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EXHIBIT 24
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AMENDMENT TO THE OPERATING PARTNERSHIP AGREEMENT TO PROVIDE FOR A SPECIAL
ALLOCATION OF DEPRECIATION TO THE GENERAL PARTNER FOR THE FISCAL YEAR ENDING
JUNE 30, 1996 AND A SPECIAL ALLOCATION OF CERTAIN TAX ITEMS WITH RESPECT TO THE
EXISTING PROPERTY PARTNERSHIP TO THE ORIGINAL LIMITED PARTNERS
AMENDMENT No. 6 dated as of June 30, 1996 to the Amended and Restated
Agreement of Limited Partnership of Irvine Apartment Communities, L.P. dated as
of December 1, 1993, as amended (the "Existing Agreement") by and among Irvine
Apartment Communities, Inc., a Maryland corporation, as the General Partner, and
the Persons whose names are set forth on Attachment "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, the parties hereto entered into the Existing Agreement; and
WHEREAS, in accordance with Section 14.1 of the Existing Agreement the
General Partner is hereby proposing to amend Section 6.2.A of the Existing
Agreement as set forth below; and
WHEREAS, the parties hereto agree that the execution of this Amendment No.
6 by a Limited Partner and the delivery thereof to the General Partner shall
constitute the Consent and affirmative vote of such Limited Partner to the
amendment proposed hereby as required by Article 14 and Section 7.3.D(iii) of
the Existing Agreement; and
WHEREAS, in accordance with Section 7.3.D(iii) of the Existing Agreement,
the Amendment proposed hereby requires the Consent of each Partner; and
WHEREAS, the execution and delivery of this Amendment No. 6 by the General
Partner has been approved by resolutions duly adopted by unanimous written
consent of (i) the Independent Directors Committee of the Board of Directors of
the General Partner and (ii) the Board of Directors of the General Partner.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. All terms used in this Amendment No. 6 shall have the meanings
set forth in the Existing Agreement.
Section 2. Section 6.2.A. of the Existing Agreement is hereby amended (i)
by inserting "(1)" immediately before the words "Except as otherwise provided"
and (ii) by inserting the following as new clauses (2) and (3):
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"(2) Depreciation shall be allocated in accordance with Section 6.1 and
6.3.B, except that for the Partnership Year beginning July 1, 1995 and
ending June 30, 1996 the General Partner shall be allocated the percentage
of Depreciation set forth on Attachment "A" hereto with respect to each of
the Apartment Community Projects listed thereon.
(3) In respect of the Partnership Year beginning July 1, 1995 and ending
June 30, 1996 and for each Partnership Year thereafter, there shall be a
special allocation to the Original Limited Partners which when added to
amounts allocated under Sections 6.1 and 6.3.B will result in a total
allocation to the Original Limited Partners of (i) all remaining
low-income housing tax credits of the Existing Property Partnership,
determined solely by reference to the adjusted tax basis of the assets of
the Existing Property Partnership at June 30, 1995, allocated to the
Partnership with respect to the Existing Property Partnership Interest and
(ii) all Depreciation allocated to the Partnership with respect to the
Existing Property Partnership Interest determined solely by reference to
the adjusted tax basis of the assets of the Existing Property Partnership
at June 30, 1995; it being understood that any low-income housing tax
credits becoming available to the Existing Property Partnership, and any
additional Depreciation resulting from increases to the adjusted tax basis
of the assets of the Existing Property Partnership, in each case from and
after July 1, 1995 shall not be subject to the special allocation provided
for in this clause (3)."
Section 3. Except as amended by this Amendment No. 6, 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 4. This Amendment No. 6 shall become effective when signed by the
General Partner and each of the Limited Partners.
Section 5. This Amendment No. 6 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 6. This Amendment No. 6 may be executed in counterparts, all of
which shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatures to the original or same
counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6
as of the date and year first written above.
GENERAL PARTNER:
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IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
Title: Executive Vice President
and Chief Financial Officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and
Treasurer
LIMITED PARTNERS:
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THE IRVINE COMPANY,
a Michigan corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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R.S.J. ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
WOODBRIDGE WILLOWS ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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TIC INVESTMENT COMPANY A,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
TIC INVESTMENT COMPANY B,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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TIC INVESTMENT COMPANY C,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
TIC INVESTMENT COMPANY D,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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ATTACHMENT "A"
Special Allocation of Depreciation to General Partner
Percent of Depreciation
Allocated to General
Partner for Period
Apartment Community Project 7/1/95 to 6/30/96
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Rancho San ▇▇▇▇▇▇▇ 100%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 100%
Stanford Court 100%
Cross Creek 100%
Woodbridge Villas 100%
Berkeley Court 100%
Harvard Court 100%
San Marino 100%
Columbia Court 100%
San ▇▇▇▇ 100%
San Remo 100%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇%
▇▇▇▇▇▇▇ ▇▇▇▇▇ 100%
Rancho Alisal 100%
▇▇▇▇▇▇▇▇ ▇▇▇▇ 100%
Cedar Creek 100%
Cornell Court 100%
Bayview 100%
Parklands 100%
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇%
▇▇▇▇▇▇▇ ▇▇▇▇ 100%
Bayport 100%
Mariner Square 100%
Baywood 100%
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Percent of Depreciation
Allocated to General
Partner for Period
Apartment Community Project 7/1/95 to 6/30/96
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Woodbridge Pines 100%
Promontory Point 100%
Parkwood 100%
Deerfield 100%
Turtle Rock Vista 100%
Windwood 100%
Rancho Tierra 100%
Rancho Maderas 100%
Woodbridge Willows 100%
San Marco 100%
Rancho Mariposa 100%
Amherst Court 100%
San Carlo 100%
San Mateo 75%
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