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EXHIBIT 10.1
SEVENTH AMENDMENT TO THE THIRD
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
This SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of September 27, 1999
(this "Amendment"), is being executed by AIMCO-GP, Inc., a Delaware corporation
(the "General Partner"), as the general partner of AIMCO Properties, L.P., a
Delaware limited partnership (the "Partnership"), pursuant to the authority
conferred on the General Partner by the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 (the
"Agreement"). Capitalized terms used, but not otherwise defined herein, shall
have the respective meanings ascribed thereto in the Agreement.
WHEREAS, pursuant to the Second Amendment to the Third Amended and
Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of
December 30, 1998 (the "Third Amendment"), the General Partner determined the
designations, preferences and relative, participating, optional or other special
rights, powers and duties of the Class One Partnership Preferred Units; and
WHEREAS, the holders of at least 50% of the outstanding Class One
Partnership Preferred Units have consented to an amendment to the Agreement that
will result in the Class One Partnership Preferred Units ranking on a parity
with all other Preferred Units currently outstanding.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 3 of the Partnership Unit Designation of the Class One
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit O to the
Agreement) is hereby amended to read in its entirety as set forth below:
3. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
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(a) prior or senior to the Class One Partnership Preferred
Units, as to the payment of distributions and as to distributions of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class One Partnership Preferred Units (the Partnership Units referred
to in this paragraph being hereinafter referred to, collectively, as
"Senior Partnership Units");
(b) on a parity with the Class One Partnership Preferred
Units, as to the payment of distributions and as to distribution of
assets upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class One Partnership Preferred Units if (i) such
class or series of Partnership Units shall be Class B Partnership
Preferred Units, Class C Partnership Preferred Units, Class D
Partnership Preferred Units, Class G Partnership Preferred Units, Class
H Partnership Preferred Units, Class I Partnership Preferred Units,
Class J Partnership Preferred Units, Class K Partnership Preferred
Units, Class L Partnership Preferred Units or Class Two Partnership
Preferred Units or (ii) the holders of such class or series of
Partnership Units and the Class One Partnership Preferred Units shall
be entitled to the receipt of distributions and of amounts
distributable upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued and unpaid distributions per
unit or other denomination or liquidation preferences, without
preference or priority one over the other (the Partnership Units
referred to in clauses (i) and (ii) of this paragraph being hereinafter
referred to, collectively, as "Parity Partnership Units"); and
(c) junior to the Class One Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units or Class I High
Performance Partnership Units or (ii) the holders of Class One
Partnership Preferred Units shall be entitled to receipt of
distributions or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the
holders of such class or series of Partnership Units (the Partnership
Units referred to in clauses
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(i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Junior Partnership Units").
2. Section 8 of the Partnership Unit Designation of the Class K
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit P to the
Agreement) is hereby amended to read in its entirety as set forth below:
8. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class K Partnership Preferred
Units, as to the payment of distributions and as to distributions of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class K Partnership Preferred Units (the Partnership Units referred to
in this paragraph being hereinafter referred to, collectively, as
"Senior Partnership Units");
(b) on a parity with the Class K Partnership Preferred Units,
as to the payment of distributions and as to distribution of assets
upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class K Partnership Preferred Units if (i) such class
or series of Partnership Units shall be Class B Partnership Preferred
Units, Class C Partnership Preferred Units, Class D Partnership
Preferred Units, Class G Partnership Preferred Units, Class H
Partnership Preferred Units, Class I Partnership Preferred Units, Class
J Partnership Preferred Units, Class K Partnership Preferred Units,
Class L Partnership Preferred Units, Class One Partnership Preferred
Units or Class Two Partnership Preferred Units or (ii) the holders of
such class or series of Partnership Units and the Class K Partnership
Preferred Units shall be entitled to the receipt of distributions and
of amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accrued and unpaid
distributions per unit or other denomination or liquidation
preferences, without preference or priority one over the other (the
Partnership Units referred to in clauses (i) and (ii) of this paragraph
being hereinafter referred to, collectively, as "Parity Partnership
Units"); and
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(c) junior to the Class K Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units or Class I High
Performance Partnership Units or (ii) the holders of Class K
Partnership Preferred Units shall be entitled to receipt of
distributions or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the
holders of such class or series of Partnership Units (the Partnership
Units referred to in clauses (i) and (ii) of this paragraph being
hereinafter referred to, collectively, as "Junior Partnership Units").
3. Section 3 of the Partnership Unit Designation of the Class I
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit Q to the
Agreement) is hereby amended to read in its entirety as set forth below:
3. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class I Partnership Preferred
Units, as to the payment of distributions and as to distributions of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class I Partnership Preferred Units (the Partnership Units referred to
in this paragraph being hereinafter referred to, collectively, as
"Senior Partnership Units");
(b) on a parity with the Class I Partnership Preferred Units,
as to the payment of distributions and as to distribution of assets
upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class I Partnership Preferred Units if (i) such class
or series of Partnership Units shall be Class B Partnership Preferred
Units, Class C Partnership Preferred Units, Class D Partnership
Preferred Units, Class
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G Partnership Preferred Units, Class H Partnership Preferred Units,
Class J Partnership Preferred Units, Class K Partnership Preferred
Units, Class L Partnership Preferred Units, Class One Partnership
Preferred Units or Class Two Partnership Preferred Units or (ii) the
holders of such class or series of Partnership Units and the Class I
Partnership Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of
accrued and unpaid distributions per unit or other denomination or
liquidation preferences, without preference or priority one over the
other (the Partnership Units referred to in clauses (i) and (ii) of
this paragraph being hereinafter referred to, collectively, as "Parity
Partnership Units"); and
(c) junior to the Class I Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units or Class I High
Performance Partnership Units or (ii) the holders of Class I
Partnership Preferred Units shall be entitled to receipt of
distributions or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the
holders of such class or series of Partnership Units (the Partnership
Units referred to in clauses (i) and (ii) of this paragraph being
hereinafter referred to, collectively, as "Junior Partnership Units").
4. Section 3 of the Partnership Unit Designation of the Class Two
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit R to the
Agreement) is hereby amended to read in its entirety as set forth below:
3. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class Two Partnership Preferred
Units, as to the payment of distributions and as to distributions of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class Two Partnership Preferred Units (the Partnership Units referred
to in this
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paragraph being hereinafter referred to, collectively, as "Senior
Partnership Units");
(b) on a parity with the Class Two Partnership Preferred
Units, as to the payment of distributions and as to distribution of
assets upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class Two Partnership Preferred Units if (i) such
class or series of Partnership Units shall be Class B Partnership
Preferred Units, Class C Partnership Preferred Units, Class D
Partnership Preferred Units, Class G Partnership Preferred Units, Class
H Partnership Preferred Units, Class I Partnership Preferred Units,
Class J Partnership Preferred Units, Class K Partnership Preferred
Units, Class L Partnership Preferred Units or Class One Partnership
Preferred Units or (ii) the holders of such class or series of
Partnership Units and the Class Two Partnership Preferred Units shall
be entitled to the receipt of distributions and of amounts
distributable upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued and unpaid distributions per
unit or other denomination or liquidation preferences, without
preference or priority one over the other (the Partnership Units
referred to in clauses (i) and (ii) of this paragraph being hereinafter
referred to, collectively, as "Parity Partnership Units"); and
(c) junior to the Class Two Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units or Class I High
Performance Partnership Units or (ii) the holders of Class Two
Partnership Preferred Units shall be entitled to receipt of
distributions or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the
holders of such class or series of Partnership Units (the Partnership
Units referred to in clauses (i) and (ii) of this paragraph being
hereinafter referred to, collectively, as "Junior Partnership Units").
5. Section 8 of the Partnership Unit Designation of the Class L
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit S to the
Agreement) is hereby amended to read in its entirety as set forth below:
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8. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class L Partnership Preferred
Units, as to the payment of distributions and as to distributions of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class L Partnership Preferred Units (the Partnership Units referred to
in this paragraph being hereinafter referred to, collectively, as
"Senior Partnership Units");
(b) on a parity with the Class L Partnership Preferred Units,
as to the payment of distributions and as to distribution of assets
upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class L Partnership Preferred Units if (i) such class
or series of Partnership Units shall be Class B Partnership Preferred
Units, Class C Partnership Preferred Units, Class D Partnership
Preferred Units, Class G Partnership Preferred Units, Class H
Partnership Preferred Units, Class I Partnership Preferred Units, Class
J Partnership Preferred Units, Class K Partnership Preferred Units,
Class One Partnership Preferred Units or Class Two Partnership
Preferred Units or (ii) the holders of such class or series of
Partnership Units and the Class L Partnership Preferred Units shall be
entitled to the receipt of distributions and of amounts distributable
upon liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid distributions per unit or
other denomination or liquidation preferences, without preference or
priority one over the other (the Partnership Units referred to in
clauses (i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Parity Partnership Units"); and
(c) junior to the Class L Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units or Class I High
Performance Partnership Units or (ii) the holders of Class L
Partnership Preferred Units shall be entitled to receipt of
distributions or of amounts
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distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of such class or
series of Partnership Units (the Partnership Units referred to in
clauses (i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Junior Partnership Units").
6. Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the Agreement shall remain unmodified and continue
in full force and effect and, except as amended hereby, all of the terms,
covenants, provisions and conditions of the Agreement are hereby ratified and
confirmed in all respects.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.
GENERAL PARTNER:
AIMCO-GP, INC.
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
