FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
Exhibit 3.4
FIRST AMENDMENT
TO THE
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
TO THE
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 (the “Amendment”) is entered into as of the 23rd
day of October, 1990, by and among Consolidated Capital Equities Corporation, a Colorado
corporation (“CCEC”), ConCap Equities, Inc., a Delaware corporation (“ConCap”), and the Limited
Partners (herein so called).
WHEREAS, CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, a California limited partnership
(the “Partnership”), exists pursuant to that certain SECOND AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT dated as of July 15, 1985 (the “Partnership Agreement”); unless otherwise
defined herein, terms used herein with their initial letters capitalized shall have the same
meanings given such terms in the Partnership Agreement;
WHEREAS, pursuant to an Information Statement and Solicitation of Limited Partners dated
August 10, 1990, CCEC has obtained consents of the requisite percentage-in-interest of the Limited
Partners (i.e., Limited Partners holding greater than fifty percent (50%) of the Units) necessary
for CCEC to assume the Partnership Agreement pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx
Bankruptcy Code and to assign its partnership interest to ConCap, to elect ConCap as a successor
General Partner to continue the Partnership business, and to amend the Partnership Agreement, as
set forth herein; and
WHEREAS, the parties desire to amend the Partnership Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises, the agreements of the parties herein
contained, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and confessed, the parties hereby agree as follows:
1. Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx are hereby removed as individual General Partners
of the Partnership.
2. The interest of CCEC as a General Partner of the Partnership has been assigned and
transferred to ConCap. ConCap has been elected as a General Partner of the Partnership by Limited
Partners holding a majority of the Units to continue the Partnership business. ConCap has
succeeded to all rights, titles and interests in the Partnership formerly held by CCEC, and from
and after the date hereof, ConCap shall be the sole Corporate General Partner and the sole managing
General Partner of the Partnership.
3. All references contained in the Partnership Agreement to CCEC as a General Partner of the
Partnership are hereby amended to reflect the assignment and transfer to ConCap and the election by
the Limited Partners of ConCap as the sole managing General Partner of the Partnership. To the
extent not inconsistent with the foregoing, ConCap shall also be the sole Corporate General Partner
of the Partnership.
4. The address of ConCap, the sole managing General Partner of the Partnership, is as follows:
0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000.
5. The principal place of business of the Partnership has been changed to the following
address:
c/o ConCap Equities, Inc.
0000 XXX Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000.
0000 XXX Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000.
6. The following Section 8.06 is hereby added to the Partnership Agreement:
8.06 Change of Control of Corporate General Partner. Prior to October
23, 1995 (the “Restriction Period”), no change of control of the Corporate
General Partner may occur unless approved in advance by Limited Partners
holding at least fifty-one percent (51%) of the Units. For purposes hereof,
a change of control of the Corporate General Partner shall mean the
transfer, sale, assignment, pledge or other disposition in any transaction
or transactions, whether directly or indirectly (including, but not limited
to, any of the foregoing indirectly occurring as the result of any transfer,
sale, assignment, pledge or other disposition of the capital stock or other
ownership interest in any entity owning capital stock of the Corporate
General Partner), considered cumulatively during the Restriction Period, of
more than fifty-one percent (51%) of the outstanding capital stock of the
Corporate General Partner; provided, however, that the foregoing shall not
prohibit or require approval for the transfer, sale, assignment, pledge or
other disposition at any time of any capital stock of the Corporate General
Partner to (i) any corporation or partnership acquiring all the assets of
the Corporate General Partner having substantially the same beneficial
owners as the Corporate General Partner as of October 23, 1990, (ii) any
affiliate of the Corporate General Partner as of October 23, 1990, (iii) any
shareholder of the Corporate General Partner as of October 23, 1990, or (iv)
any member of the immediate family of any person who was a shareholder of
the Corporate General Partner as of October 23, 1990, or any trust formed
for the benefit of such immediate family member.”
7. The Partnership Agreement is hereby amended in all other respects, if any, necessary to
conform with the amendments set forth in this Amendment. In the event any conflict or apparent
conflict between any of the provisions of the Partnership Agreement as
2
amended by this Amendment, such conflicting provisions shall be reconciled and construed to
give effect to the terms and intent of this Amendment. Except as amended hereby, the Partnership
Agreement shall continue, unmodified, and in full force and effect.
8. This Amendment shall be governed in accordance with the laws of the State of California.
9. This Amendment may be executed in multiple counterparts, each of which shall be deemed an
original and all of which shall constitute one document.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth
above.
| “CCEC”: CONSOLIDATED CAPITAL EQUITIES CORPORATION, a Colorado corporation |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Xxxx X. Xxxxx, President | ||||
| “CONCAP”: CONCAP EQUITIES, INC. a Delaware corporation |
||||
| By: | /s/ C. Xxx Xxxxxx | |||
| C. Xxx Xxxxxx, Vice President | ||||
| “THE LIMITED PARTNERS”: CONSOLIDATED CAPITAL EQUITIES CORPORATION, a Colorado corporation |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Xxxx X. Xxxxx, the President of Consolidated Capital Equities Corporation, agent and attorney-in- fact for each Limited Partner of the Partnership |
||||
3
