EXHIBIT 3.1
AMENDMENT TO THE THIRD RESTATED CERTIFICATE
AND AGREEMENT OF LIMITED PARTNERSHIP OF
REAL ESTATE ASSOCIATES LIMITED
This Amendment to the Third Restated Certificate and Agreement of
Limited Partnership, as amended to date (the "Partnership Agreement") of Real
Estate Associates Limited, a California limited partnership (the
"Partnership"), is made and entered into as of January 23, 2004, by and among
National Partnership Investments Corp., a California corporation ("NAPICO"),
as general partner of the Partnership, and NAPICO, as attorney-in-fact for the
limited partners of the Partnership.
WHEREAS, NAPICO and limited partners owning a majority of the
outstanding limited partnership interests of the Partnership have approved
this Amendment.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Section 9.3(d) of the Partnership Agreement is hereby amended to
read in its entirety as follows:
"(d) upon any sale or refinancing the Partnership shall not
reinvest any proceeds thereof prior to distributing to the
Partners from the proceeds sufficient cash to pay the state
and federal tax at the then maximum rates, and may
distribute to the Partners the balance of the Proceeds;"
2. Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the Partnership 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.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx,
Senior Vice President, General
Counsel and Secretary
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as Attorney-in-Fact for the Limited Partners
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx,
Senior Vice President, General
Counsel and Secretary
AMENDMENT TO THE THIRD RESTATED CERTIFICATE
AND AGREEMENT OF LIMITED PARTNERSHIP OF
REAL ESTATE ASSOCIATES LIMITED
This Amendment to the Third Restated Certificate and Agreement of
Limited Partnership, as amended to date (the "Partnership Agreement") of Real
Estate Associates Limited, a California limited partnership (the
"Partnership"), is made and entered into as of January 23, 2004, by and among
National Partnership Investments Corp., a California corporation ("NAPICO"),
as general partner of the Partnership, and NAPICO, as attorney-in-fact for the
limited partners of the Partnership.
WHEREAS, NAPICO and limited partners owning a majority of the
outstanding limited partnership interests of the Partnership have approved
this Amendment.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Section 9.3(t) of the Partnership Agreement is hereby amended to
read in its entirety as follows:
"(t) the Partnership shall not sell all or substantially all
of the Partnership's assets in a single transaction or a
series of related transactions without obtaining the consent
of Limited Partners owning a majority of the Units;
provided, however, that the foregoing will not apply to a
sale of a single Project or Project Interest;"
2. Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the Partnership 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.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
Senior Vice President, General
Counsel and Secretary
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as Attorney-in-Fact for the Limited Partners
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
Senior Vice President, General
Counsel and Secretary
