EXHIBIT 3.3
-----------
AMENDMENT TO THE AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF ARVIDA/JMB PARTNERS, L.P.
This Amendment ("Amendment") to the Amended and Restated Agreement of
Limited Partnership dated as of September 10, 1987 (as amended or
supplemented immediately prior to this Amendment, the "Partnership
Agreement") of Arvida/JMB Partners, L.P. (the "Partnership"), a Delaware
limited partnership, is made effective as of October 29, 2002, by and among
the General Partner, the Associate Limited Partners, the Initial Limited
Partner and The St. Xxx Company as a Limited Partner.
The General Partner has approved the Amendment and, pursuant to a
Consent Solicitation Statement, dated October 29, 2002, recommended that
Holders of Interests consent to the Amendment.
Limited Partners holding a majority of the outstanding Limited
Partnership Interests have approved the Amendment by written consent.
NOW, THEREFORE, in consideration of the premises and the mutual
promises made herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Article V, Section 5.5J of the Partnership Agreement is hereby
deleted in its entirety and the following shall be inserted in its place:
(i) The liquidation of the Partnership shall be completed on
or prior to October 31, 2005; upon the completion of such liquidation, and
consistent with Section 8.3 hereof, the General Partner, may, in its sole
discretion, determine to contribute any remaining assets of the
Partnership, subject to all remaining obligations and liabilities
(including contingent liabilities) of the Partnership, to a liquidating
trust, with each of the General Partner, Associate Limited Partners and
Holders of Interests to receive a proportionate beneficial interest therein
based upon their respective Interests in the Partnership, for the purpose
of liquidating any non-cash assets and providing an orderly payment and
satisfaction of any such remaining obligations and liabilities and as
promptly as is practicable, to make one or more liquidating distributions
of any remaining funds to the holders of interests in such liquidating
trust.
(ii) JMB and its Affiliates will be permitted to purchase at
appraised fair market value any of the interests held by the Partnership in
Properties in which JMB or any of its Affiliates (other than the
Partnership) has an interest. In such event, an independent appraiser
shall be selected by ML Real Estate Associates II and proposed by the
General Partner for approval by the Limited Partners. Such appraiser shall
be deemed approved by the Limited Partners unless objected to in writing by
the Holders of a majority of the then outstanding Limited Partnership
Interests within 45 days after Notification thereof is sent by the General
Partner. The appraisal shall be requested by the General Partner
sufficiently in advance to be received by October 31, 2005. The appraisal
shall value the interest in the Property or Properties to be sold to JMB or
any Affiliate. The cost of obtaining the appraisal shall be borne equally
by the Partnership and the purchaser of the interest in the Property or
Properties. The General Partner shall then submit the appraisal of the
value of the Property or Properties to an independent nationally-recognized
1
investment banking firm or real estate advisory company, which shall be
retained by the General Partner specifically with respect to the
determination of such value. The sale of such interest of the Partnership
to JMB or any Affiliate shall not be consummated unless and until the
General Partner has obtained from such investment banking firm or real
estate advisory company a letter of opinion, addressed to the Partnership,
concluding that the appraised sales price and the other terms of the
purchase are fair to the Partnership. The General Partner shall have 120
days from receipt of a favorable letter of opinion to purchase, or to cause
JMB or its Affiliates to purchase, the Property or Properties at their
appraised fair market value.
2. Capitalized terms used but not defined in this Amendment have
the meanings for such terms set forth in the Amended and Restated Agreement
of Limited Partnership dated as of September 10, 1987, of the Partnership.
3. Except as otherwise provided in this Amendment, the terms and
provisions of the Partnership Agreement are ratified and confirmed and
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of October 29, 2002.
GENERAL PARTNER
---------------
ARVIDA/JMB MANAGERS, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Title: Vice President
------------------------------
LIMITED PARTNERS
----------------
JMB INVESTOR SERVICES CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------
Title: Vice President
------------------------------
ARVIDA/JMB ASSOCIATES
By: 900 Investment Management, L.P.,
managing partner
By: 900 Investment Management, Inc.,
general partner
By: /s/ Xxxx Xxxxxxx
------------------------------
Title: Vice President
------------------------------
2
ARVIDA/JMB LIMITED PARTNERSHIP
By: Arvida/JMB Associates,
general partner
By: 900 Investment Management, L.P.,
managing partner
By: 900 Investment Management, Inc.,
general partner
By: /s/ Xxxx Xxxxxxx
------------------------------
Title: Vice President
------------------------------
THE ST. XXX COMPANY
By: Arvida/JMB Managers, Inc.,
attorney-in-fact
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Title: Vice President
------------------------------
3
