Exhibit 10.3
SECOND AMENDMENT TO
THE
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ASSET INVESTORS OPERATING
PARTNERSHIP, L.P.
Dated effective as of May 3, 2002
THIS SECOND AMENDMENT TO THE
AGREEMENT OF LIMITED PARTNERSHIP OF ASSET INVESTORS OPERATING
PARTNERSHIP, L.P., dated effective as of May 3, 2002, is made by
and among AMERICAN LAND LEASE, INC., a Delaware corporation, as
general partner (the “General Partner”) and the limited
partners (the “Limited Partners”) of Asset Investors
Operating Partnership, L.P., a Delaware limited partnership (the
“Partnership”).
WHEREAS, certain amendments (the
“Amendments”) have been proposed to that certain
Agreement of Limited Partnership of Asset Investors Operating
Partnership, L.P., dated as of April 30, 1997, as amended (the
“Partnership Agreement”); and
WHEREAS, a majority in interest of
the Limited Partners have granted their written consent to the
Amendments.
NOW THEREFORE, the Partnership
Agreement is hereby amended as follows:
The following definition shall be
added to Section 1.1 in appropriate alphabetical order:
“ Partnership Common
Units ” shall mean any and all Partnership Units other
than those classes of Partnership Units which may be designated
from time to time pursuant to a Partnership Unit Designation under
Section 9.3 of this Agreement.
Article IV, Section 4.5(a) of the
Partnership Agreement is hereby amended and restated to read as
follows:
(i) credited with: the amount of
cash contributed by such Partner to the capital of the Partnership;
the initial Gross Asset Value (net of liabilities secured by such
contributed asset that the Partnership assumes or takes subject to)
of any
other asset contributed by such Partner to the
capital of the Partnership; the amount of unsecured liabilities of
the Partnership assumed by such Partner; such Partner’s
distributive share of Profits; and any other items in the nature of
income or gain that are allocated to such Partner pursuant to
Section 6.1 or an applicable Partnership Unit Designation, but
excluding tax items described in Regulations Section
1.704-1(b)(4)(i); and
(ii) debited with: the amount of
cash distributed to such Partner pursuant to the provisions of this
Agreement; the Gross Asset Value (net of liabilities secured by
such distributed asset that such Partner assumes or takes subject
to) of any Partnership asset distributed to such Partner pursuant
to any provision of this Agreement; the amount of unsecured
liabilities of such Partner assumed by the Partnership; such
Partner’s distributive share of Losses; in the case of the
General Partner, payments of REIT Expenses by the Partnership; and
any other items in the nature of expenses or losses that are
allocated to such Partner pursuant to Section 6.1 or an applicable
Partnership Unit Designation, but excluding tax items described in
Regulations Section 1.704-1(b)(4)(i).
In the event that any or all of a
Partner’s Partnership Units are transferred within the
meaning of Regulations Section 1.704-1(b)(2)(iv)(1), the
transferee thereof shall succeed to the Capital Account of the
transferor to the extent that it relates to the Partnership Units
so transferred.
In the event the Gross Asset Values
of Partnership assets are adjusted pursuant to Section 4.5(b)(ii),
the Capital Accounts of the Partners shall be adjusted to reflect
the aggregate net adjustments as if the Partnership sold all of its
property for its fair market values and recognized gain or loss for
federal income tax purposes equal to the amount of such
aggregate
