exv10w2



 






Exhibit 10.2




ROBERT P. ROTHENBERG

ANSONIA LLC

1775 BROADWAY

NEW YORK, NY 10019




As of July 15, 2001




Tarragon Realty Investors, Inc.

PB Acquisition Corp.

1775 Broadway, 23rd Floor

New York, NY 10019




	 	 	 
	Re:

	 	Partnership Interest Agreement, dated as of

November 25, 1997, between PB Acquisition Corp. (“PB”),

Robert P. Rothenberg, Ansonia LLC (“ALLC”) and

Tarragon Realty Investors, Inc. (as successor-by-

merger to National Income Realty Trust) (the “Agreement”)






Gentlemen:




     Reference is made to the Agreement. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Agreement.



     Paragraph 4 (a) of the Agreement is hereby modified so that 100% of the portion of the
Contribution Amount (which will equal $5,558,386 as of August 31, 2001) attributable to the
interests of Rothenberg, Spitz and Mael in ALLC shall be paid by delivery of Promissory Notes in
the form annexed hereto as Exhibit A (the “100% Notes”) and 75% of the Contribution Amount
attributable to the interests of Richard and Rebecca Frary in ALLC shall be paid by delivery of
Promissory Notes in the form annexed hereto as Exhibit B (the “75% Notes”). The interest
rate of the 100% Notes shall be 12% per annum, compounded monthly, in the first year, and shall
increase by 1/2% per annum in each year thereafter during the term of the Notes. The interest rate
of the 75% Notes shall be 12% per annum compounded monthly. The 100% Notes and the 75% Notes shall
be secured by the membership interests in ALLC held by the respective payors thereof.



     Receipt by PB of the 100% Note, the 75% Notes and Frary’s cash portion of the Contribution
Amount shall be treated as reduction in the “Invested Capital” of PB, under this Agreement, and as
a return to PB of capital previously contributed by PB to the Partnership.



 









 





     Section 4.2.1 of the Limited Partnership Agreement of the Partnership is hereby amended to
read as follows:




First, to PB and ALLC, pro rata in proportion to their respective
Percentage Interests, until such time as each has received a return on its
Unreturned Capital Contribution (which, in the case of ALLC shall mean, as of
August 31, 2001, the Contribution Amount) at the rate of ten and one-half percent
(10
1/2%) per annum, compounded monthly.



     Section 4.2.2 of the Limited Partnership Agreement of the Partnership is hereby amended to
read as follows:




Next, to PB and ALLC, pro rata in proportion to their respective Percentage
Interests, until each has received an amount equal to its Unreturned Capital
Contribution.



     The Partnership is authorized and directed to withhold distributions payable to ALLC and/or
its members, and to apply such amount to amounts due under the 100% Notes and the 75% Notes.



     Except as set forth above, the Agreement remains unmodified and in full force and effect.
Kindly indicate your agreement with the foregoing by countersigning a copy of this letter where
indicated below and returning it to the undersigned. This letter may be executed in any number of
counterparts which, when taken together, shall constitute one original instrument.




	 	 	 
	Very truly yours,
	 

	 	 
	/s/ Robert P. Rothenberg
	 
	Robert P. Rothenberg
	 
	 	 
	 
	 	 
	ANSONIA LLC
	 
	 	 
	By:

	 	/s/ Robert P. Rothenberg
	 

	 	 
	 

	 	Robert P. Rothenberg
	 

	 	Manager











 









 







	 	 	 
	AGREED AND ACCEPTED:
	 

	 	 
	TARRAGON REALTY INVESTORS, INC.
	 

	 	 
	By:

	 	/s/ Charles D. Rubenstein
	 

	 	 
	 

	 	Charles D. Rubenstein, E.V.P.
	 
	 	 
	 
	 	 
	PB ACQUISITION CORP.
	 

	 	 
	By:

	 	/s/ Charles D. Rubenstein
	 

	 	 
	 

	 	Charles D. Rubenstein, E.V.P.









	 	 	 
	Members:
	 

	 	 
	TRUST FBO AYELET MAEL
	 

	 	 
	By:

	 	/s/ Lynn Mael, trustee
	 

	 	 
	 

	 	Lynn Mael, Trustee
	 

	 	 
	 

	 	 
	TRUST FBO JONATHAN MAEL
	 

	 	 
	By:

	 	/s/ Lynn Mael, trustee
	 

	 	 
	 

	 	Lynn Mael, Trustee
	 

	 	 
	 

	 	 
	TRUST FBO DANIELLA MAEL
	 

	 	 
	By:

	 	/s/ Lynn Mael, trustee
	 

	 	 
	 

	 	Lynn Mael, Trustee
	 

	 	 
	 

	 	 
	TRUST FBO JORDANA MAEL
	 

	 	 
	By:

	 	/s/ Lynn Mael, trustee
	 

	 	 
	 

	 	Lynn Mael, Trustee
	 

	 	 
	 

	 	 
	/s/ Joel Mael
	 
	Joel Mael
	 

	 	 
	 

	 	 
	/s/ Richard S. Frary
	 
	Richard S. Frary
	 

	 	 
	 

	 	 
	/s/ Rebecca S. Frary
	 
	Rebecca S. Frary
	 

	 	 
	 

	 	 
	/s/ Saul Spitz
	 
	Saul Spitz
	 

	 	 
	 

	 	 
	/s/ Eileen Swenson
	 
	Eileen Swenson