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S.V.G. PROPERTIES, L.P.
FOURTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE
The undersigned, pursuant to N.J.S. 42:2A-16, desiring to amend
the Limited Partnership Certificate of SVG Properties, L.P. ,
hereby certify as follows:
1. The name of the limited Partnership is S.V.G. Properties,
L.P.
2. a. The original Certificate of Limited Partnership was
filed with the Secretary of State of New Jersey on May 12, 1987.
b. The Certificate of Limited Partnership was amended and
restated on May 15, 1987, April 12, 1989, August 21, 1989, and
November 29, 1994.
c. The Fourth Amended and Restated Limited Partnership
Agreement and Certificate was amended on November 29, 1994,
January 17, 1996 and August 9, 1996.
3. The Fourth Amendment and Restated Partnership Agreement of
SVG Properties, L.P. shall be amended as follows:
ARTICLE XIV - SPECIAL PURPOSE ENTITY.
A. Purpose. Notwithstanding any provision hereof to
the contrary, the following shall govern: The nature of the
business and of the purposes to be conducted and promoted by
the Partnership, is to engage solely in the following
activities:
1. To own, hold, sell, assign, transfer,
operate, lease, mortgage, pledge and otherwise deal with
certain parcels of real property, together with all
improvements located thereon, located at 000 Xxxxxx Xxxxxx,
xx xxx Xxxxxxx xx Xxxxxx Xxxx, Xxxxx xx Xxxxxxxxxxxx,
commonly known as Spring Village Apartments (the
"Property").
2. To exercise all powers enumerated in the
Uniform Limited Partnership Law (1976), as amended, of New
Jersey, necessary or convenient to the conduct, promotion or
attainment of the business or purposes otherwise set forth
herein.
B. Certain Prohibited Activities. Notwithstanding any
provision hereof to the contrary, the following shall
govern: The Partnership shall only incur indebtedness in an
amount necessary to acquire, operate and maintain the
Property, or as otherwise permitted under the documents
creating the first mortgage lien on the Property. For so
long as any mortgage lien exists on the Property, the
Partnership shall not incur, assume, or guaranty any other
indebtedness. The Partnership shall not consolidate or
merge with or into any other entity or convey or transfer
its properties and assets substantially as an entirety to
any entity unless (i) the entity (if other than the
Partnership) formed or surviving such consolidation or
merger or that acquired by conveyance or transfer the
properties and assets of the Partnership substantially as
an entirety (a) shall be organized and existing under the
laws of the United States of America or any State or the
District of Columbia, (b) shall include in its
organizational documents the same limitations set forth in
this Article XIV and (c) shall expressly assume the due
and punctual performance of the partnership's obligations;
and (ii) immediately after giving effect to such
transaction, no default or event of default under any
agreement to which it is a party shall have been committed
by this Partnership and be continuing. For so long as a
mortgage lien exists on the Property, the Partnership will
not voluntarily commence a case with respect to itself, as
debtor, under the Federal Bankruptcy Code or any similar
federal or state statute without the unanimous consent of
all of the partners of the Partnership. For so long as a
mortgage lien exists on the Property, no material amendment
to this Partnership agreement may be made without first
obtaining approval of the mortgagee holding a first
mortgage lien on the Property."
C. Indemnification. Notwithstanding any provision
hereof to the contrary, the following shall govern: Any
indemnification shall be fully subordinated to any
obligations respecting the Property and shall not constitute
a claim against the Partnership in the event that cash flow
is insufficient to pay such obligations."
D. Separateness Covenants. Notwithstanding any
provision hereof to the contrary, the following shall
govern: For so long as any mortgage lien exists on the
Property, in order to preserve and ensure its separate and
distinct identity, in addition to the other provisions set
forth in this Partnership agreement, the Partnership shall
conduct its affairs in accordance with the following
provisions:
1. It shall establish and maintain an office
through which its business shall be conducted separate and
apart from that of any of its affiliates and shall allocate
fairly and reasonably any overhead for shared office space.
2. It shall maintain separate Partnership records
and books of account from those of any affiliate.
3. It shall not commingle assets with those of any
affiliate.
4. It shall conduct its own business in its own
name.
5. It shall maintain financial statements separate
from any affiliate.
6. It shall pay any liabilities out of its own
funds, including salaries of any employees, not funds of any
affiliate.
7. It shall maintain an arm's length relationship
with any affiliate.
8. It shall not guarantee or become obligated for
the debts of any other entity, including any affiliate, or
hold out its credit as being available to satisfy the
obligations of others.
9. It shall use stationery, invoices and checks
separate from any affiliate.
10. It shall not pledge its assets for the benefit
of any other entity, including any affiliate.
11. It shall hold itself out as an entity separate
from any affiliate.
For purpose of this Article XIV, the following terms
shall have the following meanings:
"affiliate" means any person controlling or controlled
by or under common control with the Partnership including,
without limitation (i) any person who has a familial
relationship, by blood, marriage or otherwise with any
partner or employee of the Partnership, or any affiliate
thereof and (ii) any person which receives compensation for
administrative, legal or accounting services from this
Partnership, or any affiliate. For purposes of this
definition, "control" when used with respect to any
specified person, means the power to direct the management
and policies of such person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"person" means any individual, corporation,
Partnership, limited liability company, joint venture,
association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization, or
government or any agency or political subdivision thereof.
E. Dissolution. Notwithstanding any provision
hereof to the contrary, the following shall govern: The
Partnership shall not terminate solely as a consequence of
the bankruptcy of one or more of the general partners of the
Partnership so long as there remains a solvent general
partner of the Partnership.
Notwithstanding any provision hereof to the contrary,
the following shall govern: Subject to applicable law,
dissolution of the Partnership shall not occur so long as
the Partnership remains mortgagor of the Property.
4.The effective date of this Amendment shall be upon filing.
IN WITNESS WHEREOF, the parties hereto have caused this
Limited Partnership Agreement to be duly executed on this 9th
day of September, 1997.
GENERAL PARTNER
SPRING VILLAGE HOLDINGS, INC.
Attest:
By: Xxxxx X. Xxxxxxx, President
Xxxxx X. Xxxxxxx, Secretary
