EXHIBIT 3.4
SIXTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP
This
SIXTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, 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/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; and
WHEREAS,
the General Partner has determined that the Partnership’s
existing limited partnership interests should be converted 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.
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 two series of Units of limited
partnership interest in the Partnership, designated as
“Series A Units” and “Series B
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 and
one Series B 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), (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 proceeds. No Limited Partners, other
than
1
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 Canyon Crest, 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 Allocation of Certain Assets a
