Amendment to Amended and Restated Limited Partnership Agreement of Century Properties Fund XVII
Exhibit 3.4
EXHIBIT B
On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph 5.4:
5.5 In the event that, immediately prior to the dissolution and termination of
the Partnership, each Limited Partnership Unit Holder has not received an aggregate
amount of Distributions (including any amounts to be distributed upon liquidation of
the Partnership) which equals or exceeds its Original Invested Capital, the General
Partner shall contribute in cash to the Partnership an amount equal to the lesser
of: (i) the total amount of Distributions paid by the Partnership to the General
Partner pursuant to the General Partner’s 2 percent interest in the Partnership
Distributions; or (ii) the amount by which the aggregate amount of the Original
Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate
amount of Distributions to all Limited Partnership Unit Holders. Any amount
contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5
shall be allocated to the Limited Partnership Unit Holders and shall be apportioned
among them based on the difference between the Original Invested Capital of each
Limited Partnership Unit Holder and the actual Distributions which he has received.
On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3:
Notwithstanding the foregoing, in the event that the General Partner is
required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains
which would otherwise be allocated to the General Partner will be reallocated to the
Limited Partnership Unit Holders to the extent that the General Partner is required
to contribute cash to the Partnership pursuant to Paragraph 5.5.
Dated: May 14, 1982
