AMENDED AGREEMENT OF LIMITED
PARTNERSHIP
OF SUNWOOD VILLAGE JO INT VENTURE LIMITED
PARTNERSHIP
This Agreement is made and entered into on this 9
th day of August, 2001 by and between Sunwood Village
Inc., a Nevada corporation (“General Partner”) and
Secured Investment Resources Fund, L.P. II, Delaware limited
partnership (“Limited Partner”). The General Partner
and Limited Partner may be referred to collectively as the
“Partners”.
WITNESSETH THAT:
WHEREAS, the partners desire to form a Limited
Partnership under the Nevada Revised Uniform Limited Partnership
Act known as Sunwood Village Joint Venture, Limited Partnership, to
hold and manage a single income-producing apartment complex known
as Sunwood Village Apartments located in Las Vegas, Nevada
(hereinafter the “Project”).
NOW, THEREOFRE, in consideration of the premises and
the terms and conditions hereinafter set forth, the parties hereto
agree as follows:
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1.
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Name, Place of Business, Registered Office and
Registered Agent
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1.1
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Name . The name of the
Partnership is Sunwood Village Joint Venture, Limited Partnership
or such other name as the General Partner shall hereafter designate
in writing to the Limited Partners.
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1.2
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Place of Business. .
The Partnership’s principal place of business and the address
of the General Partner is Suite LH-06, 4200 Blue Ridge Blvd,.
Kansas City, Missouri, 64113, or such other place or places as the
General Partner may hereafter determine.
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1.3
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Registered Office and Agent
. The Partnership’s registered office shall be
2300 W. Sahara Ave., Third Floor, Box 8, Las Vegas, Clark County,
Nevada 89102 and the name of the registered agent at such address
is Robert D. Martin.
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2.1
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Purpose . The business
and purpose of the Partnership is to own, maintain, operate and
manage the Project, to lease the space therein and to acquire an
own such personal property as may be necessary to effectuate the
foregoing purposes.
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2.2
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Additional Property .
The Partnership may operate, maintain, improve, buy, own, sell,
convey, assign, rent or lease any personal property necessary or
incidental to the operation of the Project. The Partnership will
not, however, purchase or mortgage any real estate other than the
Project itself.
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2.3
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Incorporation of Prior Agreement
. The Partnership was formed due to the requirement
that the Project be placed in a single asset partnership, a
requirement of the new lender in order to obtain refinancing for
the Project. It is the intent of Partners that the provisions of
the partnership agreement from Secured Investment Resources Fund,
L.P. II, to the extent not inconsistent with the provisions
contained herein be incorporated herein. Therefore, the Partners
adopt such partnership agreement, a copy of which is attached
hereto as Exhibit A, as the remaining terms of this Agreement to
the extent that such partnership agreements is not inconsistent
with terms hereof.
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3.
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Additional Provisions .
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3.1
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Sunwood Village, Inc. is designated as the general
partner of the Partnership (the “General Partner”). The
General Partner, and any additional or substitute general partner
of the Partnership, may not be an individual and shall at all times
have as its sole purpose to act as the General Partner of the
Partnership, and shall be engaged in no other business or have any
other purpose. Additionally, any additional or substitute General
Partner of the Partnership shall have organizational documents
which (a) conform in all material respects to the organizational
documents of the General Partner, inclusive of all single
purpose/bankruptcy remote provisions, and which (b) are acceptable
to the Lender.
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3.2
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Notwithstanding any other provision of this
Agreement, the General Partner shall have no authority to perform
any act in respect of the Partnership in violation of (i) any
applicable laws or regulations, or (ii) any agreement between the
Partnership and first Union National Bank or its successors and/or
assigns (collectively, the “Lender”)
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3.3
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The Partnership shall not:
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(a) make any loans to the General Partner or other
Partners or the Partnership’s or any Partner’s
Affiliates (as defined below);
(b) except as permitted by the Lender in writing,
sell encumber (except with respect to the Lender) or otherwise
transfer or dispose of all or substantially all of the properties
of the Partnership (a sale or disposition will be deemed to be
“all or substantially all of the properties of the
Partnership” if the sale or disposition includes the Property
or if the total value of the properties sold or disposed of in such
transaction and during the twelve months preceding such transaction
is 66-23% or more in value of the Partnership’s total assets
as of the end of the most recently completed Partnership fiscal
year.
(c) to the fullest extent permitted by law,
dissolve, wind-up, or liquidate the Partnership:
(d) merge, consolidate or acquire all or
substantially all of the assets of an Affiliate or other entity or
person.
(e) change the nature of the business conducted by
the Partnership; or
(f) except as permitted by the Lender in writing,
amend, modify or otherwise change this Agreement (or, after
securitization of the Loan, only if the Partnership receives (i)
confirmation from each of the applicable rating agencies that such
amendment, modification or change would not result in the
qualification, withdrawal or downgrade of any securities rating and
(ii) permission of the Lender in writing.
For purposes of this Agreement, Affiliate means any
person or entity which directly or indirectly through one or more
intermediaries controls, is controlled by or is under common
control with a Partner. For purposes hereof, the terms
“control”, “controlled” or
“controlling” shall include, without limitation, (i)
the ownership, control or power to vote ten percent (10%) or more
of (x) the outstanding shares of any class of voting securities or
(y) the Partnership or beneficial interests of any such person or
entity, as the case may be directly or indirectly, or acting
through one or more persons or entities, (ii) the control in any
manner of the general partner(s) or the election or more than one
director or trustee (or persons exercising similar functions) of
such person or entity or (iii) the power to exercise, directly or
indirectly, control over the management or policies of such person
or entity.
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3.4
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All funds of the Partnership shall be deposited in
such checking accounts, savings accounts, time deposits, or
certificates of deposit in the
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Partnership’s name or shall be invested in the
Partnership’s name, in such manner as shall be designated by
the General Partner from time-to-time. Except with respect to the
operating account in the name of Limited Partnership. Partnership
funds shall not be commingled with those of any other person or
entity. Partnership funds shall be used by the General Partner only
for the business of the Partnership.
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3.5
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Title to the Partnership assets shall be held in the
Partnership’s name.
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3.6
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The Partnership shall not, and no Partner or other
person or entity on behalf of the Partnership shall, without the
prior written affirmative vote of 100 percent of the Partners, and
the prior written affirmative vote of the Independent Director (as
defined below) of the General Partner (a) institute proceedings to
be adjudicated bankrupt or insolvent; (b) consent to the consenting
to, reorganization or relief under any applicable federal or state
law relating to bankruptcy; (d) consent to the appointment of a
receiver, liquidator, assignee, trustee, make any assignment for
the benefit of creditors; (f) admit in writing its inability to pay
its debts generally as they become due; or (g) take any action in
furtherance of any su
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