AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF McNEIL REAL ESTATE FUND XXIV, L.P. This Amendment No. 1 ("Amendment") to the Amended and Restated Limited --------- Partnership Agreement of McNeil Real Estate Fund XXIV, L.P., a California limited partnership (the "Partnership"), dated as of the 30th day of March, 1992 ----------- (the "Partnership Agreement"), is made as of the date hereinafter set forth by ---------------------- and among McNeil Partners, L.P., a Delaware limited partnership, as general partner (the "General Partner") and the limited partners of the Partnership (the --------------- "Limited Partners"). Capitalized terms not otherwise defined herein shall have ----------------- the meanings ascribed to them in the Partnership Agreement. RECITALS WHEREAS, the General Partner and the Limited Partners entered into the Partnership Agreement as of the Restructuring Date following the approval by the Limited Partners of a restructuring of the Partnership; and WHEREAS, pursuant to Paragraph 16.7 of the Partnership Agreement, the General Partner has the authority to amend the Partnership Agreement without the consent of the Limited Partners to cure an ambiguity or correct or supplement an inconsistency in the Partnership Agreement; and WHEREAS, the General Partner desires to amend the Partnership Agreement to cure and correct an ambiguity/inconsistency with respect to distributions; and WHEREAS, pursuant to the authority granted to the General Partner in Paragraphs 16.7 and 21 of the Partnership Agreement, the General Partner, on behalf of all Partners, is permitted to make this Amendment, without the consent of the Limited Partners; NOW, THEREFORE, the Partnership Agreement is hereby amended as follows: 1. Paragraphs 2.1.7 and 2.1.14 are hereby amended and restated in their entirety as follows: "2.1.7. "Cash Flow" for any year shall mean the excess of cash receipts from all sources (other than cash receipts from Partnership Advances and from any Sale or Refinancing) over the sum of (A) cash disbursements, including cash disbursements for (i) capital improvements, (ii) unscheduled principal reductions and balloon payments and payments upon maturity of any mortgage notes payable, and (iii) repayment of Partnership Advances and (B) an allowance for reserves as determined in the discretion of the General Partner. 2.1.14. "Distributable Cash" shall mean for any year an amount equal to the sum of (i) the Partnership's cash balance at the beginning of the year, (ii) Cash Flow and (iii) Cash From Sales or Refinancing." 2. This Amendment shall be effective as of the Restructuring Date. 3. Except as modified by this Amendment, the Partnership Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the ___ day of June, 1995. GENERAL PARTNER: LIMITED PARTNERS: McNEIL PARTNERS, L.P. All Limited Partners pursuant to Powers of Attorney and By: McNEIL INVESTORS, INC., authorization granted and its general partner delivered to the General Partner pursuant to Paragraph 21 By: /s/ Donald K. Reed of the Partnership Agreement --------------------------- Name: Donald K. Reed Title: President By: McNEIL PARTNERS, L.P. By: McNEIL INVESTORS, INC., its general partner By: /s/ Donald K. Reed ----------------------------- Name: Donald K. Reed Title: President