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EXHIBIT 99.8
AMENDMENT TO THE
AMENDED AGREEMENT OF LIMITED PARTNERSHIP
OF
CORPORATE PROPERTY ASSOCIATES 5
THIS AMENDMENT (this "Amendment") TO THE AMENDED AGREEMENT OF
LIMITED PARTNERSHIP of CORPORATE PROPERTY ASSOCIATES 5, a California limited
partnership (the "Partnership"), which amends the Amended Agreement of Limited
Partnership of the Partnership, dated as of June 1, 1983(the "Agreement"), is
made and entered into as of the __th day of __________, 1997 by and between
▇▇▇▇▇ CORPORATE PROPERTY, INC., a Delaware corporation, as general partner and
Corporate General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as general partner and Individual
General Partner and all persons and entities admitted as Limited Partners as
provided in the Agreement and amends the Agreement as follows:
1. "ARTICLE X -- MANAGEMENT AND OPERATION OF BUSINESS" is hereby
amended by adding to Section (G) "Specific Transactions Authorized" thereof the
following paragraphs:
10. Notwithstanding anything to the contrary contained in this
Agreement, the Partnership may, upon the approval of holders of a majority of
the limited partner interests of the Partnership, merge itself with Fifth
Subsidiary, L.P. (the "Subsidiary Partnership") pursuant to an Agreement of
Merger (the "Merger Agreement") to be entered into by the Partnership and the
Subsidiary Partnership, following which the Partnership shall be the surviving
limited partnership, and shall pay all expenses incurred in connection with the
formation and qualification of the Subsidiary Partnership and the exchange of
the Partners' Partnership Interests pursuant to the Merger Agreement. In
accordance with Section 15678.2 of the Act (including Section 15678.2(e)),
notwithstanding anything to the contrary contained in this Agreement, the Merger
Agreement may (i) effect any amendment to this Agreement or (ii) effect the
adoption of a new partnership agreement for the Partnership. Any amendment to
this Agreement or adoption of a new partnership agreement made pursuant to the
foregoing sentence shall be effective at the effective time or date of the
merger. The provisions of this Paragraph (G)(10) of Article X shall not be
construed to limit the accomplishment of a merger or of any of
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the matters referred to herein by any other means otherwise permitted by law.
11. The Partnership, and the Corporate General Partner on
behalf of the Partnership, may enter into and perform all documents that are
necessary, appropriate, proper, advisable, incidental or convenient to
consummate a merger approved in accordance with Paragraph (G)(10) above
(including the Merger Agreement and a certificate of merger), as determined by
the Corporate General Partner, in its sole discretion, all without any further
act, vote or approval of any other Partner notwithstanding any other provision
of this Agreement. The General Partners hereby approve of the merger of the
Subsidiary Partnership with and into the Partnership pursuant to the Merger
Agreement.
2. Successors and Assigns. This Amendment shall be binding upon,
and shall enure to the benefit of, the parties hereto and their respective
successors and assigns.
3. Full Force and Effect. Except to the extent modified hereby,
the Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in counterparts,
all of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all such parties are not signatories to the
original or same counterpart.
5. Headings. The headings in this Amendment are included for
convenience and identification only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Amendment or
any provisions hereof.
6. Governing Law. This Amendment shall be interpreted in
accordance with the laws of the State of Delaware (without regard to conflict
of laws principles), all rights and remedies being governed by such laws.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Agreement.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands as of the day and year first above written.
GENERAL PARTNERS:
_____________________________
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ CORPORATE PROPERTY, INC.
By: ___________________________________
LIMITED PARTNERS:
All Limited Partners now admitted as limited
partners of the Partnership pursuant to
powers of attorney and authorizations
previously executed in favor of and granted
and delivered to the Corporate General
Partner
By: ▇▇▇▇▇ CORPORATE PROPERTY, INC.,
Corporate General Partner
By:___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
