Amendment to Amended and Restated Limited Partnership Agreement of U.S. Realty Partners Limited Partnership (April 12, 2005)
This amendment updates the Limited Partnership Agreement of U.S. Realty Partners Limited Partnership, a Delaware limited partnership. The main change extends the partnership's term to continue until December 31, 2021, unless terminated earlier as provided in the agreement or by law. All other terms of the original agreement remain unchanged. The amendment is executed by the general partners and, through power of attorney, by the limited partners, and is governed by Delaware law.
Exhibit 4(e)
U.S.REALTY PARTNERS LIMITED PARTNERSHIP
AMENDMENT TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
This AMENDMENT (this "Amendment") dated as of April 12, 2005, to the AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the "Partnership Agreement") of U.S. REALTY PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), is entered into by the undersigned.
WITNESSETH:
WHEREAS, pursuant to Section 17.1(a) of the Partnership Agreement, Limited Partners
who own more than 50% of the Units which actually voted have consented 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. Article 5 of the Partnership Agreement is hereby amended to read in its entirety asfollows:
"The Partnership shall have a term commencing on January 24, 1986, and continuing until December 31, 2021, unless the Partnership is sooner terminated as herein provided or as provided by law."
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 Delaware.
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.
Corporate General Partner
U. S. Realty I Corporation
By: /s/Steven D. Cordes
Name: Steven D. Cordes
Title: Senior Vice President
Individual General Partner
AIMCO Properties, L.P.
By: AIMCO-GP, Inc., its General Partner
By: /s/Steven D. Cordes
Name: Steven D. Cordes
Title: Senior Vice President
Limited Partners
By: U.S. Realty I Corporation, as attorney-in fact pursuant to the power of attorney provided in Article 16 of the Partnership Agreement.
By: /s/Steven D. Cordes
Name: Steven D. Cordes
Title: Senior Vice President
