EXHIBIT 3.3
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
This AMENDMENT (this "Amendment") dated as of November 20, 2003, to the
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the "Partnership
Agreement") of WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP, a Massachusetts
limited partnership (the "Partnership"), is entered into by the undersigned.
WITNESSETH:
WHEREAS, pursuant to Section 11.2.B(ii) of the Partnership Agreement, a
majority in interest of the Limited Partners have consented in writing to this
Amendment to the Partnership Agreement; and
WHEREAS, pursuant to the Partnership Agreement the General Partner may
execute this Amendment to the Partnership Agreement on behalf of the Partnership
and the Limited Partners;
NOW, THEREFORE, the parties agree as follows:
1. Section 2.4 of the Partnership Agreement is hereby amended to read
in its entirety as follows:
"The Partnership commenced upon the filing with the Secretary
of State of the Commonwealth of Massachusetts on June 20,
1983, of an Agreement and Certificate of Limited Partnership
pursuant to the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts and shall continue in full force
and effect until December 31, 2021 or until dissolution prior
thereto pursuant to the provisions hereof."
2. Except as amended and modified by this Amendment, all other terms of
the Partnership Agreement shall remain unchanged.
3. This Amendment shall be governed by and construed as to validity,
enforcement, interpretations, construction, effect and in all other respects by
the internal laws of the Commonwealth of Massachusetts.
4. All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in the Partnership Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective signatures to be hereunto affixed and attested,
all as of the day and year first above written.
MANAGING GENERAL PARTNER
Two Winthrop Properties, Inc.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President - Residential
LIMITED PARTNERS
By: Two Winthrop Properties, Inc., as attorney-in
fact pursuant to the power of attorney provided
in Section 11.1 of the Partnership Agreement.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President - Residential
