Attached files
file | filename |
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8-K - FORM 8-K - APARTMENT INVESTMENT & MANAGEMENT CO | d84297e8vk.htm |
EX-1.1 - EX-1.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv1w1.htm |
EX-3.1 - EX-3.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv3w1.htm |
EX-5.1 - EX-5.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv5w1.htm |
EX-8.1 - EX-8.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv8w1.htm |
EX-12.1 - EX-12.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv12w1.htm |
Exhibit 10.1
FIFTH AMENDMENT TO THE
FOURTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
FOURTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
This FIFTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
AIMCO PROPERTIES, L.P., dated as of August 24, 2011 (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 Section 7.3.C(7) of the Fourth Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of
February 28, 2007, as amended and/or supplemented from time to time (including all the exhibits
thereto, the Agreement). Capitalized terms used, but not otherwise defined herein, shall have the
respective meanings ascribed thereto in the Agreement.
WHEREAS, pursuant to Section 4.2.A of the Agreement, the General Partner (i) is authorized to
cause the Partnership to issue additional Partnership Preferred Units, for any Partnership purpose,
at any time or from time to time, to the Partners or to other Persons, for such consideration and
on such terms and conditions as shall be established by the General Partner in its sole and
absolute discretion, and (ii) is authorized to determine the designations, preferences and
relative, participating, optional or other special rights, powers and duties of Partnership
Preferred Units.
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. Pursuant to the authority expressly vested in the General Partner of the Partnership, the
Board of Directors of the General Partner, by duly adopted resolutions, has authorized the issuance
of up to an additional aggregate of 4,000,000 Class Z Partnership Preferred Units (the Additional
Units).
2. Section 1 of the Partnership Unit Designation of the Class Z Partnership Preferred Units of
AIMCO Properties, L.P., attached as Exhibit X to the Agreement (the Partnership Unit
Designation), is hereby amended to delete 800,000 and insert, in lieu thereof, 4,800,000.
3. 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.
[remainder of page left intentionally blank]
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
GENERAL PARTNER: AIMCO-GP, INC. |
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By: | /s/ Ernest M. Freedman | |||
Name: | Ernest M. Freedman | |||
Title: | Executive Vice President
and Chief Financial Officer |