AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P.

Exhibit 10.1

AMENDED AND RESTATED
TEXAS LIMITED PARTNERSHIP AGREEMENT OF
HOLLIDAY FENOGLIO FOWLER, L.P.

Dated as of February 5, 2007

by and among

HOLLIDAY GP CORP., a Delaware corporation,

HFF LP ACQUISITION LLC, a Delaware limited liability company, and

HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company

TABLE OF CONTENTS

AMENDED AND RESTATED
TEXAS LIMITED PARTNERSHIP AGREEMENT OF
HOLLIDAY FENOGLIO FOWLER, L.P.

     THIS AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P. (this “Agreement”), dated as of February 5, 2007, is by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”) and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners”.

RECITALS

     A. The Partnership (as hereinafter defined) was formed as a limited partnership pursuant to the Act (as hereinafter defined) by the filing of the Certificate (as hereinafter defined).

     B. Prior to the effectiveness of this Agreement, the Partnership was (a) governed by the terms of that certain Texas Limited Partnership Agreement of Holliday Fenoglio Fowler, L.P., dated as of January 24, 2000, as amended by certain amendments dated as of April 3, 2003, June 16, 2003, December 31, 2003 and March 29, 2006 (such agreement as amended, the “Existing Agreement”) and (b) comprised of Acquisition, as the sole limited partner (owning 99% of the Percentage Interests (as hereinafter defined)) and General Partner, as the sole general partner (owning 1% of the Percentage Interests).

     C. Immediately prior to (or as applicable simultaneous with) the effectiveness of this Agreement, pursuant to that certain Sale and Merger Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, substituted, replaced or otherwise modified from time to time in accordance with its terms, the “Transaction Agreement”), by and among Acquisition, Holdings (as hereinafter defined), Holdco, General Partner, Publico (as hereinafter defined) and GP Acquisition (as hereinafter defined), (a) Acquisition will transfer 38% of the Percentage Interests to Holdco in return for certain cash to be raised in an initial public offering of the Class A Common Stock (as hereinafter defined) of Holdco’s parent company, HFF, Inc., a Delaware corporation (“Publico”) (such offering, the “IPO”), and Holdco will be admitted as a limited partner in the Partnership, (b) GP Acquisition Corp., a wholly owned subsidiary of Holdco (“GP Acquisition”), will merge into General Partner, with General Partner surviving the merger as a wholly owned subsidiary of Holdco and continuing as the general partner of the Partnership, (c) the outstanding balance of the term loan to the Partnership in the original principal amount of $60,000,000, comprising a portion of the Loan Facility (as hereinafter defined) will be repaid in full from the cash received by Acquisition in accordance with the transactions described in clause (a) above and certain additional cash received from Acquisition in connection with a companion transaction also governed by the Transaction Agreement and involving the sale of partnership interests in HFF Securities, L.P., a Delaware limited partnership (“HFFS”), an affiliate of the Partnership (and, in connection therewith all certificates of ownership interests in the Partnership held as security for the Loan Facility shall be returned to

the Partnership and will cease to be of any force and effect) and (d) Acquisition will, inter alia, be granted certain rights to exchange from time to time all or a portion of the Units then held by Acquisition for Class A Common Stock.

     D. In connection with the transactions noted in the preceding Recital C, the parties hereto desire to amend and restate the Existing Agreement in its entirety in accordance with the terms hereof.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     The following capitalized terms shall have the following meanings when used in this Agreement:

     “Act” means the Texas Revised Limited Partnership Act, Texas Revised Civil Statutes Art. 6132a-1, as amended from time to time (or any corresponding provisions of succeeding Law).

     “Acquisition” shall have the meaning set forth in the introductory paragraph hereof.

     “Agreement” shall have the meaning set forth in the introductory paragraph hereof.

     “Additional Credit Amount” shall have the meaning set forth in Section 6.2 hereof.

     “Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     “Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

     “Amended Tax Amount” shall have the meaning set forth in Section 6.2 hereof.

     “Assignee” shall have the meaning set forth in Section 9.1 hereof.

     “Assumed Tax Rate” shall mean the highest effective marginal combined U.S. federal, state and local income tax rate for each Fiscal Year prescribed for an individual or corporation whose residence or commercial domicile is New York, New York assuming such taxpayer: (1)

had no itemized deductions or tax credits, (2) was not subject to the alternative minimum tax, the self-employment tax or other U.S. federal (or comparable state or local) income taxes not imposed under sections 1 or 11 or the Code (as defined herein), and (3) was subject to income tax only in the jurisdictions where the taxpayer resides or is commercially domiciled. For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

     “Capital Account” shall have the meaning set forth in Section 4.2 hereof.

     “Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution of the same or to which such property is subject.

     “Carrying Value” means, with respect to any asset of the Partnership, the asset’s adjusted basis for U.S. federal income tax purposes, except that the Carrying Values of all such assets shall be adjusted to equal their respective fair market values (as reasonably determined by the General Partner) in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f) or (m), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional Units by any new or existing Partner in exchange for more than a de minimis capital contribution to the Partnership, (b) the date of the distribution of more than a de minimis amount of Partnership property (other than a pro rata distribution) to a Partner or (c) the date of a grant of any additional Units to any new or existing Partner as consideration for the provision of services to or for the benefit of the Partnership; provided , that adjustments pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner in good faith determines that such adjustments are (x) necessary or appropriate to reflect the relative economic interests of the Partners or (y) required by the Regulations. The Carrying Value of any asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its gross fair market value. The Carrying Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of the asset as of the date of its contribution thereto. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits and Losses” rather than the amount of depreciation determined for U.S. federal income tax purposes.

     “Cause” shall have the meaning set forth in the Holdings Operating Agreement as the same exists on the date hereof (or as may otherwise be agreed to by the parties hereto).

     “Certificate” means the Certificate of Limited Partnership of HFF, L.P. dated as of January 24, 2000 and filed in the Office of the Secretary of State of the State of Texas, as the same has been and may be amended from time to time.

     “Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522 and is incorporated for the realization of a common goal, which should not be mainly of an economic nature.

     “Class A Common Stock” means Class A Common Stock of Publico.

     “Class A Common Stock Equivalent” means with respect to (a) each restricted or deferred stock unit held by a Voting Interest Holder, one share of Class A Common Stock, and (b) with respect to any stock option or similar right held by a Voting Interest Holder, one or more shares or fractional shares of Class A Common Stock determined in accordance with the treasury stock method (or such other method as recommended by the Operating Committee and approved by the Managing Member).

     “Class B Common Stock” means Class B Common Stock of Publico.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of subsequent superseding federal laws.

     “Compete(s)” shall have the meaning set forth in the Employment Agreement executed by the applicable Member of Holdings. In the event an Employment Agreement with respect to a Member of Holdings is not then in effect, the definition of Compete(s) as set forth in the Employment Agreement attached hereto as Exhibit D shall be deemed to be fully restated and incorporated herein as the definition of Compete(s).

     “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

     “Credit Amount” shall have the meaning set forth in Section 6.2 hereof.

     “Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 4.02 of the Act.

     “Effective Time” means the closing of the transactions noted in Recital C hereof.

     “Employment Agreement(s)” means each of those certain Amended and Restated Employment Agreements between each Member of Holdings and HFF, substantially in the form of Exhibit D hereof.

     “Exchange Act” means the United States Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, in each instance as amended and as the same may be further amended from time to time.

     “Existing Agreement” shall have the meaning set forth in Recital B hereof.

     “Final Tax Amount” shall have the meaning set forth in Section 6.2 hereof.

     “Fiscal Year” means the applicable calendar year (or, if otherwise, the applicable taxable year of the Partnership under the Code).

     “Forfeited Units” shall have the meaning set forth in Section 5.6 hereof.

     “Forfeited Units in Holdings” means all Units in Holdings which are forfeited by a Member of Holdings (a) as a result of (i) the termination or removal of any Person as a Member of Holdings for Cause, (ii) the termination of any Member of Holdings as an employee of the Partnership for Cause or (b) in the event that following any Voluntary Withdrawal of a Member of Holdings, such Person Competes or Solicits. Such Units in Holdings are only subject to forfeiture to the extent the same may not then be redeemed pursuant to the “Exchange Right” as defined in the Holdings Operating Agreement as the same exists on the date hereof (or as may be otherwise agreed to by the parties hereto).

     “General Partner” shall have the meaning set forth in the introductory paragraph hereof.

     “Gross Receipts” means all cash receipts of any kind received by the Partnership (including, without limitations, all cash received by the Partnership from (a) the operations of the Partnership or any of its Subsidiaries and/or (b) capital transactions involving the Partnership, the Subsidiaries or any assets and/or equity interests related thereto).

     “HFFS” shall have the meaning set forth in Recital C hereof.

     “Holdco” shall have the meaning set forth in the introductory paragraph hereof.

     “Holdings” shall mean HFF Holdings LLC, a Delaware limited liability company, the holder as of the Effective Time of, among other things, 100% of the membership interests in Acquisition and one share of Class B Common Stock.

     “Holdings Operating Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of HFF Holdings LLC dated as of the date hereof by and among the Members of Holdings (as such members exist as of the date hereof).

     “Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

     “Incentive Plan” means any equity incentive or similar plan pursuant to which Publico may issue shares of Class A Common Stock or other interests to one or more employees of the Partnership from time to time.

     “Involuntary Withdrawal” shall have the meaning set forth in the Holdings Operating Agreement as the same exists on the date hereof (or as may otherwise be agreed to by the parties hereto).

     “IPO” shall have the meaning set forth in Recital C hereof.

     “Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

     “Limited Partner” and “Limited Partners” shall have the applicable meaning set forth in the introductory paragraph hereof.

     “Loan Facility” shall mean, collectively, the term loan and revolving credit facility more particularly described in that certain Credit Agreement dated as of March 29, 2006 by and among the Partnership, Holdings and Bank of America, N.A., as the same may be amended, modified, supplemented, renewed, replaced and/or refinanced from time to time with Bank of America, N.A. or any other lender(s). For avoidance of doubt, Loan Facility shall include any future secured indebtedness under which the Partnership is obligated.

     “Majority in Interest of the Limited Partners” means those Limited Partners holding and voting more than 50% of the Partnership Interests. For purposes of calculating any vote of Limited Partners as set forth herein, any interest held by an Assignee which has not been admitted as a Limited Partner shall be excluded.

     “Managing Member” shall have the meaning set forth in Section 3.3(b) hereof.

     “Market Price” means on any given day on which Class A Common Stock is traded on the relevant exchange, the closing sales price of such Class A Common Stock.

     “Members of Holdings” shall mean each “Member” of Holdings, as defined in the Holdings Operating Agreement (as the same exists as of the date hereof). As of the date hereof the Members of Holdings are as set forth in the first column of Exhibit B attached hereto.

     “Net Cash Flow” means with respect to the applicable time period, the excess of Gross Receipts for such time period over the sum of all Operating Expenses and/or amounts applied to Reserves during such time period.

     “Net Taxable Income” shall have the meaning set forth in Section 6.2 hereof.

     “Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Regulations Section 1.704-2(c).

     “Operating Committee” shall have the meaning set forth in Section 3.3(b) hereof.

     “Operating Expenses” means all cash expenditures of every kind and nature which the Partnership shall pay, including, without limitation, Transaction Expenses, debt service payments, capital expenditures and audit and legal expenses.

     “Partner” and “Partners” shall have the applicable meanings set forth in the introductory paragraph hereof.

     “Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a

nonrecourse liability (as defined in Regulations Section 1.752-1(a)(2)) determined in accordance with Regulations Section 1.704-2(i)(3).

     “Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Regulations Section 1.704-2(i)(2).

     “Partnership” means Holliday Fenoglio Fowler, L.P., a Texas limited partnership.

     “Partnership Interest” of a Partner means a Partner’s entire interest in the Partnership, including, without limitation, the right to vote on, consent to, or otherwise participate in, any decision or action of or by the Partners granted pursuant to this Partnership Agreement.

     “Partnership Minimum Gain” has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

     “Percentage Interest” shall mean as of the date of determination with respect to each Partner, the percentage obtained by dividing the Units then held by such Partner by the Units then held by all Partners. The Percentage Interest of each Partner as of the date hereof is as set forth in the third column of Exhibit A attached hereto.

     “Person” means any individual, partnership, corporation, trust or other entity.

     “Profit Participation Plan” shall mean that certain Profit Participation Bonus Plan dated as of the date hereof.

     “Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 7.3 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis ( provided , that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items noted in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

     “Properties” means all real and personal properties and assets acquired by the Partnership and shall include both tangible and intangible property.

     “Regulations” shall include proposed, temporary and final regulations promulgated under the Code.

     “Reserves” means the amounts used to pay or establish reserves for future Operating Expenses and other expected and unexpected expenses of the Partnership, including reserves for taxes and insurance, debt payments, repayment of loans to Partners, capital improvements, replacements and contingencies, if any, all as reasonably determined by the General Partner.

     “Securities Act” means the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder, in each instance as amended and as the same may be further amended from time to time.

     “Solicit(s)” shall have the meaning set forth in Section 7 of the Employment Agreement executed by the applicable Member of Holdings. In the event an Employment Agreement with respect to a Member of Holdings is not then in effect, the definitions of Solicit(s) as set forth in Section 7 of the Employment Agreement attached hereto as Exhibit D shall be deemed to be fully restated and incorporated herein as the definition of Solicit(s).

     “Subsidiary(ies)” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity, are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, by such Person.

     “Super Majority Vote” shall mean a vote of sixty-five percent (65%) or more of the Voting Interests.

     “Tax Advance” shall have the meaning set forth in Section 7.5 hereof.

     “Tax Amount” shall have the meaning set forth in Section 6.2 hereof.

     “Tax Distributions” shall have the meaning set forth in Section 6.2 hereof.

     “Tax Matters Partner” shall have the meaning set forth in Section 7.6 hereof.

     “Transaction Agreement” shall have the meaning set forth in Recital C hereof.

     “Transaction Expenses” shall mean all expenses incurred by (or allocated to) the Partnership (or any of its direct or indirect equity owners) from time to time under and in accordance with the terms of the Transaction Agreement.

     “Transfer” means, in respect of any direct or indirect interest in any Unit, or any Property or other asset of the Partnership, any sale, assignment, pledge, transfer, or other disposition

thereof (specifically excluding any distributions made in accordance with the provisions of Article VI hereof and/or the applicable provisions of the constituent documents of any Partner, HFF Holdings and/or Publico), whether voluntarily or by operation of Law, including, without limitation, the exchange of any direct or indirect interest in any Unit for any other security.

     “Unit” shall mean with respect to each Partner (or assignee) the Units assigned to such Partner or Assignee, as set forth in the second column of Exhibit A , as the same may be adjusted in accordance with the terms hereof.

     “Units in Holdings” shall mean all “Units” issued to the Members in Holdings pursuant to the Holdings Operating Agreement. The Units in Holdings as of the date hereof are as set forth in the second column of Exhibit B attached hereto and are subject to adjustment in accordance with the Holdings Operating Agreement.

     “Voting Interest” shall mean as of the date of determination with respect to each Voting Right Holder, the percentage obtained by dividing the Voting Units then held by such Voting Right Holder by the Voting Units then held by all Voting Right Holders.

     “Voting Right Holder” shall mean any employee of the Partnership or HFFS with a title of Senior Managing Director or Executive Managing Director (or any other title which may hereafter be created and pursuant to which the Partners hereto shall agree to confer authority of a level at least equal to that of a Senior Managing Director).

     “Voting Units” shall mean the units representing Voting Interests which are assigned to the applicable Voting Right Holders from time to time in accordance with the terms of Section 3.3(b) hereof.

ARTICLE II
FORMATION, NAME, PURPOSES AND OFFICES

     Section 2.1. Organization . The Partners confirm and ratify the organization and formation of the Partnership as a limited partnership pursuant to the provisions of the Act for the purposes set forth in Section 2.3 below and upon the terms and conditions set forth in this Agreement.

     Section 2.2. Partnership Name . The name of the Partnership shall be Holliday Fenoglio Fowler, L.P., and all business of the Partnership shall be conducted in such name, or any other assumed name(s) designated by the General Partner.

     Section 2.3. Purposes . The purpose and business of the Partnership shall be to engage in any lawful act or activity for which limited partnerships may be formed under the Act.

     Section 2.4. Registered Office . The registered office of the Partnership in the State of Texas is 2000 Post Oak Boulevard, Suite 2000, One Post Oak Central, Houston, Texas 77056, and the name and address of the registered agent for service of process on the Partnership in the State of Texas is CT Corp., 1201 Main Street, Suite 1150, Houston, Texas 77002. The name and business address of the General Partner is Holliday GP Corp., 2000 Post Oak Boulevard, Suite 2000, One Post Oak Central, Houston, Texas 77056. The General Partner may change the

registered office of the Partnership to any other place within the State of Texas upon ten (10) days’ written notice to the Limited Partners and the preparation and filing of an amendment to the Certificate reflecting such change. The Partnership may maintain other offices at such other locations as the General Partner shall determine from time to time.

     Section 2.5. Term . The term of the Partnership commenced upon the initial filing of the Certificate and shall continue until the winding up and liquidation of the Partnership and its business following an event of dissolution as described in Section 10.2 hereof.

ARTICLE III
MANAGEMENT OF THE PARTNERSHIP

     Section 3.1. Authority of General Partner . Subject to the terms hereof, the management and control of the business and affairs of the Partnership and the Properties of the Partnership shall be exclusively vested in the General Partner who shall (subject to the terms hereof) have (a) the sole and exclusive right to manage the business of the Partnership (including, without limitation, with respect to the Partnership’s incurrence and repayment of indebtedness) and (b) all of the rights and powers which may be possessed by general partners under the Act.

     Section 3.2. Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner.

     Section 3.3. Officers; Voting Right Holders .

     (a) The General Partner may delegate its rights and authority hereunder to certain officers of the Partnership. Without limiting the foregoing, the General Partner shall have the right to (i) confer individual titles and designations to employees of the Partnership, (ii) remove such titles and designations from any such employee with or without cause, and (iii) delegate levels of authority to the holders of such titles and designations. The General Partner hereby ratifies and confirms all titles and designations (and associated authority) granted employees of the Partnership, as such titles and designations (and associated authority) existed immediately prior to the Effective Time (all pursuant to a resolution to be entered into in connection with this Agreement).

     (b) The sole rights granted to the Voting Right Holders hereunder shall be to (i) elect the “Managing Member” and “Operating Committee” of the Partnership and (ii) participate in the process of preparing the proposed Annual Operating Budget in accordance with and subject to the provisions of Section 3.5. The Partnership shall grant each Voting Right Holder one Voting Unit. Additionally, each Voting Right Holder which as of the date of determination then owns any Units in Holdings, Class A Common Stock and/or Class A Common Stock Equivalents shall be entitled to additional Voting Units determined based on the sum of (i) the product of all Units in Holdings then held by such Voting Right Holder multiplied by Acquisition’s then Percentage Interest, and (ii) the product of all Class A Common Stock and Class A Common Stock Equivalents then held by such Voting Right Holder multiplied by Holdco’s and the General Partner’s then aggregate Percentage Interest (with the Percentage Interests described in clauses (i) and (ii) above being determined assuming that each Class A Common Stock

Equivalent, if any, then held by a Voting Right Holder has been converted to a share of Class A Common Stock).

     Section 3.4. Managing Member and Operating Committee .

     (a) The Voting Right Holders shall elect the Managing Member and the Operating Committee in accordance with the terms set forth below. The sole rights and responsibilities of the Managing Member and Operating Committee hereunder shall be to (i) participate in the process of preparing the proposed Annual Operating Budget in accordance with and subject to the provisions of Section 3.5 and (ii) consult with and make non-binding recommendations to the General Partner in connection with the General Partner’s performance of its duties and obligations (and the exercise of its rights) hereunder.

     (b) (i) The Managing Member shall be a Voting Right Holder, shall be elected by Super Majority Vote and shall serve a term of two (2) years (provided that the term of the initial Managing Member shall terminate on February 5, 2009), after which the Managing Member and any other Voting Right Holder may stand for election or re-election, as the case may be, by Super Majority Vote; (ii) the initial Managing Member shall be John H. Pelusi, Jr.; and (iii) the Managing Member may be removed by a vote of 75% or more of the Voting Interests (and in any such event the replacement Managing Member shall subject to the terms hereof serve the then remaining term of such removed Managing Member).

     (c) The Operating Committee shall (i) at all times be comprised of two (2) non-voting committee members (neither of which non-voting members need be a Voting Right Holder) and eight (8) voting members (all of which voting members shall be Voting Right Holders) and (ii) be elected by a Super Majority Vote to serve a term of two (2) years (provided that the term of each initial Operating Committee member shall terminate on February 5, 2009), after which each member of the Operating Committee and any other qualified employee of the Partnership may stand for re-election or election, as the case may be, by Super Majority Vote. The initial Operating Committee shall be comprised of Nancy O. Goodson (as a non-voting member), Gregory R. Conley (as a non-voting member), John H. Pelusi, Jr., Mark D. Gibson, Joe B. Thornton, Jr., John P. Fowler, Stephen C. Conley, Scott F. McMullin, Scott Galloway and Manuel A. deZarraga. Any member of the Operating Committee is subject to removal prior to the end of his or her term by a recall Super Majority Vote and, if such removal is voted, the Voting Right Holders shall vote to replace such Operating Committee member by Super Majority Vote (and in such event the replacement Operating Committee member shall (subject to the terms hereof) serve the remaining term of the Operating Committee member so recalled).

     Section 3.5. Budget . The annual operating budget of the Partnership and its Subsidiaries, if any, (the “Annual Operating Budget”) shall be prepared by the Managing Member (or his designee) by December 1 ^st of each year for approval by the Operating Committee. The Annual Operating Budget shall be based on, inter alia , information provided to the Managing Member by the heads of each office and line of business of the Partnership and its Subsidiaries, if any, and shall set forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Partnership and its Subsidiaries, if any (including, without limitation, estimated bonuses for each office and line of business). Upon approval by the Operating Committee the same shall be submitted to the Voting Right Holders

for approval by a Super Majority Vote. If the Voting Right Holders fail to approve the Annual Operating Budget by Super Majority Vote, the same will be revised and resubmitted for approval as set forth above; this process will be followed until an Annual Operating Budget is approved by the Voting Right Holders as set forth above. Upon such approval, the Annual Operating Budget will then be submitted as a non-binding recommendation to the General Partner. The General Partner may revise in any and all respects the process by which the Annual Operating Budget is prepared at any time and from time to time in its sole discretion. The duly authorized officers of the Partnership shall have the right to incur expenses and make expenditures in accordance with the terms of the approved Annual Operating Budget.

     Section 3.6. Authority of Limited Partners . Subject to the terms hereof, no Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units (and associated Partnership Interests) do not confer any rights upon the Limited Partners to participate in the conduct, control or management of the busine