereafter include
the Class A Limited Partners. No Partner shall be required to make
any contributions to the Partnership in excess of the amounts set
forth on Exhibit A and no Partner shall be liable for the debts,
liabilities, contracts, or any other obligations of the Partnership
except with regard to their Capital Contributions as indicated on
Exhibit A, nor shall any Partner be required to lend any funds to
the Partnership or to repay to the Partnership, any Partner, or any
creditor of the Partnership any portion or all of any deficit
balance in a Partner’s capital account.
4.2
No Voting Rights for Class A Limited
Partners . The Class A Limited Partners
shall have no voting rights regarding the affairs of the
Partnership, unless specifically required by law that the class of
Partners has a right to vote on a matter, in which case the
approval of the Class A Limited Partners shall be deemed obtained
after a notice is sent to such Partners, at their address of
record, describing the matter on which they are entitled to vote
and stating that their approval shall be deemed given unless the
written objection of Class A Limited Partners holding 50% or more
of the Class A Lim
|
