EXHIBIT 3.3
FIFTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP
This
FIFTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP, dated as of
March 19, 2008 (this “ Amendment ”), is by
and among ConCap Equities, Inc., a Delaware corporation (the
“ General Partner ”), and the Limited Partners.
All capitalized terms used in this Amendment but not otherwise
defined herein shall have the respective meanings given to them in
the Partnership Agreement (as defined below).
WHEREAS,
Consolidated Capital Institutional Properties/2, a California
limited partnership (the “ California Partnership
”), and Consolidated Capital Institutional Properties/2, LP,
a Delaware limited partnership (the “ Delaware
Partnership ”), are parties to an Agreement and Plan of
Merger, dated as of March 19, 2008 (the “ Merger
Agreement ”);
WHEREAS,
pursuant to the Merger Agreement, the California Partnership will
be merged with and into the Delaware Partnership, with the Delaware
Partnership as the surviving entity;
WHEREAS,
pursuant to the Merger Agreement, at the effective time of the
merger, the Amended and Restated Limited Partnership Agreement of
Consolidated Capital Institutional Properties/2, made as of
April 12, 1983, and amended and restated as of June 24,
1983, as amended immediately prior to the effective time of the
merger (the “ Partnership Agreement ”), and as
further amended by this Amendment, will become the partnership
agreement of the Delaware Partnership; and
WHEREAS,
the merger will be effected upon the approval or consent of
(i) the general partner of both the California Partnership and
the Delaware Partnership, and (ii) a majority in interest of
each class of limited partners of both the California Partnership
and the Delaware Partnership.
NOW,
THEREFORE, in consideration of these premises and of the mutual
provisions, conditions and covenants herein contained, the parties
hereto do hereby agree as follows:
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Amendments to the Partnership Agreement . At the
effective time of the Merger, the Partnership Agreement shall be
amended as follows: |
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(a) |
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Section 1.01 of the Partnership Agreement is hereby
amended and restated to read in its entirety as follows: |
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“ 1.01 Formation and Agreement of Limited
Partnership. Consolidated Capital Institutional Properties/2
was originally formed as a limited partnership (the
“California Partnership”) pursuant to the provisions of
the California Uniform Limited Partnership Act as set forth in
Title 2, Chapter 2, of the California Corporations Code, upon
the terms and conditions set forth in an agreement made as of
April 12, 1983, and amended and restated as of June 24,
1983. Pursuant to an Agreement and Plan of Merger, dated as of
March 19, 2008, by and between the California Partnership and
Consolidated Capital Institutional Properties/2, LP, a Delaware
limited partnership (the “Delaware Partnership”), the
California Partnership was merged with and into the Delaware
Partnership, with the Delaware Partnership as the surviving entity
(the “Surviving Entity”) in the merger (the
“Merger”). At the effective time of the Merger (the
“Effective Time”), the Merger had the effect provided
by applicable law, and the following consequences: (a) the
certificate of limited partnership of the Delaware Partnership in
effect immediately prior to the Effective Time became the
certificate of limited partnership of the Surviving Entity;
(b) the limited partnership agreement of the California
Partnership in effect immediately prior to the Effective Time, as
amended as set forth on Annex A to the Merger Agreement, became
the |
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