AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP
OF CONAM REALTY INVESTORS 81 LP
This Amendment to Amended and Restated Certificate and Agreement of Limited
Partnership of ConAm Realty Investors 81 LP, a California limited partnership
formerly known as Xxxxxx/ConAm Realty Investors 81 (the "PARTNERSHIP"), is
entered into as of January 18, 1999, and amends the Amended and Restated
Certificate and Agreement of Limited Partnership of the Partnership (as amended
to date, the "AGREEMENT"), as follows:
1. Section 12.d.(xi) of the Agreement is hereby amended as follows:
(xi) Except as provided in Subsection 12f.(vi), permit the
Partnership to purchase or lease property in which a General Partner or any
Affiliate has an interest or sell any Property to a General Partner or any
Affiliate, unless such transaction is specifically approved by Limited
Partners owning a majority of the Units outstanding at that time.
2. Except as expressly amended hereby, all other provisions of the
Agreement shall remain unchanged and shall continue in full force and
effect.
3. The effective date of this Amendment is January 18, 1999.
GENERAL PARTNER:
ConAm Property Services, Ltd.
By: Continental American Development, Inc.,
its general partner
By: /s/ Xxxxx Xxxxxx
-------------------------
X. Xxxxx Xxxxxx,
Vice President
LIMITED PARTNERS:
The Limited Partners of the Partnership whose names are
recorded in the records of the Partnership by ConAm
Property Services, Ltd., their attorney-in-fact
By: Continental American Development, Inc.
By: /s/ Xxxxx Xxxxxx
-------------------------
X. Xxxxx Xxxxxx,
Vice President
