AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
McNEIL REAL ESTATE FUND XXV, L.P.
This Amendment No. 1 ("Amendment") to the Amended and Restated Limited
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Partnership Agreement of McNeil Real Estate Fund XXV, L.P., a California limited
partnership (the "Partnership"), dated as of the 26th day of March, 1992 (the
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"Partnership Agreement"), is made as of the date hereinafter set forth by and
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among McNeil Partners, L.P., a Delaware limited partnership, as general partner
(the "General Partner") and the limited partners of the Partnership (the
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"Limited Partners"). Capitalized terms not otherwise defined herein shall have
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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 to make any other provision in
the Partnership Agreement which is not inconsistent with 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
to add a definition of "Distributable Cash," a term which is used but not
defined in the Partnership Agreement; 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. Paragraph 2.1.7 is hereby amended and restated in its 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. A new Paragraph 2.1.13(a) shall be inserted in between Paragraphs
2.1.13 and 2.1.14 and shall read in its entirety:
"2.1.13(a). "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."
3. This Amendment shall be effective as of the Restructuring Date.
4. 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 of the
By: /s/ Donald K. Reed Partnership Agreement
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Name: Donald K. Reed
Title: President By: McNEIL PARTNERS, L.P.
By: McNEIL INVESTORS, INC.,
its general partner
By: /s/ Donald K. Reed
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Name: Donald K. Reed
Title: President