SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD MID- TERM VALUE ENHANCEMENT FUND I LP
EXHIBIT
3.1
SECOND
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
BEHRINGER
HARVARD MID-TERM VALUE ENHANCEMENT FUND I LP
This
SECOND
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP of
Behringer Harvard Mid-Term Value Enhancement Fund I LP (the “Partnership”) is
entered into this 29th
day of
March, 2006 by and among Behringer Harvard Advisors I LP, a Texas limited
partnership, and Xxxxxx X. Xxxxxxxxx (each a “General Partner”), and the various
limited partners who are parties to that certain Agreement of Limited
Partnership of Behringer Harvard Mid-Term Value Enhancement Fund I LP dated
July
30, 2002, as amended, by virtue of their interest in the Partnership
(capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Partnership Agreement, as defined below).
WHEREAS,
each of
the parties hereto are parties to that certain Agreement of Limited Partnership
of Behringer Harvard Mid-Term Value Enhancement Fund I LP dated July 30, 2002,
as amended by that certain First Amendment to Agreement of Limited Partnership
dated June 2, 2003 (the “Partnership Agreement”); and
WHEREAS,
the
parties hereto wish to further amend the Partnership Agreement as described
below;
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Amendment to Preamble to Section 8.11.
The
preamble to Section 8.11 of the Partnership Agreement is hereby deleted in
its
entirety and replaced with the following:
“8.11 Repurchase
of Units.
The
Partnership shall have the right, in the sole discretion of the General
Partners, to use funds to purchase Units upon written request of a Limited
Partner who has held such Units for at least one year, subject to the terms
and
conditions of this Section 8.11.”
2.
Amendment to Section 8.11(a).
Section
8.11(a) of the Partnership Agreement is hereby deleted in its entirety and
replaced with the following:
“(a)
Partnership
funds applied to repurchases shall not exceed the sum of (i) one percent (1%)
of
Cash Flow from the previous fiscal year plus (ii) the aggregate proceeds
received from the Distribution Reinvestment Plan, subject to the General
Partners’ discretion to increase such amount from time to time and provided that
no such purchase shall be made if such purchase would impair the capital or
operation of the Partnership.”
3.
Effect.
Except
as set forth above, the Partnership Agreement shall remain in full force and
effect.
4.
Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed part of the same document.
IN
WITNESS WHEREOF,
the
undersigned hereby execute this Second Amendment to Agreement of Limited
Partnership of Behringer Harvard Mid-Term Value Enhancement Fund I LP under
seal
as of the date and year first above written.
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GENERAL
PARTNERS:
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ATTEST:
By:
/s/ Xxxx X.
Xxxxxx
Name:
Xxxx X.
Xxxxxx
Title:
Chief Financial
Officer
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BEHRINGER
HARVARD ADVISORS I LP
A
Texas limited partnership
By: Harvard
Property Trust, LLC
Its General Partner
By: /s/
Xxxxxx X.
Xxxxxxxxx
Xxxxxx
X. Xxxxxxxxx
Chief
Executive Officer
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/s/
Xxxxxx X.
Xxxxxxxxx
Xxxxxx
X. Xxxxxxxxx
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LIMITED
PARTNERS:
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By:
/s/
Xxxxxx X.
Xxxxxxxxx
Xxxxxx
X. Xxxxxxxxx, as attorney-in-fact of
Behringer
Harvard Mid-Term Value Enhancement
Fund
I LP pursuant to Sections 19.1(a)(iv) and (vii)
of
the Partnership Agreement
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