1
FIRST AMENDMENT TO AMENDED AGREEMENT OF
LOS ABRIGADOS PARTNERS LIMITED PARTNERSHIP
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EXECUTION DATE: February 9, 1996
GENERAL PARTNER: ILE SEDONA INCORPORATED, an Arizona
corporation ("ILES")
CLASS A
LIMITED PARTNER: ILX Incorporated, an Arizona corporation ("ILX")
CLASS B
LIMITED PARTNERS: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), a married man
dealing with his sole and separate property
▇▇▇▇▇▇▇ ENTERPRISES INCORPORATED, an Arizona
corporation ("MEI")
RECITALS:
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A. The General Partner, the Class A Limited Partner and the Class B Limited
Partners are all the remaining partners of an Arizona limited partnership
known as Los Abrigados Partners Limited Partnership ("LAP"), formed in 1991
to acquire the Los Abrigados Resort in Sedona, Arizona.
B. A First Amended Certificate of Limited Partnership and Amended Agreement of
Los Abrigados Partners Limited Partnership was filed with the Arizona
Secretary of State on October 16, 1991.
C. In connection with a financing with Bank One, Arizona, N.A., the partners
desire to further amend the Amended Agreement of Los Abrigados Partners
Limited Partnership (the "LAP Partnership Agreement") in the manner
hereinafter set forth.
AGREEMENT
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The General Partner, the Class A Limited Partner and the Class B Limited
Partners mutually agree as follows:
1. Paragraph 6.9 shall be added to the LAP Partnership Agreement and shall
read in its entirety as follows:
6.9 Primary Distribution of Partnership Funds.
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(a) Notwithstanding any provision of Section 6.1 to the
contrary, beginning October 1, 1996, and continuing until such time as
the Capital Accounts of the Class B Limited Partners are reduced to
zero, the Class B Limited Partners, shall be entitled to receive,
prorata, a monthly preferential distribution from the Partnership of an
amount of Two Hundred Dollars ($200.00) per full LAP Los Abrigados
timeshare interval sold ($100.00 per bi-annual timeshare interval
sold). All distributions hereunder shall be reflected as a reduction of
the Capital Account of the partner receiving such distribution.
(b) Until such time as the Capital Accounts of the Class
B Limited Partners are reduced to zero, the Partnership shall (except
as otherwise may be contemplated with respect to the Bank One Loan of
January 25, 1996) make no additional loans to the General Partner or to
ILX Incorporated (or any of its affiliates or subsidiaries) unless,
first, ▇▇▇▇ ▇▇▇▇▇▇▇ receives a distribution equal to Eleven and
One-Half Percent (11.5%) of the amount of any such loan and, second,
MEI receives a distribution equal to Ten Percent (10%) of the amount of
any such loan, such distributions to be reflected as a reduction of the
Capital Account of the partner receiving such distribution.
(c) Commencing with the taxable year beginning January
1, 1995, and for each taxable year thereafter, each Class B Limited
Partner shall be distributed in cash, upon completion of the
Partnership tax return for such taxable year, an amount equal to Forty
Percent (40%) of the net Profits allocated to each Limited Partner,
respectively, for the current year.
(d) All distributions pursuant to sub-paragraphs (a),
(b) and (c) above shall be charged to each Limited Partner's Capital
Account in accordance with the provisions of the LAP Partnership
Agreement.
EXECUTED as of the date set forth above.
GENERAL PARTNER:
ILE SEDONA INCORPORATED, an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Vice President
CLASS A LIMITED PARTNER:
ILX Incorporated, an Arizona corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chairman
CLASS B LIMITED PARTNERS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ENTERPRISES INCORPORATED, an Arizona
corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chairman