Attached files
Exhibit 3.7
AMENDMENT NO. 4
TO THE
FIFTH AMENDED AND RESTATED BYLAWS
OF
CENTERLINE HOLDING COMPANY
TO THE
FIFTH AMENDED AND RESTATED BYLAWS
OF
CENTERLINE HOLDING COMPANY
This Amendment No. 4 (the Amendment) to the Fifth Amended and Restated Bylaws of
Centerline Holding Company, a Delaware statutory trust (the Trust), as amended (the
Bylaws), was approved by the Trusts board of trustees (the Board) effective as
of March 5, 2010:
WHEREAS, the Trust (i) has entered into a purchase and sale agreement, by and among C-III
Capital Partners LLC (Newco), on the one hand, and the Trust and certain of its
subsidiaries, on the other hand, pursuant to which Newco will acquire (a) the Trusts assets
comprising the former ARCap Investors LLC business and certain other assets and (b) newly issued
Special Series A Shares of the Trust; and (ii) has and/or will be entering into various agreements
with certain of its lenders, creditors and claimants to restructure certain of its other
outstanding debt obligations and a management agreement with an affiliate of Newco pursuant to
which it will provide executive management services to the Trust (the Transaction);
WHEREAS, as a condition to consummating the Transaction, the Trust has agreed to amend its
Bylaws to (i) clarify the indemnification rights of certain persons and (ii) require that any
amendment to the definitions of Independent Trustee and Managing Trustee in the Trust
Agreement or the Bylaws be approved by a majority of the Independent Trustees; and
WHEREAS, Article XIV of the Bylaws provides that the Board shall have the exclusive power to
adopt, alter or repeal any provision of the Bylaws and to make new Bylaws.
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. Article XII of the Bylaws is hereby amended by inserting the following sentence after the
last sentence of the first paragraph thereof:
The foregoing rights to indemnification and advancement of expenses shall
be in addition to any other right to indemnification and advancement of
expenses that such Persons may have under the Trust Agreement, the
Management Agreement, any contract, at law, under any insurance policy or
otherwise.
2. Article XIV of the Bylaws is hereby amended by inserting the following sentence
immediately after the first sentence thereof:
Notwithstanding the foregoing or any provision in these Bylaws to the
contrary and in addition to any restrictions on amendments to the Trust
Agreement contained in the Trust Agreement, a proposal, recommendation, vote
or consent by the Board of Trustees to amend the
definitions of Independent Trustee and Managing Trustee in the Trust
Agreement, Sections 3.1(a), 10.11 and 11.2 of the Trust Agreement, Sections
3 and 12(c) of Article II of these Bylaws, Sections 3, 8, 10, 11(b), 12 and
17 of Article III of these Bylaws, Article IV of these Bylaws and Article
XIV of these Bylaws, shall also require the vote or consent of a majority of
the Independent Trustees (the Independent Trustee Amendment Provision).
The Independent Trustee Amendment Provision shall remain effective through
and including March 5, 2013 (the Cessation Date). After the Cessation
Date, the Independent Trustee Amendment Provision shall automatically cease
to be in effect and cease to be part of these Bylaws.
Except to the extent expressly amended by the terms of this Amendment, the Bylaws shall remain
unchanged and in full force and effect.
This Amendment shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to principles of conflict of laws, all rights and remedies being governed
by such laws.
Each provision of this Amendment is intended to be severable. If any term or provision of
this Amendment is illegal or invalid for any reason, such illegality or invalidity will not affect
the legality or invalidity of the remainder of this Amendment.
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