1
EXHIBIT 10.3
SIXTEENTH AMENDMENT TO THE THIRD
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
This SIXTEENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPER TIES, L.P., dated as of September 15, 2000
(this "Amendment"), is being executed by AIMCO-GP, Inc., a Delaware corporation
(the "General Partner"), as the general partner of AIMCO Properties, L.P., a
Delaware limited partnership (the "Partnership"), pursuant to the authority
conferred on the General Partner by the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as
amended and/or supplemented from time to time (the "Agreement"). Capitalized
terms used, but not otherwise defined herein, shall have the respective meanings
ascribed thereto in the Agreement.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 3 of the Partnership Unit Designation of the Class Three
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit U to the
Agreement) is hereby amended to read in its entirety as set forth below:
3. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class Three Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class Three Partnership Preferred Units (the Partnership Units referred
to in this paragraph being hereinafter referred to, collectively, as
"Senior Partner ship Units");
(b) on a parity with the Class Three Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
2
liquidation prices per unit or other denomination thereof be different
from those of the Class Three Partnership Preferred Units if (i) such
class or series of Partnership Units shall be Class B Partnership
Preferred Units, Class C Partnership Preferred Units, Class D
Partnership Preferred Units, Class G Partnership Preferred Units, Class
H Partnership Preferred Units, Class I Partnership Preferred Units,
Class J Partnership Preferred Units, Class K Partnership Preferred
Units, Class L Partnership Preferred Units, Class M Partnership
Preferred Units, Class N Partnership Preferred Units, Class O
Partnership Preferred Units, Class One Partnership Preferred Units,
Class Two Partnership Preferred Units, Class Four Partnership Preferred
Units or Class Six Partnership Preferred Units or (ii) the holders of
such class or series of Partnership Units and the Class Three
Partnership Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of
accrued and unpaid distributions per unit or other denomination or
liquidation preferences, without preference or priority one over the
other (the Partnership Units referred to in clauses (i) and (ii) of
this paragraph being hereinafter referred to, collectively, as "Parity
Partner ship Units"); and
(c) junior to the Class Three Partnership Preferred Units, as
to the payment of distributions and as to the distribution of assets
upon liquidation, dissolution or winding up, if (i) such class or
series of Partnership Units shall be Partnership Common Units, Class I
High Performance Partnership Units or Class Five Partnership Preferred
Units or (ii) the holders of Class Three Partnership Preferred Units
shall be entitled to receipt of distributions or of amounts
distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of such class or
series of Partnership Units (the Partnership Units referred to in
clauses (i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Junior Partnership Units").
2. The Partnership Unit Designation of the Class Five Partnership
Preferred Units of AIMCO Properties, L.P. (Exhibit V to the Agreement) is hereby
amended by adding to it a new Section 11, to read in its entirety as set forth
below:
11. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
2
3
(a) prior or senior to the Class Five Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, if (i) the holders
of such class or series shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or
priority to the holders of Class Five Partnership Preferred Units or
(ii) such class or series of Partnership Units shall be Class B
Partnership Preferred Units, Class C Partnership Preferred Units, Class
D Partnership Preferred Units, Class G Partner ship Preferred Units,
Class H Partnership Preferred Units, Class I Partnership Preferred
Units, Class J Partnership Preferred Units, Class K Partnership
Preferred Units, Class L Partnership Preferred Units, Class M
Partnership Preferred Units, Class N Partnership Preferred Units, Class
O Partnership Preferred Units, Class One Partnership Preferred Units,
Class Two Partnership Preferred Units, Class Three Partnership
Preferred Units, Class Four Partnership Preferred Units or Class Six
Partnership Preferred Units (the Partnership Units referred to in
clauses (i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Senior Partnership Units");
(b) on a parity with the Class Five Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class Five Partnership Preferred Units if (i) such
class or series of Partnership Units shall be Partnership Common Units
or Class I High Performance Partnership Units or (ii) the holders of
such class or series of Partnership Units and the Class Five
Partnership Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of
accrued and unpaid distributions per unit or other denomination or
liquidation preferences, without preference or priority one over the
other (the Partnership Units referred to in clauses (i) and (ii) of
this paragraph being hereinafter referred to, collectively, as "Parity
Partnership Units"); and
(c) junior to the Class Five Partnership Preferred Units, as
to the payment of distributions and as to the distribution of assets
upon liquidation, dissolution or winding up, if the holders of Class
Five Partnership Preferred Units shall be entitled to receipt of
distributions or
3
4
of amounts distributable upon liquidation, dissolution or winding up,
as the case may be, in preference or priority to the holders of such
class or series of Partnership Units (the Partnership Units referred to
in this paragraph being hereinafter referred to, collectively, as
"Junior Partner ship Units").
3. Section 8 of the Partnership Unit designation of the Class M
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit W to the
Agreement) is hereby amended to read in its entirety as set forth below:
8. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class M Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class M Partnership Preferred Units (the Partnership Units referred to
in this paragraph being hereinafter referred to, collectively, as
"Senior Partnership Units");
(b) on a parity with the Class M Partnership Preferred Units,
as to the payment of distributions and as to the distribution of assets
upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class M Partnership Preferred Units if (i) such class
or series of Partnership Units shall be Class B Partnership Preferred
Units, Class C Partnership Preferred Units, Class D Partnership
Preferred Units, Class G Partnership Preferred Units, Class H
Partnership Preferred Units, Class I Partnership Preferred Units, Class
J Partnership Preferred Units, Class K Partnership Preferred Units,
Class L Partnership Preferred Units, Class N Partnership Preferred
Units, Class O Partnership Preferred Units, Class One Partnership
Preferred Units, Class Two Partnership Preferred Units, Class Three
Partnership Preferred Units, Class Four Partnership Preferred Units or
Class Six Partnership Preferred Units or (ii) the holders of such class
or series of Partnership Units and the Class M Partnership Preferred
Units shall be entitled to the receipt of distributions and of amounts
distributable upon
4
5
liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid distributions per unit or
other denomination or liquidation preferences, without preference or
priority one over the other (the Partnership Units referred to in
clauses (i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Parity Partnership Units"); and
(c) junior to the Class M Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units, Class I High
Performance Partnership Units or Class Five Partnership Preferred Units
or (ii) the holders of Class M Partnership Preferred Units shall be
entitled to receipt of distributions or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of such class or series of
Partnership Units (the Partnership Units referred to in clauses (i) and
(ii) of this paragraph being hereinafter referred to, collectively, as
"Junior Partnership Units").
4. Section 3 of the Partnership Unit Designation of the Class Six
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit X to the
Agreement) is hereby amended to read in its entirety as set forth below:
3. RANKING.
Any class or series of Partnership Units of the Partnership
shall be deemed to rank:
(a) prior or senior to the Class Six Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, if the holders of
such class or series shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of
Class Six Partnership Preferred Units (the Partnership Units referred
to in this paragraph being hereinafter referred to, collectively, as
"Senior Partnership Units");
(b) on a parity with the Class Six Partnership Preferred
Units, as to the payment of distributions and as to the distribution of
assets upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or
5
6
other denomination thereof be different from those of the Class Six
Partnership Preferred Units if (i) such class or series of Partnership
Units shall be Class B Partnership Preferred Units, Class C Partnership
Preferred Units, Class D Partnership Preferred Units, Class G
Partnership Preferred Units, Class H Partnership Preferred Units, Class
I Partnership Preferred Units, Class J Partnership Preferred Units,
Class K Partnership Preferred Units, Class L Partnership Preferred
Units, Class M Partnership Preferred Units, Class N Partnership
Preferred Units, Class O Partnership Preferred Units, Class One
Partnership Preferred Units, Class Two Partnership Preferred Units,
Class Three Partnership Preferred Units or Class Four Partnership
Preferred Units or (ii) the holders of such class or series of
Partnership Units and the Class Six Partnership Preferred Units shall
be entitled to the receipt of distributions and of amounts
distributable upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued and unpaid distributions per
unit or other denomination or liquidation preferences, without
preference or priority one over the other (the Partnership Units
referred to in clauses (i) and (ii) of this paragraph being hereinafter
referred to, collectively, as "Parity Partnership Units"); and
(c) junior to the Class Six Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units, Class I High
Performance Partnership Units or Class Five Partnership Preferred Units
or (ii) the holders of Class Six Partnership Preferred Units shall be
entitled to receipt of distributions or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of such class or series of
Partnership Units (the Partnership Units referred to in clauses (i) and
(ii) of this paragraph being hereinafter referred to, collectively, as
"Junior Partnership Units").
5. Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the Agreement shall remain unmodified and continue
in full force and effect and, except as amended hereby, all of the terms,
covenants, provisions and conditions of the Agreement are hereby ratified and
confirmed in all respects.
6
7
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.
GENERAL PARTNER:
AIMCO-GP, INC.
By: /s/ XXXX XXXXXXXXX
------------------------------
Name: Xxxx XxXxxxxxx
Title: Chief Financial Officer
