CENTURY PROPERTIES GROWTH FUND XXII, A CALIFORNIA LIMITED PARTNERSHIP AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Exhibit 3.5
CENTURY PROPERTIES GROWTH FUND XXII,
A CALIFORNIA LIMITED PARTNERSHIP
AMENDMENT TO THE AMENDED AND RESTATED
This amendment (this “Amendment”) dated as of September 7, 2006, to the AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, as amended (the “Partnership Agreement”) of CENTURY PROPERTIES GROWTH FUND XXII, A CALIFORNIA LIMITED PARTNERSHP, a California limited partnership (the “Partnership”), is entered into by the undersigned.
WITNESSETH:
WHEREAS, pursuant to Section 16.2.4 and Section 16.2.5 of the Partnership Agreement, limited partners who own of record more than 50% of the outstanding units of limited partnership interest in the Partnership (“Units”) hereby consent in writing to this Amendment to the Partnership Agreement; and
WHEREAS, pursuant to the Partnership Agreement the General Partner may execute this Amendment to the Partnership Agreement on behalf of the Partnership and the Limited Partners;
NOW, THEREFORE, the parties agree as follows:
1.
Section 4.2 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:
“The Partnership shall commence on the date of filing of the certificate of limited partnership for the Partnership and shall continue until December 31, 2016, unless previously terminated in accordance with the provisions of this Partnership Agreement.”
2.
Except as amended and modified by this Amendment, all other terms of the Partnership Agreement shall remain unchanged.
3.
This Amendment shall be governed by and construed as to validity, enforcement, interpretations, construction, effect and in all other respects by the internal laws of the State of California.
4.
All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and their respective signatures to be hereunto affixed and attested, all as of the day and year first above written.
General Partner:
FOX PARTNERS IV
By:
/s/ Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Senior Vice President
Limited Partners:
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General Partner
By:
/s/ Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Senior Vice President
AIMCO IPLP, L.P.
By: AIMCO/IPT, Inc., its general partner
By:
/s/ Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Senior Vice President
IPLP ACQUISITION I, L.L.C.
By: AIMCO IPLP, L.P., its sole member
By: AIMCO/IPT, Inc., its general partner
By:
/s/ Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Senior Vice President
MARKET VENTURES, L.L.C.
By: AIMCO/NHP PROPERTIES, INC., its sole member
By:
/s/ Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Senior Vice President
