Amendment to Amended and Restated Limited Partnership Agreement of Century Properties Fund XVII
Exhibit 3.7
| EXHIBIT E Dated: August 24, ____ |
On page 134 of the Prospectus, the first line of Paragraph 2.1.1 is supplemented by adding the
words “but not limited to” immediately following the word “including”.
On page 134 of the Prospectus, Paragraph 2.1.3 is supplemented by deleting the words “and from
Working Capital Reserve” in the third line of that paragraph.
On page 134 of the Prospectus, the following language is added to Paragraph 2.1.6:
... to the extent that the source of such reserve is the Gross Offering
Proceeds or Cash From Sales of Refinancing. Cash Available for Distribution shall
include cash from Working Capital Reserve to the extent the source of such reserve
is from the excess of cash received from operations of the Partnership, including
lease payments to the Partnership from sellers of Partnership Properties, over
operational cash disbursements including debt service payments, if any, but
excluding cash disbursement of Net Proceeds.
On page 135 of the Prospectus, Paragraph 2.1.10 is supplemented by adding the words “but in no
event later than March 29, 1983” at the end of the sentence.
On page 137 of the Prospectus, the sixth line of Paragraph 2.1.44 is supplemented by adding
the words “wholly independent” immediately following the first word.
On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph
5.4:
5.5 In the event that, immediately prior to the dissolution and termination of
the Partnership, each Limited Partnership Unit Holder has not received an aggregate
amount of Distributions (including any amounts to be distributed upon liquidation of
the Partnership) which equals or exceeds its Original Invested Capital, the General
Partner shall contribute in cash to the Partnership an amount equal to the lesser
of: (i) the total amount of Distributions paid by the Partnership to the General
Partner pursuant to the General Partner’s 2 percent interest in the Partnership
Distributions; or (ii) the amount by which the aggregate amount of the Original
Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate
amount of Distributions to all Limited Partnership Unit Holders. Any amount
contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5
shall be allocated to the Limited Partnership Unit Holders and shall be apportioned
among them based on the difference between the Original Invested Capital of each
Limited Partnership Unit Holder and the actual Distributions which he has received.
On page 139 of the Prospectus, Paragraph 6.5 is supplemented by adding the following sentence
after the third sentence of that paragraph:
If an application to become a Limited Partner is rejected, all cash sums
contributed by the applicant for the purchase of Limited Partnership Units shall be
returned to the applicant forthwith.
On page 139 of the Prospectus, Paragraph 9.2.1 is supplemented by changing the percentages in
lines two and four from 82 percent to 84 percent and from 69 percent to 71 percent, respectively.
On page 140 of the Prospectus, immediately following the second word of the first sentence of
Paragraph 9.5.1, the following phrase is added: “provides a substantial amount of the services in
the sales effort and”
Page 1 of 2
On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3:
Notwithstanding the foregoing, in the event that the General Partner is
required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains
which would otherwise be allocated to the General Partner will be reallocated to the
Limited Partnership Unit Holders to the extent that the General Partner is required
to contribute cash to the Partnership pursuant to Paragraph 5.5.
On page 148 of the Prospectus, Paragraph 14.6 is supplemented by adding the words, “date and
amount of the appraised value,” immediately following the thirteenth word in the first line on that
page.
On page 148 of the Prospectus, the following language is added at the end of
the Paragraph 15.1.7:
... ; and further provided that the General Partner shall have fiduciary
responsibility for the safekeeping and use of all funds and assets of the
Partnership, whether or not in the immediate possession or control of the General
Partner, and the General Partner shall not employ, or permit another to employ, such
funds or assets in any manner except for the exclusive benefit of the Partnership.
On page 152 of the Prospectus, Paragraph 15.3.38 is added to read as follows:
Cause the Partnership to pay, directly or indirectly, a commission or fee
(except as subject to the Front-End Fee limitation in Paragraph 9.2) to the General
Partner or an Affiliate in connection with the reinvestment or distribution of Cash
From Sales or Refinancing.
On page 154 of the Prospectus, Paragraph 19.1.1 is supplemented by adding the words, “except
that the General Partner shall pay such expenses in the event of the voluntary retirement of the
General Partner” at the end of the last sentence.
Page 2 of 2