FIRST AMENDMENT TO THE CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES LIMITED PARTNERSHIP AGREEMENT
EXHIBIT
3.4
FIRST AMENDMENT TO THE
The Limited Partnership Agreement of Consolidated Capital Institutional
Properties is hereby amended as follows:
1. Section 1.04 Definitions is amended as follows:
(a) By deleting the present definition (e) “Corporate
General Partners” as it currently exists and inserting in lieu
thereof the following as a new definition:
“(e) “Corporate General Partner” shall mean Consolidated Capital Equities
Corporation.”
(b) By deleting the current definition (j) “General
Partners” and inserting in lieu thereof the following as a new
definition (j):
“(j) “General Partner” shall mean the “Corporate General
Partner.”
(c) By deleting the present definition (k) “Individual
General Partner” in its entirety.
2. The Agreement is amended throughout as follows:
(a) By deleting the term “Corporate General Partners”
wherever it appears and inserting in lieu thereof the term
“Corporate General Partner”;
(b) By deleting the term “Individual General Partner” wherever it appears; and
(c)
By deleting the term “General Partners” wherever it
appears and inserting in lieu thereof the term “General
Partner”.
3.
Section 2.04 Compensation of General Partner and Affiliates is amended to add the following as a last paragraph
thereof:
“Notwithstanding any other provision of this section to the contrary, the
General Partner and/or such of the General Partner’s affiliates
1
which it
designates shall be entitled to receive
(as an expense of the partnership) all of the fees, commissions,
payments, allocations (including the 1% allocation of Net Profits and
Net Losses and 1% of distributions of distributable cash flow from
operations) and any other compensation referred to in this Partnership
Agreement (or any collateral agreement) including, but not limited to,
Section 2.04 as determined by the General Partner in the General
Partner’s sole and absolute discretion.
4. The Limited Partnership Agreement of the Partnership
is hereby amended in all other respects, if any, necessary to
conform with the amendments set forth in this First Amendment to
the Limited Partnership Agreement and, in the event any conflict
or apparent conflict between any of the provisions of the Limited
Partnership Agreement as amended by this Amendment, such
conflicting provisions shall be reconciled and construed to give
effect to the terms and intent of this Amendment.
5. Except as amended by the foregoing, the Limited
Partnership Agreement shall remain in full force and effect.
| General Partners: | ||||||
| CONSOLIDATED CAPITAL EQUITIES CORPORATION, a Colorado Corporation | ||||||
 |
||||||
2