exv10w2



 






Exhibit 10.2




AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

STONE OAK PRIME, L.P.




     THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered
into as of the 27th day of April, 2005, by and between SO Prime, LLC, a Texas limited
liability company as general partner (the “General Partner”), and CALL NOW, INC., Nevada
corporation, BRYAN P. BROWN, an individual resident of the State of Texas, CHRISTOPHER J. HALL, an
individual resident of the State of Florida, MARILYN Z. HALL, an individual resident of the State
of New York, STEPHEN W. HALL and NANCY Z. HALL, as tenants by the entirety, individual residents of
the State of Florida and THOMAS R. JOHNSON, an individual resident of the State of Texas, as
limited partners (each, singly, a “Limited Partner” and collectively, the “Limited Partners”).



RECITALS




     A. General Partner and Limited Partners are parties to a certain Limited Partnership Agreement
of Stone Oak Prime, L.P., dated the 17th day of February, 2005 (the “Original
Partnership Agreement”).



     B. General Partner and Limited Partners have agreed that the Original Agreement must be
modified to reflect the current understandings among General Partner and Limited Partners.



The parties hereto agree as follows:




ARTICLE 1

DEFINITIONS




     The following terms used in the Agreement shall have the meanings specified below:



     1.1 “Act” means the Texas Revised Limited Partnership Act, as amended from time to
time.



     1.2 “Agreement” means this Limited Partnership Agreement of Stone Oak Prime, L.P., as
it may be amended from time to time.



     1.3 “Affiliate” shall mean, as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by or is under common control with such Person or is a
director or officer of such Person or of an Affiliate of such Person.



     1.4 “Assignee” means a person who has acquired a Partner’s Interest in whole or in
part and has not become a Substitute Partner.



     1.5 “Capital Contribution” means the total amount of money and the fair market value
of all property contributed to the Partnership by the contributing Partners pursuant to the terms
of this Agreement. Capital Contribution shall also include any amounts paid directly by a Partner
to any creditor of the Partnership in respect of any guarantee or similar obligation undertaken by
such Partner in connection with the Partnership’s operations. Any reference to the Capital
Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of
the interest of such Partner.



     1.6 “Code” means the United States Internal Revenue Code of 1986, as amended.
References to specific Code Sections or Treasury Regulations shall be deemed to refer to such Code
Sections or Treasury Regulations as they may be amended from time to time or to any successor Code
Sections or Treasury Regulations if the Code Section or Treasury Regulation referred is repealed.



     1.7 “General Partner” means SO Prime, LLC, a Texas limited liability company or any
other General Partner admitted to the Partnership pursuant to this Agreement.



 









 





     1.8 “Interest” or “Partnership Interest” means the ownership interest of a
Partner in the Partnership at any particular time, including the right of such Partner to any and
all benefits to which such Partner may be entitled as provided in the Agreement and in the Act,
together with the obligations of such Partner to comply with all the terms and provisions of the
Agreement and the Act.



     1.9 “Limited Partner” or “Limited Partners” means any one or more of Bryan P. Brown,
an individual resident of the State of Texas, Christopher J. Hall, an individual resident of the
State of Florida, Marilyn Z. Hall, an individual resident of the State of New York, Stephen W. Hall
and Nancy Z. Hall, as tenants by the entirety, individual residents of the State of Florida, Thomas
R. Johnson, an individual resident of the State of Texas and any other Person or Persons admitted
as a Limited Partner to the Partnership pursuant to this Agreement.



     1.10 “Net Cash Flow” means all cash receipts of the Partnership, excluding cash
available upon liquidation of the Partnership, in excess of amounts reasonably required for payment
of operating expenses, repayment of current liabilities, repayment of such amounts of the
Partnership indebtedness as General Partner shall determine necessary or advisable, and the
establishment of and additions to such cash reserves as General Partner shall deem necessary or
advisable, including, but not limited to reserves for capital expenditures, replacements,
contingent or unforeseen liabilities or other obligations of the Partnership.



     1.11 “Net Income” or “Net Loss” means taxable income or loss (including items
requiring separate computation under Section 702 of the Code) of the Partnership as determined
using the method of accounting chosen by General Partner and used by the Partnership for federal
income tax purposes.



     1.12 “Partner(s)” means General Partner and/or the Limited Partners.



     1.13 “Partnership” means Stone Oak Prime, L.P.



     1.14 “Partnership Property” means all the real and personal property owned by the
Partnership from time to time.



     1.15 “Percentage Interest” means the percentage interest of each Partner as set forth
on Appendix A.



     1.16 “Person” means any individual, sole proprietorship, limited partnership, joint
venture, unincorporated organization, institution, partnership, corporation, association, trust,
limited liability company or other legal entity.



     1.17 “Substitute Partner” means an Assignee who has been admitted to all of the rights
of a Partner pursuant to Section 14.3 below.



     1.18 “SODL Interest” means that portion of the Partnership Property consisting of a
limited partnership interest in Estates at Canyon Ridge, Ltd., a Texas limited partnership.



ARTICLE 2

FORMATION




     The Partners hereby agree to form and to operate the Partnership under the terms and
conditions set forth herein. Except as otherwise provided herein, the rights and liabilities of
the Partners shall be governed by the Act.



     2.1 Defects as to Formalities. A failure to observe any formalities or requirements
of this Agreement, the Certificate of Limited Partnership for the Partnership or the Act shall not
be grounds for imposing personal liability on Limited Partner for liabilities of the Partnership.



     2.2 Rights of Creditors and Third Parties. This Agreement is entered into among
Partners for the exclusive benefit of the Partnership, its Partners and their successors and
assigns. The Agreement is expressly not intended for the benefit of any creditor of the
Partnership or any other person. Except and only to the extent provided by applicable statute, no
such creditor or third party shall have any rights under the Agreement or any agreement between the
Partnership and any Partner with respect to any contribution or otherwise.



     2.3 Title to Property. All the Partnership Property shall be owned by the Partnership
as an entity and no Partner shall have any ownership interest in such Property in Partner’s
individual name or right, and each Partner’s



 









 







interest in the Partnership shall be personal property for all purposes. Except as otherwise
provided in this Agreement, the Partnership shall hold all the Partnership Property in the name of
the Partnership and not in the name or names of any Partner or Partners.



     2.4 Payments of Individual Obligations. The Partnership’s credit and assets shall be
used solely for the benefit of the Partnership, and no asset of the Partnership shall be
transferred or encumbered for or in payment of any individual obligation of any Partner unless
otherwise provided for herein.



ARTICLE 3

NAME




     The name of the Partnership shall be Stone Oak Prime, L.P. General Partner may from time to
time change the name of the Partnership or adopt such trade or fictitious names as it may determine
to be appropriate.



ARTICLE 4

OFFICE; AGENT FOR SERVICE OF PROCESS




     The principal office of the Partnership shall be c/o Call Now, Inc., 1 Retama Parkway, Selma,
Texas, 78154. The Partnership may maintain such other offices at such other places as General
Partner may determine to be appropriate. The agent for service of process for the Partnership
shall be the registered agent set forth in the Certificate of Limited Partnership, as it may be
amended from time to time.



ARTICLE 5

PURPOSES




     The sole purpose and general character of the business of the Partnership is to acquire and
own the SODL Interest and to hold for investment, exchange, sell and dispose of the SODL Interest.
In addition, the Partnership may engage in any other business and shall have such other purposes as
may be necessary, incidental or convenient to carry on the Partnership’s primary purpose as
determined by General Partner.



ARTICLE 6

TERM




     The term of the Partnership shall commence on the date of the filing of the Certificate of
Limited Partnership for the Partnership in the office of the Texas Secretary of State, and the term
of the Partnership shall be perpetual, unless sooner dissolved, wound up and terminated in
accordance with the provisions of this Agreement and the Act.



ARTICLE 7

PERCENTAGE INTERESTS AND CAPITAL CONTRIBUTIONS




     7.1 Capital Contributions; Percentage Interests. The Partners shall make Capital
Contributions in the Partnership, if any, in the amounts set forth on Appendix A, to be
made on or before the Partnership’s acquisition of the SODL Interest. The Partners agree that the
amounts of Capital Contributions set forth on Appendix A are estimates as of the date of
this Agreement and that additional funds may be required as the Partners may determine.



     7.2 No Interest on Capital. No Partner shall be entitled to receive interest on such
Partner’s Capital Contributions or such Partner’s capital account.



     7.3 No Withdrawal of Capital. Except as otherwise provided in this Agreement, no
Partner shall have the right to withdraw or demand a return of any or all of such Partner’s Capital
Contribution. It is the intent of the Partners that no distribution (or any part of any
distribution) made to any Partner pursuant to Article 10 hereof shall be deemed a return or
withdrawal of Capital Contributions, even if such distribution represents (in full or in part) a
distribution of revenue offset by depreciation or any other non-cash item accounted for as an
expense, loss or deduction from, or offset to, the Partnership’s income, and that no Partner shall
be obligated to pay any such amount to or for the account of the Partnership or any creditor of the
Partnership. However, if any court of competent jurisdiction holds that, notwithstanding the
provisions of this Agreement, any Partner is obligated to make any such payment, such obligation
shall be the obligation of such Partner and not of any other Partner, including General Partner.



 









 





     7.4 Additional Capital. If, subsequent to the Capital Contributions contemplated by
Section 7.1 hereof, the Partners determine, pursuant to Section 10.5 hereof, that the Partnership’s
capital is insufficient to meet the reasonable needs of its business, General Partner may request
additional capital contributions from all Partners. Such additional capital contributions shall
constitute a part of the Capital Contributions and the Partners agree that they shall make such
additional Capital Contributions; provided however, that if any Partner refuses or fails to make
such a required contribution of additional capital, General Partner and any other Partner(s) may
lend any necessary additional sums to the Partnership. Any such loans to the Partnership shall
bear a reasonable rate of interest, as determined by General Partner. Any additional Capital
Contributions shall be made in pursuant to the percentages shown in the Capital Call Percentage
column shown on Appendix A; provided however, that, at all times during the term of this
Agreement, the Partners shall have the Percentage Interests set forth opposite their names on
Appendix A. The provisions of this Section 7.4 are not for the benefit of any creditors
of the Partnership and no such creditors may obtain any right under this provision to make any
claim with respect to the capital of or to contributions by any Partner.



ARTICLE 8

DISTRIBUTIONS; ALLOCATIONS




     8.1 Distributions. Net Cash Flow shall be distributed to the Partners not less often
than annually, as follows:




     (a) first, to the Partners in repayment of any loans owing them; provided, however, if
the amount of Net Cash Flow being distributed at any given time is not sufficient to repay
all such loans to the Partners then entitled to receive distributions in respect of loans,
then the amount available shall be distributed among them pro rata, the amount to be
distributed to any such Partner being in the proportion which the loans owing to such
Partner bears to the loans owing to all Partners then entitled to receive distributions in
respect of the loans; and




     (b) next, to the Partners until each Partner has received a return of his or its
Capital Contribution plus a ten percent (10%) per annum cumulative return compounded
monthly; and




     (c) next, to the Partners in accordance with the respective Percentage Interest of each
Partner.



     8.2 Allocation of Taxable Income. All allocations of any item of income, profit,
gain, loss, deduction or credit shall be made to the Partners in accordance with their respective
Partnership Interests. It is intended that all allocations of any item of income, profit, gain,
loss, deduction or credit shall meet the requirements of Section 704 of the Code, and the
regulations thereunder, and such item shall be allocated in a manner which meets such requirements,
all as determined by General Partner in consultation with the Partnership; provided however that in
no event shall the tax allocations change the economic distributions set forth in Section 8.1
above.



ARTICLE 9

PARTNERSHIP EXPENSES




     The Partnership shall pay, and General Partner shall be reimbursed for, all reasonable costs
and expenses of the Partnership.



ARTICLE 10

POWERS, RIGHTS AND OBLIGATIONS OF GENERAL PARTNER




     10.1 General Authority and Powers of General Partner. General Partner shall have the
right and obligation to manage the Partnership business subject to Section 10.5 below. In its
capacity as General Partner, General Partner may act on the Partnership’s behalf and execute
documents, agreements, contracts and other undertakings on behalf of, and in the name of, the
Partnership. General Partner is authorized to bind the Partnership, and the signature of General
Partner is sufficient to bind the Partnership, including with respect to the transfer of the real
or personal property of the Partnership and the borrowing of funds by or on behalf of the
Partnership. Parties dealing with the Partnership shall be entitled to rely upon the authority of
General Partner to execute such documents on behalf of the Partnership.



     10.2 Time Devoted to the Partnership; Other Ventures. General Partner shall devote so
much of its time to the business of the Partnership as in its judgment the conduct of the
Partnership’s business reasonably



 









 








requires. Any Partner may engage in business ventures and activities of any nature and
description independently or with others, provided such other business ventures are not in direct
competition with the business of the Partnership; provided however, no Partner shall have any
obligation to disclose business opportunities available to such Partner, and neither the
Partnership nor any other Partner shall have any rights in and to such independent ventures and
activities or the income or profits derived therefrom by reason of their acquisition of interests
in the Partnership. This Section 10.2 is intended to modify any provisions or obligations of the
Act to the contrary and each of the Partners and the Partnership hereby waives and releases any
claims they may have under the Act with respect to any such activities or ventures of any Partner.



     10.3 Liability of General Partner to Partners and the Partnership. In carrying out
its duties and exercising the powers hereunder, General Partner shall exercise reasonable skill,
care and business judgment. General Partner shall not be liable to the Partnership or the Partner
for any act or omission performed or omitted by it in good faith pursuant to the authority granted
to it by this Agreement as General Partner unless such act or omission constitutes gross negligence
or willful misconduct by General Partner.



     10.4 Indemnification. the Partnership shall indemnify and hold harmless General
Partner, the Limited Partner and their respective Affiliates from any loss or damage, including
attorneys’ fees actually and reasonably incurred by it, by reason of any act or omission performed
or omitted by it on behalf of the Partnership or in furtherance of the Partnership’s interests;
however, such indemnification or agreement to hold harmless shall be recoverable only out of the
assets of the Partnership and not from the Partners. The foregoing indemnity shall extend to acts
or omissions performed or omitted by General Partner in good faith and in the belief that the acts
or omissions were in the Partnership’s interest or not opposed to the best interests of the
Partnership, unless such act or omission constitutes gross negligence or willful misconduct by
General Partner. The foregoing indemnification is subordinate in all respects to any loan made to
the Partnership by any Person other than a Partner.



     10.5 Approvals Required of a Majority in Percentage Interests. The matters described
below shall be subject to the prior approval of a majority of the Percentage Interests. To the
extent such approval is required, General Partner shall give the Limited Partner written notice
thereof. Approvals shall be deemed given if a majority of the Percentage Interests has not
objected, in writing, within five (5) business days after the effective date of the notice pursuant
to Section 16.4 hereof.



     (a) Any amendment of this Agreement or the Certificate of Limited Partnership of the
Partnership and any merger or consolidation of the Partnership with any other entity (except
as otherwise expressly provided herein);




     (b) The issuance of additional Interests in the Partnership;




     (c) Any transaction or other dealings between the Partnership and any Partner, or any
Affiliate of any Partner (provided that all such transactions or other dealings shall be
conducted on an arm’s length basis), other than transactions expressly contemplated by this
Agreement.




     (d) The sale, transfer or other disposition of the SODL Interest, or any portion
thereof;




     (e) The sale or transfer of all or substantially all of the assets of the Partnership;




     (f) The financing of any Partnership business or pledge of any Partnership Property;




     (g) Any financing, refinancing, amendment, extension or restatement of or other
modification to any indebtedness of the Partnership;




     (h) The tax policy or policies of the Partnership and all tax returns of the
Partnership and selection of a tax accountant for the Partnership;




     (i) An action or decision of the Partnership not in the ordinary course of the
Partnership’s business;




     (j) The making of any loan from the Partnership;



 









 






     (k) Any determination that any additional Capital Contributions pursuant to Section 7.4
are necessary; or




     (l) Any reimbursement by the Partnership of any out-of-pocket or other expenses of any
Partner.



ARTICLE 11

SPECIAL CONDITIONS REGARDING LIMITED PARTNERS




     11.1 No Participation in Management. No Limited Partner shall take part in the
conduct or control of the Partnership’s business or the management of the Partnership, or have any
right or authority to act for or on the behalf of, or otherwise bind, the Partnership (except a
Limited Partner who may also be a General Partner and then only in such Partner’s capacity as a
General Partner within the scope of such Partner’s authority hereunder).



     11.2 Limitation of Liability. No Limited Partner shall have, solely by virtue of such
Limited Partner’s status as a Limited Partner in the Partnership, any personal liability whatever,
whether to the Partnership, to any Partner or to the creditors of the Partnership, for the debts or
obligations of the Partnership or any of its losses beyond the amount committed by such Limited
Partner to the capital of the Partnership, except as otherwise required by the Act. Nothing herein
shall be deemed to limit the liability of a Limited Partner to a third party arising out of a
separate agreement between such Limited Partner and a third party, such as a guaranty of a loan
obtained by the Partnership.



     11.3 Death or Incapacity of Limited Partner. The death, incompetence, withdrawal,
expulsion, bankruptcy or dissolution of a Limited Partner, or the occurrence of any other event
that may terminate the continued Partnership Interest of a Limited Partner in the Partnership,
shall not cause a dissolution of the Partnership.



     11.4 Recourse of Partners. Each Partner shall look solely to the assets of the
Partnership for all distributions with respect to the Partnership and such Partner’s Capital
Contribution thereto and share of Net Income and Net Loss thereof and shall have no recourse
therefor, upon dissolution or otherwise, against any General Partner or any other Partner.



     11.5 No Right to Property. No Partner, regardless of the nature of such Partner’s
contributions to the capital of the Partnership, shall have any right to demand or receive any
distribution from the Partnership in any form other than cash, upon dissolution or otherwise.



ARTICLE 12

BOOKS AND RECORDS, ACCOUNTING, REPORTS AND STATEMENTS AND TAX MATTERS;

BANKING




     12.1 Books and Records. General Partner shall, at the expense of the Partnership,
keep and maintain, or cause to be kept and maintained, the books and records of the Partnership on
the same method of accounting as utilized for federal income tax purposes.



     12.2 Annual Accounting Period. All books and records of the Partnership shall be kept
on the basis of an annual accounting period ending December 31 of each year, except for the final
accounting period which shall end on the date of termination of the Partnership. All references
herein to the “fiscal year of the Partnership” are to the annual accounting period described in the
preceding sentence, whether the same shall consist of twelve months or less.



     12.3 Banking. All Partnership funds will be deposited in its name in such accounts as
General Partner shall designate. General Partner may authorize other persons to draw checks on
Partnership bank accounts, but such authority must be in writing and one (1) or more of the Partner
may require that such persons be bonded. Each bank in which a Partnership account is maintained is
relieved of any responsibility to inquire into the Partners’ authority to deal with such funds, and
absolved of all liability with respect to withdrawals from such Partnership accounts by any person
duly authorized by General Partner.




 










 






ARTICLE 13

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS; WITHDRAWAL AND ADMISSION OF

LIMITED PARTNERS




     13.1 General Prohibition. No Limited Partner may voluntarily or involuntarily,
directly or indirectly, sell, transfer, assign, pledge or otherwise dispose of, or mortgage,
pledge, hypothecate, or otherwise encumber, or permit or suffer any encumbrance of, all or any part
of such Limited Partner’s interest in the Partnership, without the consent of General Partner,
which consent shall not be unreasonably withheld, conditioned or delayed. Any other purported
sale, transfer, assignment, pledge or encumbrance shall be null and void and of no force or effect
whatsoever. Transfers by any Limited Partner shall be subject to any restrictions contained in any
loan until such loan has been fully repaid.



     13.2 Withdrawal of Limited Partner. Limited Partner shall have no power to withdraw
voluntarily from the Partnership, except that a Limited Partner may withdraw upon written approval
of General Partner, , which approval shall not be unreasonably withheld, conditioned or delayed,
and which approval shall include the terms for redemption by the Partnership of the Interest of
such Partner.



     13.3 Admission of Transferees as Limited Partner. No transferee of a Limited Partner
shall be admitted as a Limited Partner without the consent of General Partner, , which consent
shall not be unreasonably withheld, conditioned or delayed.



ARTICLE 14

WITHDRAWAL, TRANSFERS AND ADMISSION OF GENERAL PARTNER




     14.1 Withdrawal of General Partner. General Partner shall only be entitled to
withdraw or transfer its General Partner interest upon written approval of Limited Partner, which
approval shall not be unreasonably withheld, conditioned or delayed.



     14.2 Death or Incapacity of General Partner. The death, incompetence, withdrawal,
expulsion, bankruptcy or dissolution of General Partner, or the occurrence of any other event which
terminates the continued interest of General Partner in the Partnership, shall cause a dissolution
of the Partnership, unless the Partnership is continued in accordance with Section 15.1(c).



     14.3 Transfer by a General Partner; Admission of Additional or Successor General
Partners. General Partner shall not sell, assign, or otherwise transfer all or any portion of
its interest in the Partnership to any Person without the written consent of Limited Partner, which
consent shall not be unreasonably withheld, conditioned or delayed. Transfers by General Partner
shall be subject to any restrictions contained in any loan until such loan has been fully repaid.



ARTICLE 15

DISSOLUTION, WINDING UP AND TERMINATION




     15.1 Events Causing Dissolution. the Partnership shall be dissolved and its affairs
shall be wound up upon the happening of the first to occur of any of the following events:




     (a) Entry of a decree of administrative or judicial dissolution pursuant to the Act;




     (b) The sale or other disposition of all or substantially all of the assets of the
Partnership;




     (c) The death, incompetence, withdrawal, expulsion, bankruptcy, resignation, or
dissolution of General Partner unless at the time of the occurrence of any of such event
there are at least two other Partners, and within 90 days of such occurrence, remaining
Partners owning at least a majority of the Percentage Interests in the Partnership consent
to the continuation of the Partnership and the appointment of a new general partner, in
which case the business of the Partnership shall be carried on by the remaining Partners; or




     (d) The vote of General Partner and Limited Partners.



 









 





     15.2 Winding Up. Upon dissolution of the Partnership for any reason, General Partner
shall commence to wind up the affairs of the Partnership and to liquidate its assets. In the event
the Partnership has terminated because the Partnership lacks a General Partner, then the Limited
Partner shall appoint a new general partner solely for the purpose of winding up the affairs of the
Partnership. General Partner shall have the full right and unlimited discretion to determine the
time, manner and terms of any sale or sales of the Partnership property pursuant to such
liquidation. Pending such sales, General Partner shall have the right to continue to operate or
otherwise deal with the assets of the Partnership. A reasonable time shall be allowed for the
orderly winding up of the business of the Partnership and the liquidation of its assets and the
discharge of its liabilities to creditors so as to enable General Partner to minimize the normal
losses attendant upon a liquidation, having due regard to the activity and condition of the
relevant markets for the Partnership properties and general financial and economic conditions. Any
Partner may be a purchaser of any properties of the Partnership upon liquidation of the
Partnership’s assets, including, without limitation, any liquidation conducted pursuant to a
judicial dissolution or otherwise under judicial supervision; provided, however, that the purchase
price and terms of sale are fair and reasonable to the Partnership.



     15.3 Allocation of Net Income and Net Loss Upon Termination or Sale. All Net Income
and Net Loss upon dissolution of the Partnership or from sale, conversion, disposition or taking of
all or substantially all of the Partnership’s property (respectively, “Gain on Sale” or “Loss on
Sale”) shall be allocated to Partners in proportion to their Percentage Interests in accordance
with Section 8 hereof.



     15.4 Distributions. Prior to making distributions in dissolution to Partners, General
Partner shall first pay or make provision for all debts and liabilities of the Partnership, and any
loans to Partners, including loans made by a Partner to the Partnership, and their Affiliates (any
amounts remaining owed by the Partnership on such loans shall be repaid), and all expenses of
liquidation. Subject to the right of General Partner to set up such cash reserves as it deems
reasonably necessary for any contingent or unforeseen liabilities or obligations of the
Partnership, the proceeds of liquidation and any other funds of the Partnership shall be
distributed to Partners in proportion to their Percentage Interests in accordance with Section 8
hereof.



     15.5 Certificate of Cancellation; Report; Termination. Upon the dissolution and
completion of winding up of the Partnership, General Partner shall execute and file a Certificate
of Cancellation or other certificate evidencing termination for the Partnership. Within a
reasonable time following the completion of the liquidation of the Partnership’s assets, General
Partner shall prepare and furnish to each Partner, at the expense of the Partnership, a statement
which shall set forth the assets and liabilities of the Partnership as of the date of complete
liquidation and the amount of each Partner’s distribution of all the Partnership funds, the
Partnership shall terminate and General Partner shall have the authority to execute and file all
documents required to effectuate the termination of the Partnership.



ARTICLE 16

MISCELLANEOUS




     16.1 Entire Agreement. This Agreement constitutes the entire agreement among the
parties and supersedes any prior agreement or understandings among them, oral or written, all of
which are hereby cancelled. This Agreement may not be modified or amended other than pursuant to
Article 16 hereof.



     16.2 Captions; Pronouns. The paragraph and section titles or captions contained in
this Agreement are inserted only as a matter of convenience or reference. Such titles and captions
in no way define, limit, extend or describe the scope of this Agreement nor the intent of any
provision hereof. All pronouns and any variation thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person or persons may
require.



     16.3 Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Texas.



     16.4 Notices. Any notice or other communication required or desired to be given
hereunder shall be deemed given, effective and received on the earliest to occur of (a) the date of
personal delivery; (b) ten (10) days after deposit in the United States mail, postage prepaid,
registered or certified mail, return receipt requested; or (c) one (1) business day after deposit
with a national overnight courier, fees prepaid to the parties at the addresses set forth in
Appendix A attached hereto and made a part hereof. Any party may change its address for
notices by notice



 









 




given in accordance with this Section. For the purposes of this Agreement, a business day
shall be a day which is not a Saturday, a Sunday or a legal holiday of the United States of
America.




     16.5 Consents. Unless otherwise specifically provided elsewhere in this Agreement,
any consent or approval to be given by any Partner hereunder shall not be unreasonably withheld,
conditioned or delayed.



     16.6 Confidentiality. It is understood and agreed that all of the terms and
provisions of this Agreement are confidential and shall not be disclosed to any Person except: (a)
pursuant to any valid order of a court of competent jurisdiction obtained by any party other than a
Partner; or (b) as may be necessary in any litigation seeking enforcement of or damages for breach
of this Agreement. In the event disclosure is compelled as specified herein, the disclosing party
shall provide at least ten (10) days’ prior written notice to the other party, prior to the
disclosure, of the identity of the third party to which disclosure is to be made.



     16.7 Amended and Restated Agreement. The parties agree that this Amended and Restated
Limited Partnership Agreement amends, restates and replaces, in its entirety, the Original
Agreement.



[Signatures on the following page.]




     IN WITNESS WHEREOF the parties have executed this Agreement as of the date first herein above
written.



	 	 	 	 	 	 	 
	GENERAL PARTNER

	 	 
	 	LIMITED PARTNERS:
	 	 
	 
	 	 	 	 	 	 
	SO PRIME, LLC

	 	 	 	CALL NOW, INC.	 	 
	 
	 	 	 	 	 	 
	By: /s/ Thomas R. Johnson

	 	 	 	By: /s/ Thomas R. Johnson	 	 
	 

	 	 	 	 	 	 
	      Its Manager

	 	 	 	       Its President	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Bryan P. Brown	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bryan P. Brown	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Christopher J. Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Christopher J. Hall	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Marilyn Z. Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Marilyn Z. Hall	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen W. Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stephen W. Hall	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Nancy Z. Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Nancy Z. Hall	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Thomas R. Johnson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Thomas R. Johnson	 	 






 









 






APPENDIX A

TO LIMITED PARTNERSHIP AGREEMENT OF

STONE OAK PRIME, L.P.




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Capital Call
	Name and Address	 	Capital Contribution	 	Percentage Interest	 	Percentage
	 
	GENERAL PARTNER

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SO Prime, LLC
	 	$48,450.00	 	1.00%	 	1.00%
	1 Retama Parkway

Selma, Texas 78154

Attention: Thomas R. Johnson
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LIMITED PARTNERS

	 	 	 	 	 	 
	Call Now, Inc.
	 	$2,325,600.00	 	40.00%	 	48.00%
	1 Retama Parkway

Selma, Texas 78154

Attention: Thomas R. Johnson
	 	 	 	 	 	 
	Bryan P. Brown
	 	—	 	7.50%	 	0.00%
	1 Retama Parkway

Selma, Texas 78154
	 	 	 	 	 	 
	Christopher J. Hall
	 	$2,014,500.13	 	31.57895%	 	41.57895%
	671 NE
105th Street

Miami Shores, Florida 33138
	 	 	 	 	 	 
	Marilyn Z. Hall
	 	$203,999.69	 	4.21052%	 	4.21052%
	12677 Platten Road

Waterport, New York 14571
	 	 	 	 	 	 
	Stephen W. Hall and Nancy Z. Hall
	 	$204,000.18	 	4.21053%	 	4.21053%
	as tenants by the entirety

11391 Manatee Terrace

Lake Worth, Florida 33467
	 	 	 	 	 	 
	Thomas R. Johnson
	 	$48,450.00	 	11.50%	 	1.00%
	1 Retama Parkway

Selma, Texas 78154
	 	 	 	 	 	 
	 
	TOTAL
	 	$4,845,000.00	 	100.00%	 	100.00%