TC Res No. 2004-01 TOWN OF AVON HOUSING AUTHORITY SECOND AMENDMENTTOWN OF AVON HOUSING AUTHORITY
RESOLUTION 04 -01
SERIES OF 2004
A RESOLUTION AUTHORIZING SECOND AMENDMENT
TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF BUFFALO RIDGE II LLLP
WHEREAS, by Resolution No. 02 -01 of the Town of Avon Housing Authority, the
Town of Avon, acting as the Town of Avon Housing Authority ( "the Authority "), agreed to be
admitted to, and serve as a limited partner of, Buffalo Ridge II LLLP ( "the Limited Partnership ") in
order to exempt the Buffalo Ridge Apartments from real property taxation pursuant to and in
accordance with the provisions of C.R.S. §§ 29 -4 -226 and 29 -4 -227; and
WHEREAS, the Limited Partnership has requested that the Authority agree to an
amendment to the limited partnership agreement which will permit its future amendment without
the consent of the Authority so long as the amendment does not affect its rights or obligations
under the Agreement, in the judgment of the General Partner and Investment Partner;
NOW, THEREFORE, BE IT RESOLVED:
1. The SECOND AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF BUFFALO RIDGE II LLLP, A COLORADO
LIMITED LIABILITY LIMITED PARTNERSHIP, a copy of which is filed with the minutes of
this meeting, is hereby authorized.
2. All action heretofore taken by the officers of the Town of Avon on behalf of the
Avon Housing Authority relating to Buffalo Ridge II LLLP limited liability limited partnership and
the agreements affecting the same is hereby ratified, approved and confirmed.
ADOPTED at a regular meeting of the Town Council of the Town of Avon the 14th
day of December, 2004.
ATTEST:
P
A,,)-, M Kenny, T
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k
Ronald C. Wolfe, Mayo
SECOND AMENDMENT
TO
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
BUFFALO RIDGE II LLLP,
A COLORADO LIIVIITED LIABILITY LIMITED PARTNERSHIP
THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF BUFFALO RIDGE H LLLP, A COLORADO LIMITED
LIABILITY LIMITED PARTNERSHIP (this "Amendment ") is entered into as of October 1,
2004, by and among CORUM BUFFALO RIDGE LLC, a Colorado limited liability company,
(the " Corum GP ") and SUNAMERICA HOUSING FUND 1048, A NEVADA LINHTED
PARTNERSHIP (the "Investment Partnership "), as a Limited Partner, TRAER CREEK -RP
LLC, a Colorado limited liability company ( "SLP I ") as a special limited partner, and THE
HOUSING AUTHORITY OF THE TOWN OF AVON, COLORADO ( "SLP II ") as a special
limited partner (SLP I and SLP II are collectively referred to herein as the "Special Limited
Partners ").
RECITALS
A. The Corum GP, Investment Partnership and Special Limited Partners are
currently all of the partners of Buffalo Ridge II LLLP, a Colorado limited liability limited
partnership (the "Partnership ").
B. The Partnership is governed by that certain Amended and Restated Agreement of
Limited Partnership made as of May 1, 2002 as amended by that certain First Amendment tot
Amended and Restated Agreement of Limited Partnership dated as of September 10, 2002
(collectively, the "Partnership Agreement "). Capitalized terms used herein, which are not
otherwise defined, shall have the same means as are given to such terms in the Partnership
Agreement.
C. The parties desire to amend the Partnership Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of the
parties hereto, and of other good'and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree to amend and modify the Partnership Agreement as
follows:
I. Conversion Date. All references in the Partnership Agreement to the Conversion
Date shall be extended from November 1, 2004 to May 1, 2005.
2. Amendment to Article XIV
amended in its entirety to read as follows:
3496\955\879319.2
Article XIV of the Partnership Agreement is
Second Amendment
Buffalo Ridge II LLLP
Subject to the last sentence of this Article XIV, this Agreement may be amended only by
a written amendment executed by all of the Partners. The General Partner agrees to
execute amendments proposed by the Investment Partnership which (a) do not affect the
obligations of any General Partner under this Agreement, (b) increase or impose upon the
Investment Partnership the obligation to restore a deficit balance in its Capital Account,
or (c) prospectively decrease the obligation of the Investment Partnership to restore a
deficit balance in its Capital Account in a subsequent fiscal year of the Partnership. The
General Partner agrees to cooperate and to act promptly with respect to amendments
proposed by the Investment Partnership. Notwithstanding the foregoing, in no event shall
any proposed amendment to this Agreement require the consent of any Special Limited
Partner where such amendment does not, in the General Partner's and Investment
Partnership's good faith judgment, affect the rights or obligations of any Special Limited
Partner under this Agreement and, in the event it is determined by the General Partner
and Investment Partnership that any proposed amendment to this Agreement requires the
consent of one or more of the Special Limited Partners, such Special Limited Partners
agree to cooperate and to act promptly with respect to amendments proposed by the
General Partner and/or Investment Partnership.
3. Consent of Guarantor. Corum GP shall cause the Guarantors to execute the
Consent of Guarantors in the form attached hereto as Exhibit A.
4. Full Force and Effect. Except as otherwise modified herein the terms and
provisions of the Partnership Agreement shall remain unchanged and are hereby ratified and
confirmed.
5. Legal Fees. The Partnership shall pay all attorneys' fees, costs and expenses
relating to the preparation of this Amendment. Payment shall be made to Brownstein Hyatt &
Farber, P.C. within ten (10) days of receipt of an itemized statement with respect to said fees,
costs and expenses.
6. Counterparts. This Amendment may be executed in any number of counterparts,
and each counterpart shall be deemed for all purposes to be an original, and all such counterparts
shall together constitute but one and the same Amendment.
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2
3496\955\879319.2
second Amendment
Buffalo Ridge II LLLP
SIGNATURE PAGE TO
SECOND AMENDMENT TO
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
BUFFALO RIDGE II LLLP,
A COLORADO LIMITED LIABILITY LIMITED PARTNERSHIP
IN WITNESS WHEREOF, the parties hereto have affixed their signatures to this Second
Amendment to Amended and Restated Agreement of Limited Partnership of Buffalo Ridge II
LLLP, a Colorado limited liability limited partnership, effective as of the date first written above.
GENERAL PARTNER:
CORUM BUFFALO RIDGE LLC, a Colorado
limited liability company
r --
LIMITED PARTNERS:
SUNAMERICA HOUSING FUND 1048, A
NEVADA LIMITED PARTNERSHIP
By: AIG RETIREMENT SERVICES, INC, a
Delaware corporation, General Partner
Michael L. Fowler, Vice President
signature page to Second Amendment
3496 \955\879319.2 Buffalo Ridge II LLLP
TRAER CREEK -RP LLC, a Colorado limited
liability company
BY: TRAER CREEK LLC, a Colorado limited
liability company, Manager
Name:
Title:
THE HOUSING AUTHORITY OF THE TOWN
OF AVON, RADO
By:
ame: 2aoAa C . la
Title: s2
� s
rn
4 signature page to Second Amendment
3496 \455 \879319.2 Buffalo Ridge II LLLP
CONSENT OF GUARANTORS
THE UNDERSIGNED, being all of the Guarantors under that certain Guaranty
Agreement dated as of May 1, 2002, hereby consent to the foregoing Second Amendment to
Amended and Restated Agreement of Limited Partnership of Limited Partnership of Buffalo
Ridge II LLLP, a Colorado limited liability limited partnership (the "Second Amendment "), and
acknowledge that all references in the Guaranty Agreement to the "Partnership Agreement" shall
refer to that certain Amended and Restated Agreement of Limited Partnership of Buffalo Ridge
II LLLP, a Colorado limited liability limited partnership, made as of May 1, 2002, as amended
by the Second Amendment and all prior amendments and also acknowledge that all references in
the Guaranty Agreement to "Indebtedness" shall be deemed references to the indebtedness as
amended hereby.
EFFECTIVE as of October 1, 2004.
GUARANTORS:
Wr i
ilp ,
V. Michael Komppa
CORUM REAL ESTATE GROUP, INC., a
Colorado corporation
c. .is
Consent of Guarantors to Second Amendment
Buffalo Ridge 11 LLLP
34961955\879319.2