1
EXHIBIT 3.5.1
EXECUTION COPY
Amendment to the Second Amended and Restated Operating Partnership
Agreement relating to exchange of Common Limited Partner Units by TRC
and TRC Shareholders.
AMENDMENT No. 1 dated as of October 30, 1998 to the Second Amended
and Restated Agreement of Limited Partnership of Irvine Apartment Communities,
L.P. dated as of January 20, 1998, as amended (the "Existing Agreement") by and
among Irvine Apartment Communities, Inc., a Maryland corporation, as General
Partner, and the Persons whose names are set forth on Exhibit A thereto, as
Limited Partners, together with any other Persons who become Partners in the
Partnership as provided therein.
W I T N E S S E T H:
WHEREAS, in accordance with Section 14.1 of the Existing Agreement
the General Partner is hereby proposing to amend the Existing Agreement as set
forth below;
WHEREAS, the parties hereto agree that the execution of this
Amendment No. 1 by a Common Limited Partner and the delivery thereof to the
General Partner shall constitute the Consent and affirmative vote of such Common
Limited Partner to the amendments proposed hereby as required by Article 14 of
the Existing Agreement; and
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. All terms used in this Amendment No. 1 shall have the
meanings set forth in the Existing Agreement.
Section 2. Section 8.6.J of the Existing Agreement is hereby amended to
read in its entirety as follows (deleting clauses (1) through (4)):
J. The provisions of this Section 8.6 insofar as they relate to an
Exchange (but not a Cash Tender) shall be applicable to the Common Limited
Partner Units owned by TRC and any TRC Shareholder to whom Common Limited
Partner Units have been Transferred as provided in Section 11.3, or to whom
Common Limited Partner Units have been issued, and TRC and such TRC Shareholder
shall have the right to effect an Exchange subject to and in accordance with
this Section 8.6.
2
Section 3. Sections 11.3.F(2), 11.3.F(3)(iii), 11.3.F(4) and 11.3.F(5) of
the Existing Agreement are hereby amended by deleting the words ", in which
event the conditions to an Exchange set forth in the provision in Section 8.6.J
shall not apply to the right to Exchange such Common Limited Partner Units for
REIT Shares".
Section 4. Except as amended by this Amendment No. 1, the provisions of
the Existing Agreement are ratified, approved and confirmed and shall remain in
full force and effect in accordance with its terms.
Section 5. This Amendment No. 1 shall become effective when signed by
the General Partner and a Majority-In-Interest of the Common Limited Partners.
Section 6. This Amendment No. 1 shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.
Section 7. This Amendment No. 1 may be executed in counterparts, all of
which shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatories to the original or
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date and year first written above.
GENERAL PARTNER:
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland Corporation
By: /s/ XXXXX X. XXXX
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President and
Chief Financial Officer
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President, Corporate Finance
and Controller
2
3
COMMON LIMITED PARTNERS:
THE IRVINE COMPANY
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
R.S.J. ASSOCIATES,
a California limited partnership
By: The Irvine Company, its general partner
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
3
4
WOODBRIDGE WILLOWS ASSOCIATES,
a California limited partnership
By: The Irvine Company, its general partner
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
TIC INVESTMENT COMPANY A,
a California general partnership
By: The Irvine Company, a general partner
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
4
5
TIC INVESTMENT COMPANY B,
a California general partnership
By: The Irvine Company, a general partner
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
TIC INVESTMENT COMPANY C,
a California general partnership
By: The Irvine Company, a general partner
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
5
6
TIC INVESTMENT COMPANY D,
a California general partnership
By: The Irvine Company, a general partner
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Investment Officer
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
XXXXXXXX RESIDENTIAL COMPANY, INC.,
a California corporation
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
STONECREST VILLAGE COMPANY, LLC,
a California limited liability company
By: California Pacific Homes,
a California corporation,
its Managing Member
By: /s/ XXX XXXXX
----------------------------------------
Name: Xxx Xxxxx
Title: Director
6
