EXHIBIT 3(t)
FOURTH AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
CRIIMI MAE SERVICES LIMITED PARTNERSHIP
This Fourth Amendment to the Limited Partnership Agreement of CRIIMI MAE
Services Limited Partnership is made and entered into as of March 9, 2001, by
and among CRIIMI MAE Services, Inc., a Maryland close corporation, CRIIMI MAE
Management, Inc., a Maryland corporation and CMSLP Holding Company, Inc., a
Maryland corporation.
RECITALS
WHEREAS, on March 14, 1995 CRIIMI MAE Management, Inc. executed a
Certificate of Limited Partnership (the "Certificate") for the formation of
CRIIMI MAE Services Limited Partnership (the "Partnership") pursuant to the
terms of the Maryland Revised Uniform Limited Partnership Act, as amended, which
certificate was subsequently filed with the Maryland State Department of
Assessments and Taxation on March 17, 1995;
WHEREAS FURTHER, as of June 1, 1995 CRIIMI MAE Services, Inc. and CRIIMI
MAE Management, Inc. executed an Agreement of Limited Partnership of the
Partnership (the "Original Agreement");
WHEREAS FURTHER, as of December 31, 1995 CRIIMI MAE Services, Inc. and
CRIIMI MAE Management, Inc. executed the First Amendment to the Original
Agreement (the "First Amendment");
WHEREAS FURTHER, as of January 2, 1997 CRIIMI MAE Services, Inc. and CRIIMI
MAE Management, Inc. executed the Second Amendment to the Original Agreement
(the "Second Amendment");
WHEREAS FURTHER, as of December 31, 1997 CRIIMI MAE Services, Inc. and
CRIIMI MAE Management, Inc. executed the Third Amendment to the Original
Agreement (the "Third Amendment," and the Original Agreement as amended by the
First Amendment, the Second Amendment and the Third Amendment, the "Limited
Partnership Agreement"); and
WHEREAS FURTHER, the parties hereto now desire to enter into this Fourth
Amendment to the Limited Partnership Agreement to amend the terms of the Limited
Partnership Agreement to reflect the following:
1. The sale by CRIIMI MAE Management, Inc. of its seventy-three percent
(73%) interest in the Partnership to CMSLP Holding Company, Inc. for good and
valuable consideration and
2. The admission of CMSLP Holding Company, Inc. as a successor Limited
Partner to CRIIMI MAE Management, Inc. by the Partnership.
3. The withdrawal of CRIIMI MAE Management, Inc. from the Partnership, in
accordance with Section 8.2(d) of the Limited Partnership Agreement,
concurrently with the sale of its seventy-three percent (73%) interest in the
Partnership to CMSLP Holding Company, Inc.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
the terms of the Limited Partnership Agreement as follows:
1. CRIIMI MAE Management, Inc. is hereby removed as a Limited Partner of
the Partnership, ceasing to be a Partner for all purposes. CMSLP Holding
Company, Inc. is hereby substituted in lieu thereof as a Limited Partner of the
Partnership.
2. Article VIII of the Limited Partnership Agreement is hereby amended by
adding the following Section 8.4:
Section 8.4. Related Matters. Upon any admission of a new
Limited Partner, withdrawal of a Partner or assignment of a
Partnership Interest pursuant to this Article VIII, Exhibit C
hereto shall be updated to reflect the date as of which such
Exhibit C is amended as required by this Section 8.4 and to
reflect the names, addresses and Partnership Interests of all
Partners.
3. All references to Exhibit A in Section 11.8 of the Limited Partnership
Agreement are hereby replaced with references to Exhibit C.
4. Except as amended hereby, all of the provisions of the Limited
Partnership Agreement shall remain in full force and effect.
[The next page is the signature page]
IN WITNESS WHEREOF, this Fourth Amendment to the Limited Partnership
Agreement is executed as of the date first written above. This Fourth Amendment
may be executed in more than one counterpart, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
CRIIMI MAE SERVICES, INC.
/s/Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
CRIIMI MAE MANAGEMENT, INC.
/s/H. Xxxxxxx Xxxxxxxxxx
--------------------------------
Name: H. Xxxxxxx Xxxxxxxxxx
Title: President
CMSLP HOLDING COMPANY, INC.
/s/Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President
EXHIBIT C
PARTNERSHIP INTERESTS
AS OF MARCH 9, 2001
Partnership
Name and Address Interest
---------------- -----------
General Partner:
---------------
CRIIMI MAE Services, Inc. 27%
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: President
with a copy to:
Office of General Counsel
CRIIMI MAE Inc.
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Limited Partner:
---------------
CMSLP Holding Company, Inc. 73%
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: President
with a copy to:
Office of General Counsel
CRIIMI MAE Inc.
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
