exv10w4



 






Exhibit 10.4




SECOND AMENDMENT

TO

LIMITED PARTNERSHIP AGREEMENT

OF

ANSONIA APARTMENTS, L.P.




     THIS SECOND AMENDMENT (“Amendment”) amends the Limited Partnership Agreement of Ansonia
Apartments, L.P. (the “Partnership”) dated November 25, 1997 (the “Partnership Agreement”) between
Tarragon Development Company LLC (“Tarragon”), a Delaware limited liability company, successor by
merger to PB Acquisition Corp., a Nevada corporation (“PB”), as general partner, and Ansonia, LLC,
a New York limited liability company (“ALLC”), and Richard S. Frary, individually, as limited
partners, effective as of November 30, 2005.



     In consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the partners do hereby
agree to amend the Partnership Agreement in the following respects:



     1. Admission of General Partner.



     Effective as of the date hereof, PB has merged with and into Tarragon, with Tarragon being the
surviving entity, and as a result of such merger Tarragon has become the general partner of the
Partnership with all of the rights, powers, privileges, duties, responsibilities, liabilities and
obligations of the general partner under the Partnership Agreement, effective as of the effective
date of the merger.



     2. Admission of Limited Partner.



     Effective as of the date hereof, Richard Frary has become a limited partner of the Partnership
with all of the rights, powers, privileges, duties, responsibilities, liabilities and obligations
of a limited partner under the Partnership Agreement, effective as of the effective date of the
merger.



     3. Section 3.2.2. Section 3.2.2 of the Partnership Agreement is hereby deleted in its
entirety, and the following is substituted therefore:



     3.2.2 Even if authorized by Section 3.1, the General Partner shall have no authority to do any
of the following on behalf of the Partnership without the prior approval of ALLC for so long as (x)
ALLC is a Limited Partner herein and (y) Robert P. Rothenberg, a member of ALLC, personally remains
a member of ALLC (the following are hereinafter referred to as “Major Decisions”):

     (a) purchase, sell, lease or otherwise acquire an interest in real property;

     (b) obtain, increase, modify, consolidate, guarantee or extend any loan or other obligation,
whether secured or unsecured, affecting the Partnership; provided, however, that the General
Partner may, without the approval of ALLC (i) refinance any loan at maturity thereof, (ii)
refinance a loan prior to maturity thereof if the new loan will be make by a third party,
institutional lender, or (iii) refinance a recourse obligation of the Partnership with a
non-recourse obligation or refinance a recourse obligation with a recourse obligation in an equal
or lesser principal amount;



 









 





     (c) admit a new or substitute partner to the Partnership;

     (d) change the business plan of the Partnership or do any act in contravention of this
Agreement or which would make it impossible or unreasonably burdensome to carry on the business of
the Partnership;

     (e) dissolve, liquidate or otherwise terminate the Partnership;

     (f) merge or consolidate the Partnership with any other entity;

     (g) file a petition in bankruptcy, seek the appointment of a receiver or make an assignment
for the benefit of creditors on behalf of the Partnership or take any similar action under any
state insolvency law or acquiesce in the taking of any such action by any Partner hereunder in
respect of the Partnership; or

     (h) amend this Agreement or the Certificate of Limited Partnership.



     In addition, the annual budgets for the properties owned by the Partnership and any material
changes in such budgets shall be submitted to ALLP for its review, input and reasonable approval.



     4. Contribution and Adjustment of Interests. Tarragon has on even date herewith
contributed additional properties to the Partnership, with the consent of all of the partners, and
as a result of such contribution the percentage interests of the partners in the Partnership shall
be as follows, effective as of the effective date of the merger:



	 	 	 	 	 
	Tarragon
	 	 	89.44	%
	ALLP
	 	 	10.27	%
	Richard Frary
	 	 	.29	%






     5. Partnership Agreement. The Partnership Agreement, except as amended hereby,
remains in full force and effect.


     6. Counterparts. This  Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which, when taken together, shall constitute
one and the same agreement.



[SIGNATURES APPEAR ON NEXT PAGE]




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     IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the
date first above written.



	 	 	 	 	 
	GENERAL	 	 	 	 
	PARTNER:	TARRAGON DEVELOPMENT COMPANY LLC, a Delaware limited liability
company, successor by merger to PB ACQUISITION CORP.,
a Nevada corporation

 	 
	 	By: Tarragon Corporation, a Nevada corporation, its Managing Member	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Kathryn Mansfield
 	 
	 	 	Kathryn Mansfield 	 
	 	 	Executive Vice President & Secretary 	 
	 
	LIMITED PARTNERS: 	ANSONIA LLC,

A New York limited liability company

 	 
	 	By:  	/s/ Robert P. Rothenberg
 	 
	 	 	Robert P. Rothenberg 	 
	 	 	Member Manager 	 
	 
	 	 	 
	 	By:  	                       /s/ Richard S. Frary
 	 
	 	 	Richard S. Frary 	 
	 	 	Member Manager 	 
	 
	 	 	 
	 	By:  	                       /s/ Joel Mael
 	 
	 	 	Joel Mael 	 
	 	 	Member Manager 	 
	 
	 	 	 
	 	                                                     /s/ Richard S. Frary
 	 
	 	Richard S. Frary, individually 	 
	 	 	 
	 




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