EXHIBIT 3.4
SIXTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
This
SIXTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of
April 30, 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, LP, a Delaware
limited partnership (the “ Partnership ”), is
governed pursuant to the terms of that certain Limited Partnership
Agreement of Consolidated Capital Institutional Properties, dated
as of April 28, 1981, 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; and
WHEREAS,
the General Partner has determined that the Partnership’s
existing limited partnership interests should be converted into
three separate series of limited partnership interests that have
separate rights with respect to (i) the Partnership’s
membership interest in CCIP Knolls, L.L.C., which owns the Knolls
Apartments, (ii) the Partnership’s membership interest
in CCIP Society Park East, L.L.C., which owns the Dunes Apartments,
and (iii) the Partnership’s interests in all other
limited partnerships and limited liability companies.
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 . The
Partnership Agreement is hereby amended by the addition of a new
Article XXII, which will read in its entirety as follows: |
XXII.
DESIGNATION OF SERIES OF LIMITED PARTNERSHIP INTERESTS
22.01
Designation of Series; Conversion of Existing Units . There
is hereby established three series of Units of limited partnership
interest in the Partnership, designated as “Series A
Units,” “Series B Units” and
“Series C Units.” Each series of Units shall
entitle the holder thereof to the respective rights set forth in
this Article XXII. 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, each then outstanding Unit of limited partnership
interest in the Partnership shall automatically be converted into
one Series A Unit, one Series B Unit and one
Series C Unit.
22.02
Series A Units . From and after the Establishment Date,
the following assets shall be allocated solely to the Series A
Units 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) and the
Series C Subsidiary (as defined below), (ii) all
consideration received by the Partnership from the issuance or sale
of any Series A Units, or from any additional capital
contributions relating to the Series A Units, 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
1
proceeds. No
Limited Partners, other than Limited Partners who hold
Series A Units, shall have any claim on or any right to any
assets allocated solely to the Series A Units.
22.03
Series B Units . From and after the Establishment Date,
the following assets shall be allocated solely to the Series B
Units 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 CCIP Knolls, L.L.C., a Delaware limited
liability company (the “ Series B Subsidiary
”), (ii) all consideration received by the Partnership
from the issuance or sale of any Series B Units, or from any
additional capital contributions relating to the Series B
Units, 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 Limited Partners, other than Limited Partners who
hold Series B Units, shall have any claim on or any right to
any assets allocated solely to the Series B Units.
22.04
Series C Units . From and after the Establishment Date,
the following assets shall be allocated solely to the Series C
Units 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 CCIP Society Park East, L.L.C., a Delaware
limited liability co
