SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 23, 1998
-------------
PaineWebber Income Properties Five Limited Partnership
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 2-91537 04-2780287
- --------------------------------------------------------------------------------
(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
--------------
(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
ITEM 5 - Other Events
CARRIAGE HILL VILLAGE APARTMENTS, Randallstown, Maryland
Event Date - June 23, 1998
On June 23, 1998, PaineWebber Income Properties Five Limited Partnership
(the "Partnership") and its original co-venture partner, JBG/Carriage Hill
Village Limited Partnership, purchased the 50% interest of its other co-venture
partner, Signature Carriage Hill Village Apartments Limited Partnership
("Signature"), in the Randallstown Carriage Hill Associates Joint Venture (the
"Joint Venture"). The Partnership had held a 40% interest and the original
co-venture partner had held a 10% interest in the Joint Venture prior to this
transaction. After the purchase, the Partnership holds an 80% interest and the
original co-venture partner holds a 20% interest.
On March 19, 1998, the Partnership was notified by Signature that it would
be exercising the "buy/sell" provision in the Joint Venture agreement. Under the
terms of this provision, this co-venturer, which was admitted to the Joint
Venture as part of a 1988 restructuring transaction, had to propose a price at
which it would either purchase the other partners' interests in the Venture or
agree to the sale of its interest in the Venture to the other partners. The
Partnership and its original co-venture partner in the Carriage Hill Joint
Venture had 45 days to decide whether to sell their interests to the exercising
partner or acquire the interest of the exercising partner at the specified gross
sale price for the Venture's assets of approximately $33.3 million. At an
equivalent gross sale price of $33.3 million, the net proceeds to the
Partnership for the sale of its interest would have been approximately $700,000
after repayment of the outstanding first mortgage debt of $27.4 million, the
exercising partner's preferred investment return of approximately $5 million and
the original co-venturer's share of the proceeds of $200,000. After a thorough
review and analysis, the Partnership and the original co-venturer notified the
exercising partner on May 1, 1998 of their decision to buy its interest for
approximately $5 million in cash and put up a $300,000 deposit in connection
with the pending transaction in accordance with the terms of the Joint Venture
agreement. The Partnership obtained its 80% share of the needed $5 million by
executing a $4 million demand note to PaineWebber Capital, Inc., an affiliate of
the Managing General Partner of the Partnership. The note bears interest at a
rate of 6.56% per annum. The loan proceeds will be repaid upon the earlier to
occur of the sale of the Greenbrier Apartments, which is also owned by the
Partnership and is currently under contract at a price which will generate
sufficient proceeds to repay the loan, or the sale of the Carriage Hill
Apartments. Now that the Partnership and the original co-venturer have completed
the acquisition of the other partner's interest, the parties expect to explore
the potential for a possible near-term sale of the Carriage Hill property to a
third-party. Management believes that such a sale will result in a gross sale
price of greater than $33.3 million.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) Assignment and Third Amendment to Amended and Restated General
Partnership Agreement of Randallstown Carriage Hill Associates by
and among Signature Carriage Hill Village Apartments Limited
Partnership, JBG/Carriage Hill Village Limited Partnership and
PaineWebber Income Properties Five Limited Partnership, dated June
23, 1998.
(2) Fourth Amendment to Amended and Restated General Partnership
Agreement of Randallstown Carriage Hill Associates by and among
JBG/Carriage Hill Village Limited Partnership and PaineWebber Income
Properties Five Limited Partnership, dated June 23, 1998.
(3) Assignment and First Amendment to Operating Agreement of Signature
Partners, L.L.C. by and among Signature Carriage Hill Village
Apartments Limited Partnership, JBG/Carriage Hill Village Limited
Partnership and PaineWebber Income Properties Five Limited
Partnership, dated June 23, 1998.
(4) Second Amendment to Operating Agreement of Signature Partners,
L.L.C. by and among JBG/Carriage Hill Village Limited Partnership
and PaineWebber Income Properties Five Limited Partnership, dated
June 23, 1998.
(5) Indemnity Assumption and Release Agreement by and among Signature
Carriage Hill Village Apartments Limited Partnership, JBG/Carriage
Hill Village Limited Partnership and PaineWebber Income Properties
Five Limited Partnership, dated June 23, 1998.
(6) Third Amendment to Management Agreement by and among Signature
Carriage Hill Village Apartments Limited Partnership, JBG/Carriage
Hill Village Limited Partnership and PaineWebber Income Properties
Five Limited Partnership, dated June 23, 1998.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
(Registrant)
By: /s/ Walter V. Arnold
---------------------
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: July 2, 1998
<PAGE>
ASSIGNMENT
AND
THIRD AMENDMENT
TO
AMENDED AND RESTATED
GENERAL PARTNERSHIP AGREEMENT
OF
RANDALLSTOWN CARRIAGE HILL ASSOCIATES
THIS ASSIGNMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED GENERAL
PARTNERSHIP AGREEMENT OF RANDALLSTOWN CARRIAGE HILL ASSOCIATES (this "Assignment
and Third Amendment") is made and entered into effective for all purposes and in
all respects as of the 23rd day of June, 1998 (the "Effective Date"), by and
among the undersigned parties.
WHEREAS, the parties hereto heretofore formed a general partnership, known
as Randallstown Carriage Hill Associates (the "Partnership");
WHEREAS, in connection with the formation of the Partnership the parties
executed that certain Amended and Restated General Partnership Agreement, made
as of July 8, 1988 by and among Signature, JBG and PW (as subsequently amended,
the "Agreement");
WHEREAS, the parties entered into that certain First Amendment to
Randallstown Carriage Hill Associates Amended and Restated General
Partnership Agreement made as of July 8, 1988;
WHEREAS, the parties entered into that certain Second Amendment to
Randallstown Carriage Hill Associates Amended and Restated General
Partnership Agreement made as of May 31, 1995;
WHEREAS, Signature is the legal and beneficial owner of a fifty percent
(50%) general partner interest (the "Partnership Interest") in the Partnership;
WHEREAS, Signature desires to withdraw from the Partnership and to
assign its Partnership Interest to JBG and PW;
WHEREAS, Signature desires to assign a ten percent (10%) interest in the
Partnership to JBG and a forty percent (40%) interest in the Partnership to PW;
WHEREAS, JBG and PW desire to accept, acknowledge, ratify and consent to
the withdrawal of Signature and the assignment of Signature's Partnership
Interest as provided above;
WHEREAS, the parties have obtained all necessary consents and taken all
actions necessary to effect a valid transfer of the Partnership Interest
including but not limited to receiving the consent of the U.S. Department of
Housing and Urban Development which consented to this transfer by letter dated
June 19, 1998;
WHEREAS, the parties hereto desire to set forth herein the terms and
conditions of their agreements and understandings with respect to the foregoing
and certain other matters.
NOW, THEREFORE, in consideration of the payment by JBG and PW to Signature
of the sum of FOUR MILLION, NINE HUNDRED SEVEN THOUSAND, EIGHT HUNDRED FIVE AND
31/100 DOLLARS ($4,907,805.31), of the mutual promises of the parties contained
herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending legally to be
bound, hereby covenant and agree as follows:
1. A. The preamble hereto is incorporated herein and, by this reference, made
a substantive part hereof.
B. All capitalized terms and phrases not expressly defined herein shall
have the meanings ascribed to them in the Agreement.
2. A. As of the effective date of this Assignment and Third Amendment,
Signature hereby withdraws from the Partnership.
B. The undersigned Partners hereby accept, acknowledge, ratify and consent
to the withdrawal of Signature.
C. Signature hereby assigns and transfers unto JBG and PW, and JBG and PW
hereby accept, Signature's legal and beneficial right, title and interest
in and to the Partnership Interest in the percentage amounts specified
above.
3. Signature represents and warrants to JBG and PW that Signature is the legal
and beneficial owner of the Partnership Interest, free and clear of any
options, contracts, commitments, demands, liens, charges, claims, security
interests or encumbrances whatsoever (other than the Agreement), and that
it has the full, absolute and entire power and legal right to execute,
deliver and perform this Assignment and Third Amendment.
4. JBG and PW, respectively, represent and warrant to Signature that each has
the full, absolute and entire power and legal right to execute, deliver and
perform this Assignment and Third Amendment.
5. The parties hereto hereby covenant and agree that any of them shall at any
time subsequent to the date hereof, and upon the request of any other
party, transfer, execute and deliver any and all documents (including,
without limitation, any amendments to the Agreement) reasonably required in
accordance with the agreements of the parties set forth herein in order to
effectuate this Assignment and Third Amendment.
6. From and after the Effective Date, JBG and PW, jointly and severally,
together with their successors and assigns, shall defend, indemnify and
hold harmless Signature, its officers, directors, owners, agents and
employees, against and from any and all actions, suits, claims, demands,
liabilities, losses, damages, obligations, costs and expenses (including
court costs and attorneys' fees) arising from or in any way connected to
the operation or the business of the Partnership.
7. Exhibit A of the Agreement is hereby deleted in its entirety and Exhibit A
attached hereto is hereby substituted in lieu thereof.
8. To the extent, if any, that any provision of this Assignment and Third
Amendment conflicts with or differs from any provision of the Agreement,
such provision of this Assignment and Third Amendment shall prevail and
govern for all purposes and in all respects.
9. Except as modified hereby or as required to be consistent herewith, the
Agreement and each of its terms and provisions are hereby ratified and
confirmed for all purposes and in all respects.
10. This Assignment and Third Amendment may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.
11. Signature shall in no way be liable for any expense incurred in preparing
and filing for record any amendment of the Agreement or of any mortgage,
financing statement or other document necessitated by the withdrawal of
Signature as a partner of the Partnership and/or Signature's assignment of
the Partnership Interest hereunder; provided, however, that each party
shall bear the expenses of its own legal and accounting fees.
12. This Assignment and Third Amendment shall be construed and enforced in
accordance with the laws of the State of Maryland.
[Signatures appear on next page.]
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their
signatures and seals as of the day and year first above written.
WITHDRAWING PARTNER:
SIGNATURE CARRIAGE HILL VILLAGE
WITNESS/ATTEST APARTMENTS LIMITED PARTNERSHIP
By: Signature-CHV, Inc., General Partner
___________________________ By: /s/ Joseph J. Fonte (SEAL)
-------------------
Name: Joseph J. Fonte
Title: President
REMAINING PARTNERS:
-------------------
PAINE WEBBER INCOME PROPERTIES FIVE
WITNESS/ATTEST LIMITED PARTNERSHIP
By: Fifth Income Properties Fund, Inc.,
Managing General Partner
___________________________ By: /s/ Rock M. D'Errico (SEAL)
--------------------
Name: Rock M. D'Errico
Title: Vice President
JBG/CARRIAGE HILL VILLAGE LIMITED
PARTNERSHIP
By: JBG Real Estate Associates IV, Inc.,
General Partner
___________________________ By: /s/ Michael J. Glosserman (SEAL)
-------------------------
Name: Michael J. Glosserman
Title: President
<PAGE>
EXHIBIT A
PARTNERSHIP INTERESTS
Partner Name and Capital Percentage of
Address Contribution Partnership Interest
------- ------------ --------------------
JBG/Carriage Hill Village
Limited Partnership
1250 Connecticut Avenue, N.W.,
Suite 500
Washington, DC 20036 20%
Paine Webber Income Properties
Five Limited Partnership
265 Franklin Street
Boston, MA 02110 80%
<PAGE>
FOURTH AMENDMENT
TO
AMENDED AND RESTATED
GENERAL PARTNERSHIP AGREEMENT
OF
RANDALLSTOWN CARRIAGE HILL ASSOCIATES
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED GENERAL PARTNERSHIP
AGREEMENT OF RANDALLSTOWN CARRIAGE HILL ASSOCIATES (this "Amendment") is made
and entered into effective for all purposes and in all respects as of the 23rd
day of June, 1998 (the "Effective Date"), by and among the undersigned parties.
WHEREAS, the parties hereto heretofore formed a general partnership, known
as Randallstown Carriage Hill Associates (the "Partnership");
WHEREAS, in connection with the formation of the Partnership the parties
executed that certain Amended and Restated General Partnership Agreement, made
as of July 8, 1988 by and among Signature, JBG and PW (as subsequently amended,
the "Agreement");
WHEREAS, the parties entered into that certain First Amendment to
Randallstown Carriage Hill Associates Amended and Restated General
Partnership Agreement made as of July 8, 1988;
WHEREAS, the parties entered into that certain Second Amendment to
Randallstown Carriage Hill Associates Amended and Restated General
Partnership Agreement made as of May 31, 1995;
WHEREAS, the parties entered into that certain Third Amendment to
Randallstown Carriage Hill Associates Amended and Restated General
Partnership Agreement made as of June 23, 1998;
WHEREAS, the parties desire to further amend the Agreement as provided
herein to appoint PW as the Managing General Partner of the Partnership;
WHEREAS, the parties hereto desire to set forth herein the terms and
conditions of their agreements and understandings with respect to the foregoing
and certain other matters.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
of the parties contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending legally to be bound, hereby covenant and agree as follows:
1. A. The preamble hereto is incorporated herein and, by this
reference, made a substantive part hereof.
B. All capitalized terms and phrases not expressly defined herein
shall have the meanings ascribed to them in the Agreement.
2. A. Section 3.1B of the Agreement is hereby deleted in its entirety and
replaced by the following:
B. PW is hereby designated
as Managing General
Partner.
B. Section 3.1 of the Agreement is further modified hereby by
removing all references to Signature and replacing them with PW.
C. Section 3.1 of the Agreement is further modified by removing all
references to JBG/PW and replacing them with JBG.
D. Section 3.6 of the Agreement relating to "Major Decisions" is
hereby amended by removing all references to JBG/PW and replacing them with JBG.
All references to Signature are hereby removed and replaced with PW.
3. To the extent, if any, that any provision of this Amendment conflicts
with or differs from any provision of the Agreement, such provision of this
Amendment shall prevail and govern for all purposes and in all respects.
4. Except as modified hereby or as required to be consistent herewith, the
Agreement and each of its terms and provisions are hereby ratified and confirmed
for all purposes and in all respects.
5. This Amendment may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute the same
instrument.
6. This Amendment shall be construed and enforced in accordance with the
laws of the State of Maryland.
[Signatures appear on next page.]
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their
signatures and seals as of the day and year first above written.
GENERAL PARTNERS:
PAINE WEBBER INCOME PROPERTIES FIVE
WITNESS/ATTEST LIMITED PARTNERSHIP
By: Fifth Income Properties Fund, Inc.,
Managing General Partner
___________________________ By: /s/ Rock M. D'Errico (SEAL)
--------------------
Name: Rock M. D'Errico
Title: Vice President
JBG/CARRIAGE HILL VILLAGE LIMITED
PARTNERSHIP
By: JBG Real Estate Associates IV, Inc.,
General Partner
___________________________ By: /s/ Michael J. Glosserman (SEAL)
-------------------------------
Name: Michael J. Glosserman
Title:
<PAGE>
ASSIGNMENT
AND
FIRST AMENDMENT
TO
OPERATING AGREEMENT
OF
SIGNATURE PARTNERS, L.L.C.
THIS ASSIGNMENT AND FIRST AMENDMENT TO OPERATING AGREEMENT OF SIGNATURE
PARTNERS, L.L.C (this "Assignment and First Amendment") is made and entered into
effective for all purposes and in all respects as of the 23rd day of June, 1998
(the "Effective Date"), by and among the undersigned parties.
WHEREAS, the parties hereto heretofore formed a limited liability company
under the laws of the State of Maryland, known as SIGNATURE PARTNERS, L.L.C.
(the "LLC");
WHEREAS, in connection with the formation of the LLC the parties executed
that certain Operating Agreement of Signature Partners, L.L.C., made as of
February 20, 1998 by and among Signature, JBG and PW
( the "Agreement");
WHEREAS, Signature is the legal and beneficial owner of a fifty percent
(50%) membership interest ("Seller's Interest") in the LLC;
WHEREAS, Signature desires to withdraw from the LLC and to assign Seller's
Interest in the LLC to JBG and PW;
WHEREAS, Signature desires to assign a ten percent (10%) interest in the
LLC to JBG and a forty percent (40%) interest in the LLC to PW;
WHEREAS, JBG and PW desire to accept, acknowledge, ratify and consent to
the withdrawal of Signature and the assignment of Seller's Interest as provided
above;
WHEREAS, the parties hereto desire to set forth herein the terms and
conditions of their agreements and understandings with respect to the foregoing
and certain other matters.
NOW, THEREFORE, in consideration of the payment by JBG and PW to Signature
of the sum of ONE HUNDRED FIFTY ONE THOUSAND, SEVEN HUNDRED EIGHTY-SEVEN AND
71/100 DOLLARS ($151,787.79), of the mutual promises of the parties contained
herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending legally to be
bound, hereby covenant and agree as follows:
1. A. The preamble hereto is incorporated herein and, by this reference,
made a substantive part hereof.
B. All capitalized terms and phrases not expressly defined herein shall
have the meanings ascribed to them in the Agreement.
2. A. As of the effective date of this Assignment and First Amendment,
Signature hereby withdraws from the L.L.C.
B. The undersigned Members hereby accept, acknowledge, ratify and consent
to the withdrawal of Signature.
C. Signature hereby assigns and transfers unto JBG and PW, and JBG and PW
hereby accept, Signature's legal and beneficial right, title and interest
in and to Seller's Interest in the percentage amounts specified above.
3. Signature represents and warrants to JBG and PW that Signature is the
legal and beneficial owner of Seller's Interest, free and clear of any
options, contracts, commitments, demands, liens, charges, claims, security
interests or encumbrances whatsoever (other than the Agreement), and that
it has the full, absolute and entire power and legal right to execute,
deliver and perform this Assignment and First Amendment.
4. JBG and PW, respectively, represent and warrant to Signature that each has
the full, absolute and entire power and legal right to execute, deliver
and perform this Assignment and First Amendment.
5. The parties hereto hereby covenant and agree that any of them shall at any
time subsequent to the date hereof, and upon the request of any other
party, transfer, execute and deliver any and all documents (including,
without limitation, any amendments to the Agreement) reasonably required
in accordance with the agreements of the parties set forth herein in order
to effectuate this Assignment and First Amendment.
6. From and after the Effective Date, JBG and PW, jointly and severally,
together with their successors and assigns, shall defend, indemnify and
hold harmless Signature, its officers, directors, owners, agents and
employees, against and from any and all actions, suits, claims, demands,
liabilities, losses, damages, obligations, costs and expenses (including
court costs and attorneys' fees) arising from or in any way connected to
the operation or the business of the LLC.
7. Exhibit A of the Agreement is hereby deleted in its entirety and Exhibit A
attached hereto is hereby substituted in lieu thereof.
8. To the extent, if any, that any provision of this Assignment and First
Amendment conflicts with or differs from any provision of the Agreement,
such provision of this Assignment and First Amendment shall prevail and
govern for all purposes and in all respects.
9. Except as modified hereby or as required to be consistent herewith, the
Agreement and each of its terms and provisions are hereby ratified and
confirmed for all purposes and in all respects.
10. This Assignment and First Amendment may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.
11. Signature shall in no way be liable for any expense incurred, if any, in
preparing and filing for record any amendment of the Agreement or of any
mortgage, financing statement or other document necessitated by the
withdrawal of Signature as a member of the LLC and/or Signature's
assignment of the Seller's Interests hereunder; provided, however, that
each party shall bear the expenses of its own legal and accounting fees.
12. This Assignment and First Amendment shall be construed and enforced in
accordance with the laws of the State of Maryland.
[Signatures appear on next page.]
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their
signatures and seals as of the day and year first above written.
WITHDRAWING MEMBER:
SIGNATURE CARRIAGE HILL VILLAGE
APARTMENTS LIMITED PARTNERSHIP
WITNESS/ATTEST
By: SIGNATURE-CHV, INC.,
General Partner
___________________________ By: /s/ Joseph J. Fonte (SEAL)
-------------------
Name: Joseph J. Fonte
Title: President
REMAINING MEMBERS:
PAINE WEBBER INCOME PROPERTIES FIVE
WITNESS/ATTEST LIMITED PARTNERSHIP
By: FIFTH INCOME PROPERTIES FUND, INC.,
Managing General Partner
___________________________ By: /s/ Rock M. D'Errico (SEAL)
--------------------
Name: Rock M. D'Errico
Title: Vice President
JBG/CARRIAGE HILL VILLAGE LIMITED
PARTNERSHIP
By: JBG REAL ESTATE ASSOCIATES IV,
INC., General Partner
___________________________ By: /s/ Michael J. Glosserman (SEAL)
-------------------------
Name: Michael J. Glosserman
Title: President
<PAGE>
EXHIBIT A
PARTNERSHIP INTERESTS
Partner Name and Capital Percentage of
Address Contribution Partnership Interest
------- ------------ --------------------
JBG/Carriage Hill Village
Limited Partnership
1250 Connecticut Avenue, N.W.,
Suite 500
Washington, DC 20036 20%
Paine Webber Income Properties
Five Limited Partnership
265 Franklin Street
Boston, MA 02110 80%
<PAGE>
SECOND AMENDMENT
TO
OPERATING AGREEMENT
OF
SIGNATURE PARTNERS, L.L.C.
THIS SECOND AMENDMENT TO OPERATING AGREEMENT OF SIGNATURE PARTNERS,
L.L.C.(this "Amendment") is made and entered into effective for all purposes and
in all respects as of the 23rd day of June, 1998 (the "Effective Date"), by and
among the undersigned parties.
WHEREAS, the parties hereto heretofore formed a limited liability company
under the laws of the State of Maryland, known as SIGNATURE PARTNERS, L.L.C.
(the "LLC");
WHEREAS, in connection with the formation of the LLC the parties executed
that certain Operating Agreement of Signature Partners, L.L.C., made as of
February 20, 1998 by and among Signature, JBG and PW (the "Agreement");
WHEREAS, the parties entered into that certain First Amendment to
Operating Agreement of Signature Partners, L.L.C. with an effective date of even
date herewith;
WHEREAS, the parties desire to further amend the Agreement as provided
herein;
WHEREAS, the parties hereto desire to set forth herein the terms and
conditions of their agreements and understandings with respect to the foregoing
and certain other matters.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
of the parties contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending legally to be bound, hereby covenant and agree as follows:
1. A. The preamble hereto is incorporated herein and, by this
reference, made a substantive part hereof.
B. All capitalized terms and phrases not expressly defined herein
shall have the meanings ascribed to them in the Agreement.
2. A. The first sentence of Section 10.1(A) of the Agreement is hereby
deleted in its entirety and replaced by the following:
The Members hereby appoint PW to act as the Operating Manager of the
Company.
B. Section 6.6 of the Agreement relating to ABuy-Sell is further
modified hereby by removing all references to Signature and replacing them with
PW.
C. Section 6.6 of the Agreement relating to ABuy-Sell is further
modified by removing all references to JBG/PW and replacing them with JBG.
D. Section 10.2 of the Agreement relating to AMajor Decisions is
hereby amended by removing all references to JBG/PW and replacing them with JBG.
All references to Signature are hereby removed and replaced with PW.
E. The last sentence of Section 5.1 of the Agreement is hereby
deleted.
3. To the extent, if any, that any provision of this Amendment conflicts
with or differs from any provision of the Agreement, such provision of this
Amendment shall prevail and govern for all purposes and in all respects.
4. Except as modified hereby or as required to be consistent herewith, the
Agreement and each of its terms and provisions are hereby ratified and confirmed
for all purposes and in all respects.
5. This Amendment may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute the same
instrument.
6. This Amendment shall be construed and enforced in accordance with the
laws of the State of Maryland.
[Signatures appear on next page.]
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their
signatures and seals as of the day and year first above written.
PAINE WEBBER INCOME PROPERTIES FIVE
WITNESS/ATTEST LIMITED PARTNERSHIP
By: FIFTH INCOME PROPERTIES FUND, INC.,
Managing General Partner
___________________________ By: /s/ Rock M. D'Errico (SEAL)
--------------------
Name: Rock M. D'Errico
Title: Vice President
JBG/CARRIAGE HILL VILLAGE LIMITED
PARTNERSHIP
By: JBG REAL ESTATE ASSOCIATES IV,
INC., General Partner
___________________________ By: /s/ Michael J. Glosserman (SEAL)
-------------------------
Name: Michael J. Glosserman
Title: President
<PAGE>
INDEMNITY, ASSUMPTION AND RELEASE AGREEMENT
THIS INDEMNITY, ASSUMPTION AND RELEASE AGREEMENT is entered into as of
June 23, 1998 by and among Signature Carriage Hill Village Apartments Limited
Partnership ("Signature"), Paine Webber Income Properties Five Limited
Partnership ("PW") and JBG/ Carriage Hill Village Limited Partnership ("JBG").
W I T N E S S E T H:
WHEREAS, Signature, JBG and PW constituted all of the members of
Randallstown Carriage Hill Associates (the APartnership@) pursuant to the terms
of that certain Amended and Restated General Partnership Agreement of
Randallstown Carriage Hill Associates dated as of July 8, 1988, as amended by
that certain First Amendment dated as of July 8, 1988 and that certain Second
Amendment dated as of May 31, 1995 (the APartnership Agreement@).
WHEREAS, Signature, JBG and PW constituted all of the members of
Signature Partners, L.L.C. (the ALLC@) pursuant to the terms of that certain
Operating Agreement of Signature Partners, L.L.C. (the AOperating Agreement@);
WHEREAS, pursuant to the terms of the Operating Agreement, Signature has
agreed to sell and PW and JBG have agreed to purchase Signatures= interests in
the Partnership and the LLC (collectively, ASignature=s Interests@);
WHEREAS, as required by the terms of the Operating Agreement, JBG and PW
must indemnify Signature from any claims made pursuant to any guaranties or
other financial undertakings for obligations of the Partnership and the LLC;
WHEREAS, as required by the terms of the Operating Agreement, JBG, PW and
Signature must release each other from any activities relating to the activities
of the LLC and the Partnership arising prior to the date hereof;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. JBG and PW hereby agree to protect, defend, indemnify and hold
Signature, its officers, directors, owners, agents and employees, and
Signature=s affiliates, including without limitation, Signature Management
Services, Inc. harmless from any liability arising out of or relating to the
Seller's Recourse Liabilities set forth on Exhibit A hereto which arise or
relate to periods after the date hereof.
2. Signature hereby releases PW, JBG, the Partnership and the LLC, their
respective officers, directors, owners, agents, employees and affiliates from
any claims for damages or otherwise relating to any and all acts and or conduct
relating to the LLC or the Partnership occurring or performed during the term of
the Partnership or the LLC prior to the date hereof other than those claims that
arise from the gross negligence, willful misconduct or malfeasance of PW, JBG,
the Partnership, the LLC or their respective officers, directors, owners,
agents, employees and affiliates.
3. PW and JBG on their own account and on behalf of the Partnership and
the LLC, hereby release Signature and its officers, directors, owners, agents,
employees and affiliates (other than Signature Management Services, Inc.)
(collectively, the ASignature Entities@) from any claims for damages or
otherwise relating to any and all acts and or conduct relating to the LLC or the
Partnership occurring or performed during the term of the Partnership or the LLC
prior to the date hereof other than those claims that arise from the gross
negligence, willful misconduct or malfeasance of Signature or the Signature
Entities.
4. Nothing contained herein shall abrogate the responsibility of the
Partnership and the LLC, if any, to indemnify Signature or the Signature
Entities for actions taken as the Operating Manager of the LLC or the Managing
Partner of the Partnership, as applicable and as more fully specified in the
Partnership Agreement and the Operating Agreement.
5. Nothing contained herein shall abrogate the responsibilities of the
Partnership and Signature Management Services, Inc. to indemnify each other
retrospectively or prospectively, in accordance with the provisions of that
certain Management Agreement dated July 8, 1988, as amended.
6. Nothing contained herein shall abrogate the responsibilities of the
parties to indemnify each other or to perform in accordance with the terms and
provisions of: (i) the Assignment and Third Amendment to Amended and Restated
General Partnership Agreement of Randallstown Carriage Hill Associates of even
date herewith; (ii) the Assignment and First Amendment to Operating Agreement of
Signature Partners, L.L.C. of even date herewith and (iii) the Amended and
Restated Deposit Money Escrow Agreement dated as of June 18, 1998.
7. To the extent of any conflict between the terms of this Agreement and
(i) paragraph 6 of the Assignment and Third Amendment to Amended and Restated
General Partnership Agreement of Randallstown Carriage Hill Associates of even
date herewith or (ii) paragraph 6 of the Assignment and First Amendment to
Operating Agreement of Signature Partners, L.L.C. of even date herewith, the
terms of this Agreement shall control.
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their
signatures and seals as of the day and year first above written.
SIGNATURE CARRIAGE HILL VILLAGE
WITNESS/ATTEST APARTMENTS LIMITED PARTNERSHIP
By: Signature-CHV, Inc., General Partner
___________________________ By: /s/ Joseph J. Fonte (SEAL)
-------------------
Joseph J. Fonte
President
PAINE WEBBER INCOME PROPERTIES FIVE
WITNESS/ATTEST LIMITED PARTNERSHIP
By: Fifth Income Properties Fund, Inc.,
Managing General Partner
___________________________ By: /s/ Rock M. D'Errico (SEAL)
--------------------
Name: Rock M. D'Errico
Title: Vice President
JBG/CARRIAGE HILL VILLAGE LIMITED
PARTNERSHIP
By: JBG Real Estate Associates IV, Inc.,
General Partner
___________________________ By: /s/ Michael J. Glosserman (SEAL)
-------------------------
Name: Michael J. Glosserman
Title: President
<PAGE>
EXHIBIT A
SELLER'S RECOURSE LIABILITIES
None.
<PAGE>
THIRD AMENDMENT TO MANAGEMENT AGREEMENT
THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENT, dated as of June 23, 1998,
is entered into by and among Randallstown Carriage Hill Associates ("Owner") and
Signature Management Services, Inc. ("Manager").
WHEREAS, Owner and Manager entered into that certain Management Agreement
dated July 8, 1998 (the "Original Management Agreement"), as amended by that
certain First Amendment to Management Agreement dated as of January 1, 1996 (the
"First Amendment") as further amended by that certain Second Amendment to
Management Agreement (the "Second Amendment") dated as of October 1, 1996 (the
Original Management Agreement, the First Amendment, the Second Amendment,
collectively and as modified herein, the "Management Agreement");
WHEREAS, prior to the date hereof, Signature Carriage Hill Village
Apartments Limited Partnership ("Signature"), Paine Webber Income Properties
Five Limited Partnership ("PW") and JBG/ Carriage Hill Village Limited
Partnership ("JBG") were the general partners of Owner;
WHEREAS, JBG and PW have agreed to purchase and Signature has agreed to
sell Signature's interests in Owner and in Signature Partners, L.L.C.
WHEREAS, the purchase of the Signature's interests in Owner was governed
by the terms of Section 6.6 of the Operating Agreement of Signature Partners,
L.L.C. (the "Buy-Sell Provisions").
WHEREAS, the Buy-Sell Provisions would have required Signature to cause
Manager to terminate the Management Agreement;
WHEREAS, JBG and PW do not wish to terminate the Management Agreement
at this time;
NOW, THEREFORE in consideration of the mutual covenants contained herein,
the adequacy and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
1. JBG and PW hereby agree that, except as hereby amended, the Management
Agreement shall remain in effect in accordance with its terms notwithstanding
the right of Owner to terminate the Management Agreement on this date.
2. Section 7(h) of the Original Management Agreement is hereby deleted.
3. Notice to the Owner under Section 13.6 of the Original Management
Agreement shall be given as follows:
If to Owner:
c/o Paine Webber Income Properties Five Limited Partnership
265 Franklin Street
Boston, MA 02110
Attn: Mr. Rock D'Errico
<PAGE>
with a copy to:
JBG/Carriage Hill Village Limited Partnership
1250 Connecticut Avenue, N.W., Suite 500
Washington, D.C. 20036
Attn: Mr. Michael J. Glosserman and Mr. William Elam
4. Paragraph 3 of the Second Amendment is hereby deleted.
5. Manager certifies to Owner that all management fees and reimbursements
due to Manager under the Management Agreement have been currently paid through
the date hereof.
6. The waiver contained herein shall not constitute nor shall it be deemed
to constitute a waiver of any future right to terminate the Management
Agreement, including without limitation, Owner's right to terminate the
Management Agreement pursuant to paragraph 7 thereof.
7. Notwithstanding anything to the contrary set forth in Sections 4(a)(v)
and 4(a)(xii) of the Original Management Agreement, Owner and Manager
acknowledge and agree that all on-site personnel at the project are employees of
Manager and not Owner and that all expenses paid from gross revenues with
respect to such personnel as set forth in Paragraph 4(a)(xii) of the Original
Management Agreement shall be deemed reimbursable to Manager for the same.
Manager and Owner further agree that Exhibit A of the Management agreement is
hereby deleted in its entirety and Exhibit A attached hereto is hereby
substituted in lieu thereof.
8. The parenthetical in Section 4(c) shall be amended to read ?(except as
set forth in Paragraph 4(a)(xii) and Section 6 thereof).
9. Owner and Manager hereby agree that the Owner's recourse to "funds
which Agent is entitled" under Section 11 of the Original Management Agreement
shall refer solely to the management fees payable to Manager and not to any
reimbursements due to Manager pursuant to Section (4)(a)(xii) of the Original
Management Agreement.
10. Manager agrees to procure and maintain during the term of the
Management Agreement, at Owner's expense, liability and casualty insurance with
commercially reasonable coverage limits and deductibles.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Third Amendment to
Management Agreement as of the date first written above.
RANDALLSTOWN CARRIAGE HILL ASSOCIATES
BY: PAINE WEBBER INCOME PROPERTIES FIVE
WITNESS/ATTEST LIMITED PARTNERSHIP
BY: FIFTH INCOME PROPERTIES FUND, INC.,
MANAGING GENERAL PARTNER
___________________________ BY: /s/ Rock M. D'Errico (SEAL)
--------------------
Name: Rock M. D'Errico
Title: Vice President
BY: JBG/CARRIAGE HILL VILLAGE LIMITED
PARTNERSHIP
BY: JBG REAL ESTATE SSOCIATES IV, INC.,
GENERAL PARTNER
___________________________ By: /s/ Michael J. Glosserman (SEAL)
-------------------------
Name: Michael J. Glosserman
Title: President
SIGNATURE MANAGEMENT SERVICES, INC.
BY: /s/ Joseph J. Fonte
-------------------
Joseph J. Fonte
President
<PAGE>
Exhibit A
Any employee of Manager who does not work on-site, including without
limitation, Joseph J. Fonte, David Garder and Nancy Kaul.
