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AMENDMENT TO THE CAPITAL SOURCE L.P.
LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement of Capital Source L.P., a Delaware
limited partnership (the "Partnership"), by and between Hutton Insured Mortgage
Equities, Inc., a Delaware corporation, TIG Insured Mortgage Equities, Inc., a
Delaware Corporation, and H/T Corp., a Delaware corporation dated March 24,
1986, is hereby amended as follows:
WHEREAS, the general partners of the Partnership (the "General
Partners") have changed their corporate names; and
WHEREAS, the General Partners have determined it to be in the best
interests of the Partnership to amend the Limited Partnership Agreement pursuant
to Section 12.02(b) as stated below.
W I T N E S S E T H
1. The General Partners of the Partnership are Insured Mortgage
Equities, Inc. and America First Capital Source I L.L.C.
2. Sections 7.01 and 7.02 of the Limited Partnership Agreement
are amended as follows:
The first sentence of Sections 7.01 and 7.02, which both currently read
"The Units shall be evidenced by Beneficial Ownership Certificates
which shall be issued in registered form only," shall be deleted and
replaced with the following sentence: "Ownership of the Units shall be
evidenced solely by the books and records of the Partnership."
3. Section 10.01 of the Limited Partnership Agreement is amended
as follows:
The first sentence of Section 10.01(b), which currently reads "Notice
of any meeting to be held pursuant to Section 10.01(a) shall be given
not less than 10 days nor more than 60 days before the date of the
meeting to each Limited Partner and Unit holder at his record address,
or at such other address which he may have furnished in writing to the
General Partners," shall be deleted and replaced with the following
sentence: "Notice of any meeting to be held pursuant to Section
10.01(a) shall be given not less than 10 days nor more than a number
of days in the General Partners' reasonable discretion before the
date of the meeting to each Limited Partner and Unit holder
at his record address, or at such other address which he may have
furnished in writing to the General Partners."
The last sentence of Section 10.01(c), which currently reads "Such date
shall not be more than 60 days nor less than 10 days before any such
meeting or submission of a matter to the Limited Partners and Unit
holders for a vote by written Consent," shall be deleted
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and replaced with the following sentence: "Such date shall not be more
than a number of days in the General Partners' reasonable discretion
nor less than 10 days before any such meeting or submission of a
matter to the Limited Partners and Unit holders for a vote by written
Consent."
IN WITNESS WHEREOF, the undersigned have set their hand, as of the 15th
day of June, 2000.
America First Capital Source I L.L.C., as
general partner
By: /s/ MICHAEL THESING
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Michael Thesing, Vice President
Insured Mortgage Equities, Inc., as general
partner
By: /s/ MICHAEL THESING
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Michael Thesing, Vice President
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