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EXHIBIT 3(b)
FIRST AMENDMENT TO
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
AGREEMENT OF LIMITED PARTNERSHIP DATED MAY 16, 1985
This First Amendment To Uniprop Manufactured Housing Communities Income
Fund Agreement Of Limited Partnership Dated May 16, 1985 (this "Agreement")
executed as of March 4, 1986 by P.I. Associates Limited Partnership, a Michigan
limited partnership (the "General Partner") pursuant to the powers granted to
the General Partner in the Uniprop Manufactured Housing Communities Income Fund
Agreement of Limited Partnership dated as of May 16, 1985 (as amended and
restated to date, the "Partnership Agreement").
1. The following provisions of the Partnership Agreement are
amended in accordance with the provisions of Section 17a thereof to effect the
following changes;
(A) The definition of "Capital Account" set forth in
Section 1 is amended and restated in its entirety as follows:
"Capital Account" means the Capital Contribution of a Partner
(or predecessor in interest) to the Partnership increased by such
Partner's (or predecessor in interest's) distributive share of income
and gain (including income and gain exempt from Federal income tax) of
the Partnership and reduced by such Partner's (or predecessor in
interest's) distributive share of losses, deductions and expenditures
not deductible in computing taxable income, but not properly chargeable
to Capital Account, of the Partnership and by the amount of all
distributions of cash to such Partner (or predecessor in interest). For
purposes of the preceding sentence, (i) all amounts paid or incurred to
organize the Partnership or to promote the sale of (or to sell)
interests in the Partnership (other than amounts with respect to which
an election is properly made under Section 709(b) of the Code, and (ii)
any losses incurred in connection with the sale or exchange of
Partnership property which are disallowed to the Partnership under
Section 267(a)(l) or 707(b) of the Code, shall be treated as
expenditures of the Partnership not deductible in computing taxable
income but not properly chargeable to capital account. Notwithstanding
anything in this Agreement to the contrary, the Capital Accounts of the
Partners shall be subject to adjustment as necessary to maintain said
Capital Accounts in the manner required under Section 704 of the Code
and the Treasury Regulations promulgated from time to time thereunder.
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(B) The definition of "Gain From Sale" set forth in Section
1 is amended and restated in its entirety as follows:
"Gain From Sale" means any net income or gain of the
Partnership for Federal income tax purposes resulting from a Capital
Transaction other than "recapture income" realized by the Partnership
pursuant to Section 1245 or Section 1250 of the Code in respect of cost
recovery and depreciation deductions subject to allocation under Section
10a(v) hereof.
(C) Section 10a(v) is amended and restated in its entirety
as follows:
(v) Notwithstanding the foregoing, (a) Depreciation and
cost recovery deductions in each taxable year shall be allocated to the
Class A Partners and the General Partner, respectively, in the same
ratio as Net Income is allocated to the Limited Partners and the General
Partner, and the Limited Partners and the General Partner, respectively,
pursuant to Section 10a(ii); provided, however, that in no event shall
any depreciation or cost recovery deduction be allocated to any Limited
Partner in excess of the positive balance, if any, in his Capital
Account, and any such excess depreciation or cost recovery deductions
shall be allocated to the General Partner. "Recapture income", if any,
realized by the Partnership pursuant to Section 1245 or Section 1250 of
the Code shall be allocated to the Partners to whom the prior
corresponding cost recovery and depreciation deductions were allocated
under Section 10a(v) in proportion to and to the extent of such
allocations. The allocation provided for in the preceding sentence
shall be made prior to the making of any allocation of Gain From Sale
under Section 10a(iv); (b) Investment tax credits, if any, shall be
allocated among the Partners in the same proportions as Net Income is
allocated among the Partners pursuant to Section 10a(ii) for the taxable
year in which the property for which such investment tax credits are
allowable is placed in service. Any upward or downward adjustment in
the adjusted basis of any such property pursuant to Section 48(q) of the
Code shall be reflected by a corresponding increase or decrease in the
Capital Accounts of the Partners. Any "recapture" of investment tax
credits in subsequent taxable years shall be allocated to the Partners
to whom such investment tax credits previously were allocated in
proportion to and to the extent of the amounts so allocated; and (c) Any
expenditures by the Partnership which constitute "nondeductible
syndication expenses" under Section 709(a) of the Code or partnership
organizational expenses under Section 709(b) of the Code (other than
any such organizational expenses with respect to which an election is
properly made under Section 709(b) of the Code) and any income
of the Partnership which is exempt from Federal income tax shall be
allocated 99% to the Limited Partners and 1% to the General Partner.
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(D) Section 10a is amended to add a new subsection (vii) as
follows:
(vii) For purposes of this Agreement, each Partner's
Capital Account balance as of the end of any taxable year of the
Partnership shall be reduced by the amount of any adjustments,
allocations and distributions described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) and reasonably expected to be made.
In the event that during any taxable year any Partner unexpectedly
receives such an adjustment, allocation or distribution, such Partner
will be allocated items of income and gain in an amount and manner
sufficient to eliminate any deficit balance in his Capital Account
resulting from such unexpected adjustment, allocation or distribution as
quickly as possible.
(E) Section 18e is amended and restated in its entirety as
follows:
e. Depreciation and Elections--With respect to all
depreciable assets of the Partnership, the General Partner on behalf of
the Partnership may elect to use any permissible method of depreciation
or cost recovery for Federal income tax purposes. The General Partner
shall have the authority to make any or all permissible elections or
other determinations on behalf of the Partnership under the Code or
other Federal, state or local tax laws. However, the partnership will
not make an election under Section 754 of the Code to adjust the basis
of Partnership property on the transfer of a Partnership interest unless
the General Partner, in its sole discretion, determines that such an
election would be in the best interests of the Partnership and all the
Limited Partners. In the event of an adjustment to the adjusted basis
of any Partnership property under Section 732, Section 734 or Section
743 of the Code, the Capital Accounts of the Partners shall be adjusted
as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).
2. Except as amended herein, the Uniprop Manufactured Housing
Communities Income Fund Agreement Of Limited Partnership dated as of May 16,
1985, as amended and restated to date, shall continue to be in full force and
effect.
3. The Uniprop Manufactured Housing Communities Income Fund
Agreement of Limited Partnership dated as of May 16, 1985, as amended and
restated to date and as amended by this Agreement, supersedes any prior
understanding or agreement, oral or written, with respect thereto.
4. (A) The invalidity of any portion of this Agreement shall
not affect the validity of the remainder hereof.
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(B) Whenever the singular number is used in this Agreement,
and when required by context, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders and the word
"person" shall include a corporation, firm, partnership or other form of
association.
(C) The terms and provisions of this Agreement and any
dispute arising hereunder shall be governed by the laws of the State of
Michigan. The Courts of the State of Michigan shall have the sole and
exclusive jurisdiction in any case or controversy arising under this
Agreement or by reason of this Agreement.
GENERAL PARTNER
P.I. Associates Limited Partnership,
a Michigan limited partnership
BY: /s/ Xxxx Xxxxx
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XXXX XXXXX, general partner
BY: /s/ Xxxx X. Xxxxxxx
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XXXX XXXXXXX, general partner
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