AGREEMENT OF LIMITED PARTNERSHIP OF 114 STARWOOD DEVELOPMENT, LTD.

 

                                                                    Exhibit 10.9

 

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                         114 STARWOOD DEVELOPMENT, LTD.

 

     THIS AGREEMENT OF LIMITED PARTNERSHIP (the "AGREEMENT") is made and entered

into   as   of   January   5,   2004,   by   and   among   NEHC Properties, Inc., a Texas

                       -

corporation   whose   address   is 340 North Sam Houston Parkway East #140 Houston,

Texas   77060   as   general   partner ("GENERAL PARTNER"), and each of the entities

whose   names   are   set   forth as limited partners on Exhibit "A" attached hereto

                                                     ----------

("LIMITED PARTNERS"). The General Partner and Limited Partners each has executed

multiple   originals   of   this   Agreement.

 

 

                                    ARTICLE I

                        ORGANIZATION OF THE PARTNERSHIP

 

     1.1   FORMATION OF LIMITED PARTNERSHIP. The parties hereby form, pursuant to

the   Texas Revised Limited Partnership Act, Article 6132a-l of the Revised Civil

Statutes   of   the   State   of   Texas,   (the   "Act"),   a   Limited Partnership (the

"PARTNERSHIP").   The rights and liabilities of the Partners shall be as provided

for   in   this   Agreement   and   in   the   Act.

 

     1.2   CERTIFICATE OF LIMITED PARTNERSHIP. The parties shall execute and file

a   Certificate   of   Limited   Partnership (the "CERTIFICATE"), and other relevant

documents   ancillary   to   the   Certificate,   with the office of the Secretary of

State   of   the   State   of   Texas   as   required   by   the   Act, and take all other

appropriate   action   to comply with all legal requirements for the formation and

operation   of   a   limited   partnership   under   the   Act.

 

     1.3   PARTNERSHIP   NAME.   The   name of the Partnership shall be 114 Starwood

Development,   Ltd.   If   considered   necessary   in   the opinion of counsel to the

Partnership   to   preserve   the   limited   liability   of the Limited Partners, the

business   conducted   by   the   Partnership   shall be conducted under that name or

under   such   other   name or names as the General Partner may select and might be

necessary   to   preserve   such   limited   liability.

 

     1.4   LOCATION   OF   OFFICE. The principal business office of the Partnership

shall   be   at   340   North   Sam   Houston   Parkway East #140 Houston, Texas 77060.

 

     1.5   PURPOSE   OF   PARTNERSHIP.   The   purpose of the Partnership shall be as

follows:   to   buy,   develop,   manage   and   sell,   as   appropriate,   the Property

(hereinafter   defined)   acquired   by the Partnership, including improvements and

personal   property   located   thereon.

 

     1.6 EXCLUSIVE SUPPLIER. Each of the Partners hereby acknowledges and agrees

that   American   Homestar   Corporation   and its affiliates shall be the exclusive

suppliers   of   manufactured   homes   to   the   Partnership,   its   Partners and the

affiliates thereof with respect to any and all manufactured and/or modular homes

leased,   purchased   or   otherwise acquired for use or placement on the Property.

Neither   the   Partnership   nor   the

 

 

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Partners or any of their affiliates may lease, purchase or otherwise acquire any

interest   in   any manufactured home for use or placement on the property that is

not   produced   and/or   supplied   by   American   Homestar Corporation, without its

written   consent.

 

     1.7   PROJECT   OPERATION   AND   COMPLETION.   The General Partner will use all

reasonable   efforts   and   will act in good faith and with reasonable dispatch to

buy,   develop,   manage,   operate   and   sell,   as   appropriate,   the   Property in

accordance   with   the terms of this Partnership Agreement. Presently existing on

the   Property   are   manufactured   home   rental   units.   The General Partner will

utilize   the   rental   income   derived from the rental units to pay the recurring

interest payments on the acquisition loan between the closing of the acquisition

loan   and   the   closing   of   a   future   development   loan.

 

     1.8 TERM OF PARTNERSHIP. The Partnership shall become effective on the date

that the Certificate of Limited Partnership of this Partnership is duly Filed in

the   office   of   the   Secretary of State of the State of Texas, and shall remain

effective until December 31, 2070, or until such earlier date as the Partnership

is   dissolved   pursuant   to   the   Act   or   the   provisions   of   this Partnership

Agreement.

 

                                   ARTICLE II

                                  DEFINITIONS

 

     The   following   terms   used   in   this   Agreement   shall,   unless   otherwise

expressly   provided   in this Agreement or unless the context otherwise requires,

have   the   following   respective   meanings:

 

     2.1   "ADDITIONAL   CAPITAL CONTRIBUTION" shall have the meaning set forth in

Section   3.5   of   this   Agreement.

 

     2.2   "AGREEMENT"   shall   mean   this   Agreement   of   Limited   Partnership.

 

     2.3   "AVAILABLE   CASH" shall mean cash that is available in the accounts of

the   Partnership, less such amounts as the General Partner reasonably determines

to   be   necessary   to   meet   current   or   reasonably   foreseeable   Partnership

obligations   or   expenditures   (including   the   repayment   of   loans made to the

Partnership   by   third   parties   or   Partners).

 

     2.4   "CURATIVE   CONTRIBUTION"   shall   have the meaning set forth in Section

3.3(b)   of   this   Agreement.

 

     2.5   "EFFECTIVE DATE" shall mean the date the Certificate is filed with the

Secretary   of   State   of   Texas.

 

     2.6 "FINANCING PARTNERS" shall have the meaning set forth in Section 3.3(a)

of   this   Agreement.

 

 

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     2.7   "GENERAL PARTNER" shall mean NEHC Properties, Inc., or such substitute

or   different General Partner as may be subsequently named pursuant to the terms

of   this   Agreement.

 

     2.8   "INITIAL   CAPITAL   CONTRIBUTIONS" shall mean the amount contributed to

the   Partnership   by   any   Partner   as determined in accordance with Section 3.1

hereof.

 

     2.9   "LENDER"   shall   have   the meaning set forth in Section 3.3(d) of this

Agreement.

 

     2.10 "LIMITED PARTNERS" shall mean those persons who execute this Agreement

or   any   counterpart   of   this Agreement as Limited Partners and whose names and

residence   addresses   appear on Exhibit "A", which is attached to this Agreement

                                -----------

and   made   a   part   of   this   Agreement   for   all   purposes.

 

     2.11 "LOAN DOCUMENTS" shall have the meaning set forth in Section 3.3(a) of

this   Agreement.

 

     2.12   "MAJORITY   IN   INTEREST OF LIMITED PARTNERS" shall mean those Limited

Partners who at the time of any determination of a majority have more than fifty

percent   (50%)   of   the   Partnership   Interest   of   the   Limited   Partners.

 

     2.13   "NOTE"   shall   have   the   meaning set forth in Section 3.3(d) of this

Agreement.

 

     2.14   "PARTNER"   shall mean the reference to the General Partner or any one

of   the   Limited   Partners.

 

     2.15   "PARTNERS" shall mean the collective reference to the General Partner

and   the   Limited   Partners.

 

     2.16 "PARTNERSHIP INTEREST" shall mean the percentage set opposite the name

of   each   Partner   on   Exhibit "A" attached to this Agreement and made a part of

this   Agreement   for   all   other   purposes.

 

     2.17   "PERSON"   shall mean any individual, corporation, partnership, trust,

or   other   entity.

 

     2.18   "PREFERRED   RETURN"   shall   mean   with   respect   to American Homestar

Corporation   and any other Partner that makes an Additional Capital Contribution

pursuant   to   Sections   3.2   or   3.4, respectively, the aggregate amount of cash

distributions   sufficient   to yield such Partner a return equal to the amount of

simple non-compounding interest at a rate of 8% per annum on such Partners' then

unreturned   Additional Capital Contributions from the respective dates that each

such   Additional   Capital   Contribution   was made. The Preferred Return shall be

distributed   first   to   American   Homestar   Corporation   in   satisfaction of its

Additional   Capital   Contribution   described   in   Section

 

 

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3.2, then to all Partners that make Additional Capital Contributions pursuant to

Section   3,5   in   the   order   in   which   such   contributions   were   made.

 

     2.19   "PREFERRED   RETURN   PAYOUT   EVENT"   shall   mean the time at which the

aggregate amount of cash distributions received by American Homestar Corporation

and any other Partners who may have made Additional Capital Contributions equals

the   Preferred   Return.

 

     2.20   "PROPERTY" shall mean Tract 1, Tract 2, and Tract 3 described in that

certain survey prepared by Thomas Land Surveying, Inc., dated December 31, 2003,

and   attached   hereto   as   Exhibit   "C".

                           ------------

 

     2.21   "WINDING   UP"   shall mean the period following the dissolution of the

Partnership   after   which   its business is not continued as set forth in Article

XII.

 

 

                                   ARTICLE III

                            CAPITAL CONTRIBUTIONS AND

                               PARTNERSHIP INTERESTS

 

     3.1   INITIAL CAPITAL CONTRIBUTIONS. The capital to be contributed initially

to the Partnership by the General Partner and each of the Limited Partners shall

be the sum set opposite its name in the attached Exhibit "A". Each Partner shall

                                                 -----------

be   liable   to   the   Partnership   for   the   full   amount   of its Initial Capital

Contribution   in   the   amounts   set   forth   on   Exhibit   A.

 

     3.2   ADDITIONAL   CAPITAL   CONTRIBUTION OF AMERICAN HOMESTAR CORPORATION AND

OTHER PARTNERS. In addition to the contributions required by other provisions of

this   Agreement,   American   Homestar   Corporation,   a   limited   partner   of this

Partnership   shall   have   the   capital contribution obligations required by this

Section   3.2. American Homestar Corporation shall provide for the timely payment

as   obligations   accrue   of   all   funds   necessary for (1) the earnest money and

extension   fees to acquire the property, (2) economic, market, environmental and

other   feasibility   type   studies,   (3)   reimbursement of costs of organization,

accounting,   survey,   preliminary engineering and other reasonable and necessary

start up costs and expenses of the types that are often and/or normally incurred

for the development of property prior to closing of a development loan (4) other

cash   amounts   required for capital equity interest by the financial institution

making   the   acquisition   and/or development loans relating to the Property, and

(5)   all   closing costs for the acquisition and development loans. The foregoing

costs   shall   be   reflected on the books of the Partnership as Partner's capital

equity.   The   total obligation of American Homestar Corporation pursuant to this

Section   3.2   shall not exceed $500,000.00. Such capital account amount shall be

entitled   to   a Preferred Return of 8% per annum to accrue from the date of each

such   contribution.   The Preferred Return and the balance in the capital account

that   is   created   under   this   Section   3.2   shall be paid to American Homestar

Corporation   out   of Available Cash. To the extent that the aforementioned costs

are

 

 

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reimbursed   at   the closing of the acquisition and/or development loan, American

Homestar   Corporation   will   be   paid   promptly out of such reimbursement funds.

 

     3.3   THIRD-PARTY   FINANCING.

 

          (a)   It   is   agreed   that   the General Partner and Modern Modular Home

     Rental   Corp.   (hereinafter   sometimes   collectively   called the "FINANCING

     PARTNERS") are responsible for arranging any and all third-party loans that

     may   be necessary or required, from time to time, to finance the operations

     of   the   Partnership.   In   this regard, the Financing Partners covenant and

     agree   to   provide   all   personal   guaranties   and   other   types   of credit

     enhancement   of   any   nature   that   may be required by any such third-party

     lender   in connection with any loan to the Partnership. All notes, deeds of

     trust, security agreements, guaranties and other documents, instruments and

     agreements   executed   by the Partnership in connection with any third-party

     loan(s),   together   with   any   and   all   renewals, extensions, increases or

     rearrangements   of   any   such   indebtedness,   are   hereinafter collectively

     called   the   "LOAN   DOCUMENTS."

 

          (b)   Notwithstanding   anything   to   the   contrary   contained   in   the

     Partnership   Agreement,   if the Partnership is in default at any time under

     the   Loan   Documents   executed   in   connection   with   any   such third-party

     loan(s),   the   Financing Partners will be obligated, jointly and severally,

     to   take   such   action   and   to   contribute   such additional capital to the

     Partnership   as   may   be necessary or required to enable the Partnership to

     cure   such   default   (any   such   additional   capital   contribution   being

     hereinafter   called   a   "CURATIVE   CONTRIBUTION").

 

          (c)   All Curative Contributions made by the Financing Partners will be

     deemed   to   be additional contributions for purposes of Section 3.2 of this

     Partnership   Agreement. American Homestar Corporation is not and will never

     be obligated under any circumstances to make a Curative Contribution to the

     Partnership.

 

          (d)   The   provisions   of   this   Section   3.3   are   applicable (but not

     limited)   to that certain loan in the principal amount of $2,250,000.00, to

     be   made to the Partnership by First National Bank (the "LENDER") and to be

     evidenced by a promissory note in such amount (the "NOTE"), which note will

     be   secured by a Deed of Trust and Security Agreement covering the Property

     owned   by   the Partnership. The Note shall be guaranteed by Joe Fogarty and

     Nancy   Fogarty,   individually,   pursuant   to   Guaranty   Agreements.

 

          (e)   The   General   Partner   undertakes   and   agrees   to   give American

     Homestar   Corporation   immediate   written   notice   of any default under any

     third-party   loan   to the Partnership or any event or condition which, with

     notice   or   lapse of time (or both) may constitute a default under any such

     third-party   loan.   In   addition, the General Partner will furnish American

     Homestar   Corporation

 

 

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     immediate   written   evidence   of   all   Curative   Contributions   made by the

     Financing   Partners   to   the   Partnership.

 

     3.4   FAILURE   TO   MAKE   CURATIVE   CONTRIBUTIONS.

 

          (a)   If,   at any time, the Financing Partners fail to take such action

     and/or   to   make   Curative   Contributions   to   the   Partnership   in amounts

     sufficient   to   cure   any outstanding default by the Partnership under Loan

     Documents   in   effect   from   time   to   time, then pursuant to the terms and

     provisions of the Option Agreement attached hereto as Exhibit "B", American

                                                           -----------

     Homestar   Corporation   will   have   the   right   and   option   (i) to cure any

     defaults   by the Partnership under the Loan Documents, and (ii) to purchase

     the   Note   and all liens securing same from the Lender if any default under

     the   Loan   Documents   is   not   cured,   and   thereupon   each such defaulting

     Financing   Partner   will   be   obligated   to   repay   such sum immediately to

     American   Homestar   Corporation.   All   sums   advanced   by American Homestar

     Corporation   to   the   Partnership   on   behalf   of   the defaulting Financing

     Partners will be deemed to be loans by American Homestar Corporation to the

     defaulting   Financing   Partners   and   will   bear   interest   at   the maximum

     non-usurious rate of interest permitted under applicable Texas law from the

     date   of   said   advance   until   paid.

 

          (b)   As   security   for   the   repayment   of such indebtedness, American

     Homestar   Corporation   (sometimes referred to in this Paragraph as "Secured

     Party")   will   have and is hereby granted a lien and security interest upon

     the   entire   interest   of   the Financing Partners (sometimes referred to in

     this   Paragraph   as   "Debtor")   in   the Partnership. Such lien and security

     interest may be foreclosed at any time after the passage of the thirty (30)

     days   following the advance of the defaulted sum and prior to the repayment

     of   such   sum   with   interest,   as hereinabove provided. In addition to any

     other   remedies   granted   in   this   instrument or under applicable law, the

     Secured   Party   may   proceed   under   the applicable provisions of the Texas

     Uniform   Commercial Code as to the Debtor's interest in the Partnership and

     may   exercise   all rights, remedies and powers of a secured party under the

      Texas Uniform Commercial Code, including, without limitation, the right and

     power   to sell, at public or private sale or sales, or otherwise dispose of

     such interest in any manner authorized or permitted under the Texas Uniform

     Commercial   Code   after   default   by   a   debtor,   and to apply the proceeds

     thereof   toward payment of any and all costs, expenses (including attorneys

     fees and court costs) thereby incurred by Secured Party, and toward payment

     of   the   Debtor's   obligation   in such order or manner as Secured Party may

     elect.

 

          (c) To the extent permitted by law, Debtor expressly waives any notice

     of   sale   or   other disposition of its interests in the Partnership and any

     other   rights   or   remedies   of   a   debtor or formalities prescribed by law

     relative   to   sale or disposition of such interest or exercise of any other

     right   or   remedy   of   a   secured   party existing after default; and to the

     extent   any   such   notice   is   required   and

 

 

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     cannot   be   waived,   Debtor   agrees   that if such notice is mailed, postage

     prepaid,   to   the Debtor at least ten (10) days before the date of the sale

     or   such   disposition, such notice will be deemed reasonable and will fully

     satisfy   any   requirements   for   the   giving   of   said   notice.

 

     3.5   ADDITIONAL   CAPITAL   CONTRIBUTIONS. Except as provided in Sections 3.1

through   3.4,   the   Partners   shall   not   be   obligated   to   make any additional

contributions to the capital of the Partnership. If additional capital is needed

for   the   purposes   of   the   Partnership as reasonably determined by the General

Partner,   then   the   General   Partner   may   request, but not require, additional

capital   from   the   Limited Partners ("ADDITIONAL CAPITAL CONTRIBUTIONS") in the

same   proportion   of   Initial   Capital   Contributions   set   forth in Column I of

Exhibit   "A"   hereto,   or   borrow   such   additional   capital   on   behalf   of the

-----------

Partnership.   Any such loans shall be on commercially reasonably terms and shall

be from any third party or from any one or more of the Partners. With respect to

such loans from third party lenders, the Financing Partners agree to provide all

personal guaranties and other types of credit enhancement of any nature that may

be   required   by   any such third party lender in connection with any loan to the

Partnership.   In   the   event   that   any Partner shall make an Additional Capital

Contribution   pursuant   to   this   Section 3.5, such Partner shall be entitled to

receive   a Preferred Return on such additional amount after any Preferred Return

owing   to   American   Homestar   Corporation   pursuant   to   Section   3.2   has been

distributed.

 

                                    ARTICLE IV

                               PROFITS AND LOSSES

 

     4.1   ALLOCATIONS.   Allocations   of   income,   gains,   deductions, losses and

credits   among   the   Limited   and   General   Partner   shall   be determined by the

Partnership   Interest   percentage   set   opposite   its   name   on   Exhibit   "A".

                                                                 ------------

 

     4.2   TRANSFER   -   TRANSFEREE   ALLOCATIONS.   If   a   Partnership   Interest is

transferred   in   accordance   with Article 10 during any year, the income, gains,

losses,   and   deductions allocable in respect to that Partnership Interest shall

be prorated between the transferor and the transferee on the basis of the number

of days in the year that each was the holder of that Interest, without regard to

the results of the Partnership operations during the period before and after the

transfer,   unless the transferor and transferee otherwise agree to an allocation

based on the result as of the record date of transfer and agree to reimburse the

Partnership   for   the   cost   of   making   and   reporting their agreed allocation.

 

     4.3   RECAPTURE.   In the event that the Partnership recognizes income, gain,

or   addition   to   tax   by   virtue of the recapture of any previously deducted or

credited   item,   such   recaptured   income   or   gain   or addition to tax shall be

allocated to the Partners in the same percentage as allocated at the time of its

deduction.

 

                                    ARTICLE V

                                CASH DISTRIBUTIONS

 

 

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     5.1   CASH   DISTRIBUTIONS.   After   the payment and satisfaction of all trade

debts   and   any   loans   made   to the Partnership by the Partners and any and all

third parties for acquisition and/or development of the Property, then Available

Cash   shall   be   paid   as   follows:

 

          (a)   first,   all   accrued and unpaid Preferred Return shall be paid to

     American   Homestar   Corporation   as   set   forth   in   Section   3.2;

 

          (b)   second,   all accrued and unpaid Preferred Return shall be paid to

     eligible   Partners   as   set   forth   in   Section   3.5;

 

          (c)   third,   the   Additional Capital Contribution of American Homestar

     Corporation   shall   be   repaid   to   such   Partner;

 

          (d)   fourth,   the   Additional   Capital   Contributions,   if any, of the

     Partners   shall   be   repaid   pro   rata   in accordance with their respective

     Partnership   Interests;

 

          (e)   fifth, the Initial Capital Contributions of the Partners shall be

     repaid   pro rata in accordance with their respective Partnership Interests;

     and

 

          (f)   thereafter,   to   the   Partners   in   the same ratio as profits and

     losses   are   allocated   pursuant   to   Section   4.1.

 

     No   Partner   shall   have the right to require the return of any part of the

Capital   Contributions made by such Partner unless there is sufficient Available

Cash and distributions are made in accordance with this Section 5.1. No interest

shall   be   payable to any Partner on any of the Capital Contributions made by or

on   behalf   of   any   Partner   to   the   Partnership.

 

     5.2   NO   COMPENSATION   OF GENERAL PARTNER. The General Partner shall not be

entitled   to   any   compensation   for   its   time,   effort   and   services   to   the

Partnership,   except   for distributions received by the General Partner pursuant

to   Section   5.1.   However,   the Partnership shall be obligated to reimburse the

General   Partner   all   reasonable   costs   and   expenses   incurred by the General

Partner as they may mutually agree on behalf of the Partnership, including those

relating   to   the   formation   and   organization   of   the   Partnership.

 

                                   ARTICLE VI

                        OWNERSHIP OF PARTNERSHIP PROPERTY

 

     6.1   All   real   property,   including   all   improvements   placed   or located

thereon, and all personal property acquired by the Partnership shall be owned by

the   Partnership, such ownership being subject to the other terms and provisions

of   this   Agreement.   Each   Partner hereby expressly waives the right to require

partition   of   any   Partnership   property   or   any   part   thereof.

 

                                   ARTICLE VII

 

 

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                                BOOKS AND RECORDS

 

     7.1   ELECTIONS.   The   Partnership shall elect as a fiscal year the calendar

year.   The   Partnership   shall elect to be taxed on such method of accounting as

the General Partner shall determine. The Partnership shall not elect to be taxed

other   than   as   a   partnership.

 

     7.2   CAPITAL ACCOUNTS OF PARTNERS. The Partnership shall maintain a capital

account   for   each   Partner, the initial balance of each of which shall be zero.

Each   Partner's   capital   account shall be increased (1) by any income and gains

allocated   to that Partner for federal income tax purposes pursuant to Article 4

of   this Agreement, and (2) by the amount of cash contributed to the Partnership

by   that   Partner.   The   Partner's capital account shall be decreased (1) by any

deductions   and losses allocated to that Partner for federal income tax purposes

pursuant   to   Article   4   of   this   Agreement,   and   (2)   by   the amount of cash

distributed   by   the   Partnership   to   that   Partner.

 

     7.3   FINANCIAL   STATEMENTS. Annually, the General Partner shall cause to be

prepared   statements   showing the financial condition of the Partnership, copies

of   which   shall   be   delivered   to   each   Partner.

 

     7.4   TAX   RETURNS.   The General Partner shall use its best efforts to cause

the   Partnership   to   file   all   tax   and   information   returns   required of the

Partnership   and to furnish to the Limited Partners the tax information required

by   them   for   federal,   state   and   local   tax   purposes   in   a timely fashion.

 

     7.5   MAINTENANCE   AND INSPECTION OF BOOKS. The Partnership shall maintain a

complete and accurate set of books, records, and supporting documents. The books

of   account   and all other financial records of the Partnership shall be kept at

the   Partnership's   principal   place   of   business,   and may be inspected at any

reasonable   time   by   the   Limited   Partners   or   their   representatives.

 

     7.6   BANK ACCOUNTS, FUNDS AND ASSETS. The funds of the Partnership shall be

deposited   in   such bank or banks as the General Partner shall deem appropriate.

Subject   to the provisions of this Agreement, the funds may be withdrawn only by

the   General   Partner   or   its   duly   authorized agents. All bank accounts shall

require the signatures of the General Partner on all checks. The General Partner

shall   have   a fiduciary responsibility for the safekeeping and use of all funds

of the Partnership, whether or not in their immediate possession or control, and

they   shall   not employ, or permit another to employ, the funds or assets in any

manner, except for the exclusive benefit of the Partnership. The General Partner

shall   not   commingle   or permit the commingling of the funds of the Partnership

with   the   funds   of   any   other   person.

 

                                  ARTICLE VIII

                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

 

 

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     8.1   ADMISSION OF LIMITED PARTNERS. No additional Limited Partners shall be

admitted   to   the   Partnership except upon amendment of this Agreement, although

substituted   Limited   Partners   may   be   admitted   pursuant   to Article X below.

 

     8.2   PARTICIPATION   IN MANAGEMENT. No Limited Partner shall have the right,

power,   or   authority   to   take   any part in the control or management of, or to

transact   any   business   for,   the   Partnership,   or   to   sign   for   or bind the

Partnership   in   any   manner.

 

     8.3   LIMITED   LIABILITY.   No   Limited   Partner   shall be liable for losses,

debts,   or   obligations   of   the   Partnership   in   excess of its Initial Capital

Contribution,   plus   its   undistributed   share   of   the   Partnership   profits.

 

     8.4   PARTICIPATION IN OTHER ACTIVITIES. No Limited Partner, or any officer,

director, shareholder, or other person holding a legal or beneficial interest in

any   Limited Partner, shall, by virtue of the interest in the Partnership, be in

any   way   prohibited or restricted from engaging in, investing in, or possessing

an   interest   in   any   business activity of any nature or description, including

those which may be equivalent to or in competition with the Partnership. Neither

the Partnership nor any Partner shall have any right by virtue of this Agreement

or   any   relationship   created by this Agreement in or to such other ventures or

activities   or   to   the   income   or   proceeds   derived   from   them.

 

     8.5   GENERAL   RIGHTS   AND   LIMITATIONS   OF   THE LIMITED PARTNERS. Except as

otherwise   set   forth   in   this   Agreement,   a Limited Partner who is not also a

General   Partner   shall   not   be:

 

          (a)   Personally   liable   because   of   its   Partnership Interest in the

     Partnership   for   any   losses   of   any   other   Limited   Partner;

 

          (b)   Entitled   to   be paid any salary or to have a Partnership drawing

     account;

 

          (c)   Entitled   to   receive   any   interest   on   its   Initial   Capital

     Contributions   or   balance   in   its   capital   account;   or

 

          (d)   Entitled   to   priority   over   any   other   Limited   Partners.

 

     8.6 VOTING. Each Li