Exhibit 3.5
SEVENTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP
This SEVENTH AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL
PROPERTIES/2, LP, dated as of May 8, 2008 (this
"Amendment"), is made by ConCap Equities, Inc., a Delaware
corporation (the "General Partner"). 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, LP, a Delaware limited partnership
(the "Partnership"), is governed pursuant to the terms of that
certain Limited Partnership Agreement of Consolidated
Capital Institutional Properties/2, dated as of April 12, 1983, as
amended to date (the "Partnership Agreement" and, as amended
by this Amendment, the "Agreement");
WHEREAS, pursuant to Article XXI of
the Partnership Agreement, the General Partner is authorized to
amend the Partnership Agreement as it determines may be necessary
or desirable to establish, and convert existing limited partnership
interests into, different designated series of limited partnership
interests that have separate rights with respect to specified
partnership property, in accordance with Section 17-218 of the
Delaware Revised Uniform Limited Partnership Act;
WHEREAS, the General Partner has
previously amended the Partnership Agreement to convert each of the
Units of limited partnership interest into two separate series of
limited partnership interests that have separate rights with
respect to (i) the Partnership's membership interest in Canyon
Crest, L.L.C., which owns the Canyon Crest Apartments and (ii) the
Partnership ' s interests in all other limited
partnerships and limited liability companies; and
WHEREAS, the General Partner has
determined that its interest in the Partnership should be converted
into three separate series that correspond to the series of
interests into which the Limited Partners ' interests
were converted.
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:
1.
Amendments to the Partnership Agreement. Article XXII of the
Partnership Agreement is hereby amended
to read in its entirety as follows:
XXII.
DESIGNATION OF SERIES OF PARTNERSHIP INTERESTS
22.01
Designation of Series; Conversion of Existing
Interests.
(a)
There is hereby established two
series of interests in the Partnership, with each series comprised
of both a General Partner's interest in the Partnership and the
Limited Partners' interest in the Partnership. The General
Partner's interests are hereby designated as a "Series A GP
Interest" and a "Series B GP Interest." The Limited Partners'
interests are hereby designated as "Series A Units" and "Series B
Units." The collective interests of both the General Partner and
the Limited Partners of each series are herein referred to as the
"Series A Interests" and the "Series B Interests,"
respectively.
(b)
Effective as of the close of
business on April 30, 2008 (the "Establishment
Date"), without any further action by the General Partner or
any Limited Partner, (i) the interest of the General Partner in the
Partnership shall automatically be converted into a Series A GP
Interest and a Series B GP
Interest, and (ii) each then outstanding Unit of limited
partnership interest in the Partnership shall automatically
be converted into one Series A Unit and one Series B
Unit.
(c) Each series of
interests shall entitle the holders thereof to the respective
rights set forth in this Article XXII. The relative rights of the
General Partner, on one hand, and the Limited Partners, on the
other, prior to the Establishment Date shall be maintained after
the Establishment Date, but considered on a series by series basis.
The General Partner's Series A GP Interest and Series B GP Interest
shall only entitle it to receive an amount equal to a 1% allocation
of the Partnership ' s Net Profits and Net Losses, and
1% of distributions of Distributable Cash From Operations, in each
case, calculated on a series by series basis.
22.02
Series A Interests. From and after the Establishment Date,
the following assets shall be allocated solely to the Series A
Interests for all purposes, and shall be so recorded upon the books
of account of the Partnership: (i) all of the Partnership's
interests in any entity in which the Partnership owns an interest,
other than the Series B Subsidiary (as defined below), (ii) all
consideration received by the Partnership from the issuance or sale
of any Series A Interests, or from any additional capital
contributions relating to the Series A Interests, and all assets in
which such consideration is invested, and (iii) all interest,
dividends, distributions, income, earnings, profits, gains and
proceeds from any assets described in the foregoing clauses (i) and
(ii), including any proceeds derived from the refinancing, sale or
other disposition of such assets, and any funds or payments derived
from any reinvestment of such proceeds. No Person, other than a
Person who holds a Series A Interest, shall have any claim on or
any right to any assets allocated solely to the Series A
Interests.
22.03 Series B
Interests. From and after the Establishment Date, the following
assets shall be allocated solely to the Series B Interests for all
purposes, and shall be so recorded upon the books of account of the
Partnership: (i) all of the Partnership's membership interest in
Canyon Crest, L.L.C., a Delaware limi
