Exhibit 3(i)
THIRD AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
CRIIMI MAE SERVICES LIMITED PARTNERSHIP
This Third Amendment to Limited Partnership Agreement of CRIIMI MAE
Services Limited Partnership is made and entered into as of December 31, 1997,
by and among CRIIMI MAE Management, Inc., a Maryland corporation (the
"Withdrawing General Partner/Successor Limited Partner") and CRIIMI MAE
Services, Inc., a Maryland corporation (the "Withdrawing Limited
Partner/Successor General Partner").
WHEREAS, on March 14, 1995, the Withdrawing General Partner/Successor
Limited Partner executed a Certificate of Limited Partnership (the
"Certificate") for the formation of CRIIMI MAE Services Limited Partnership (the
"Partnership") pursuant to the terms of the Maryland Revised Uniform Limited
Partnership Act, as amended (the "Act"), which certificate was subsequently
filed with the Maryland State Department of Assessments and Taxation (the
"State') on March 17, 1995; and
WHEREAS, as of June 1, 1995 the Withdrawing General Partner/Successor
Limited Partner and the Withdrawing Limited Partner/Successor General Partner
executed an Agreement of Limited Partnership of the Partnership (the "Original
Agreement"); and
WHEREAS, as of December 31, 1995 the Withdrawing General
Partner/Successor Limited Partner and the Withdrawing Limited Partner/Successor
General Partner executed the First Amendment to the Limited Partnership
Agreement of the Partnership (The "First Amendment"); and
WHEREAS, as of January 2, 1997 the Withdrawing General
Partner/Successor Limited Partner and the Withdrawing Limited Partner/Successor
General Partner executed the Second Amendment to Limited Partnership Agreement
of the Partnership (the "Second Amendment"); and
WHEREAS, the parties hereto now desire to enter into this Third
Amendment to Limited Partnership Agreement of the Partnership to make certain
changes to the terms of the Original Agreement.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the foregoing, and
mutual promises of the parties hereto and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the terms of the Original Agreement as follows:
1. CRIIMI MAE Management, Inc. hereby withdraws as General
Partner of the Partnership and CRIIMI MAE Services, Inc. is hereby substituted
in lieu thereof as General Partner of the Partnership; and
2. CRIIMI MAE Services, Inc. hereby withdraws as Limited Partner of the
Partnership and CRIIMI MAE Management, Inc. is hereby substituted in lieu
thereof as Limited Partner of the Partnership.
3. Except as amended by the First Amendment, the Second Amendment, and
hereby, all of the provisions of the Original Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, this Third Amendment to Limited Partnership
Agreement of CRIIMI MAE Services Limited Partnership is executed as of the date
first written above.
WITHDRAWING GENERAL PARTNER/
SUCCESSOR LIMITED PARTNER
CRIIMI MAE MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
Chief Financial Officer
WITHDRAWING LIMITED PARTNER/
SUCCESSOR GENERAL PARTNER
CRIIMI MAE SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President/General Counsel