Exhibit 10.11
THE PARTNERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF
COUNSEL TO THE GENERAL PARTNER, SUCH REGISTRATION IS NOT
REQUIRED.
AMENDMENT NO. 1
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
HEP II, L.P.
This AMENDMENT NO 1 TO AGREEMENT OF LIMITED PARTNERSHIP is made and
entered into as of April 23, 1996, by and among Hit Entertainment, Inc., a
Delaware corporation (the "General Partner"), Master Glazier's Karate
International, Inc., a Delaware corporation, as the original limited partner
(the "Original Limited Partner") and United Leisure Corporation, a Delaware
corporation ("ULC"), and those other parties who from time to time may become
limited partners pursuant to the provisions of this Agreement by execution and
delivery of this Agreement or counterparts hereof (hereinafter referred to
collectively as the "Limited Partners" and referred to individually as a
"Limited Partner")
W I T N E S S E T H:
WHEREAS, the General Partner and the Original Limited Partner have
created the Partnership, and the parties hereto desire to set forth their
respective interests in and all rights, duties and obligations in and to the
Partnership, all upon the terms and conditions hereinafter set forth; and
WHEREAS, ULC desires to become a limited partner of the Partnership by
the execution and delivery hereof.
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants and promises hereinafter set forth, the parties to this Agreement of
Limited Partnership do hereby agree as follows:
1. Admission of ULC as Limited Partner; Capital Contribution. By its
execution and delivery of this Agreement, ULC shall become a Limited Partner of
the Partnership and
hereby makes a capital contribution to the Partnership in the total amount of
$1,500,000, thereby becoming the owner of 60 Units
2. Section 8.1 of the Agreement of Limited Partnership of the
Partnership is hereby amended to read in its entirety as follows
"8.1 CAPITAL ACCOUNTS. A Capital Account shall be determined
and maintained for each Partner. Interest equal to seven percent (7%)
per annum shall be payable on a quarterly basis on the Capital Accounts
of the Partners The General Partner shall maintain a minimum balance in
its Capital Account equal to one percent of the total positive balance
of all Capital Accounts maintained for the Partners."
2
IN WITNESS WHEREOF, the undersigned parties have hereunto set their
hands as of the day and year first above written.
GENERAL PARTNER
HIT ENTERTAINMENT, INC.
By /s/ Brian Shuster
-----------------------------
Brian Shuster
Its President
LIMITED PARTNERS
UNITED LEISURE CORPORATION
By /s/ Harry Shuster
---------------------------------
Harry Shuster
Chairman of the Board,
President and Chief
Executive Officer
ORIGINAL LIMITED PARTNER
MASTER GLAZIER'S KARATE
INTERNATIONAL, INC.
By /s/ Mark Glazier
--------------------------------
Mark Glazier
Its President
3
APPENDIX A
TO THE
AMENDMENT NO. 1
OF
AGREEMENT OF LIMITED PARTNERSHIP
OF
HEP II, L.P.
GENERAL PARTNER
Name Mailing Address
- ----------------------------- -------------------------------
Hit Entertainment, Inc. 1200 AmSouth/Harbert Plaza
Birmingham, Alabama 35203
LIMITED PARTNERS
Social Security
or
Number Taxpayer
Mailing Capital of Identification
Name Addresss Contribution Units Number
- ------------------------ ---------------------------- --------------- -------- ----------------
Master Glazier's Karate 570 Broad Street $1,500,000 60 22-3234110
International, Inc. Suite 12
Elizabeth, New Jersey 07202
United Leisure 8800 Irvine Center Drive $1,500,000 60 13-2652243
Corporation Irvine, California 92718
A-1