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EXHIBIT 10.4
TWENTY-FOURTH AMENDMENT TO THE THIRD
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
This TWENTY-FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPER TIES, L.P., dated as of August
1, 2001 (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 the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29,
1994, as amended and/or supplemented from time to time (the "Agreement").
Capitalized terms used, but not otherwise defined herein, shall have the
respective meanings ascribed thereto in the Agreement.
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. Section 7 of the Partnership Unit Designation of the Class Q
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit DD to the
Agreement) is hereby amended to read in its entirety as set forth below:
7. RANKING.
Any class or series of Partnership Units of the Partnership shall
be deemed to rank:
(a) prior or senior to the Class Q Partnership Preferred Units,
as to the payment of distributions and as to distributions of assets
upon liquidation, dissolution or winding up, if the holders of such
class or series shall be entitled to the receipt of distributions and
of amounts distributable upon liquidation, dissolution or winding up,
as the case may be, in preference or priority to the holders of Class
Q Partner ship Preferred Units ("Senior Partnership Units");
(b) on a parity with the Class Q Partnership Preferred Units,
as to the payment of distributions and as to distribution of assets
upon liquidation, dissolution or winding up, whether or not the
distribution rates, distribution payment dates or redemption or
liquidation prices per unit or other denomination thereof be different
from those of the Class Q Partnership Preferred Units if (i) such
class or series of
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Partner ship Units shall be Class B Partnership Preferred Units, Class
C Partnership Preferred Units, Class D Partnership Preferred Units,
Class G Partnership Preferred Units, Class H Partnership Preferred
Units, Class I Partnership Preferred Units, Class J Partnership
Preferred Units, Class K Partnership Preferred Units, Class L
Partnership Preferred Units, Class M Partnership Preferred Units,
Class N Partnership Preferred Units, Class O Partnership Preferred
Units, Class P Partnership Preferred Units, Class One Partnership
Preferred Units, Class Two Partnership Preferred Units, Class Three
Partnership Preferred Units, Class Four Partnership Preferred Units,
Class Six Partnership Preferred Units, Class Seven Partnership
Preferred Units or Class Nine Partnership Preferred Units, or (ii) the
holders of such class or series of Partnership Units and the Class Q
Partnership Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of
accrued and unpaid distributions per unit or other denomination or
liquidation preferences, without preference or priority one over the
other (the Partnership Units referred to in clauses (i) and (ii) of
this paragraph being hereinafter referred to, collectively, as "Parity
Partnership Units"); and
(c) junior to the Class Q Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units, Class I High
Performance Partnership Units, Class Five Partnership Preferred Units,
or Class Eight Partnership Preferred Units, or (ii) the holders of
Class Q Partnership Preferred Units shall be entitled to receipt of
distributions or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or
priority to the holders of such class or series of Partnership Units
(the Partnership Units referred to in clauses (i) and (ii) of this
paragraph being hereinafter referred to, collectively, as "Junior
Partnership Units").
2. Section 1 of the Partnership Unit Designation of the Class R
Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit FF to the
Agreement) is hereby amended to read in its entirety as set forth below:
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1. NUMBER OF UNITS AND DESIGNATION.
A class of Partnership Preferred Units is hereby designated as "Class R
Partnership Preferred Units," and the number of Partnership Preferred Units
constituting such class shall be 4,940,000.
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.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.
GENERAL PARTNER:
AIMCO-GP, INC.
By: /s/ PETER KOMPANIEZ
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Name:
Title: