EXHIBIT 3.1
AMENDMENT TO THE RESTATED CERTIFICATE
AND AGREEMENT OF LIMITED PARTNERSHIP OF
REAL ESTATE ASSOCIATES LIMITED VII
This Amendment to the Restated Certificate and Agreement of Limited
Partnership, dated as of March 5, 1984, as amended to date (the "Partnership
Agreement") of Real Estate Associates Limited VII, a California limited
partnership (the "Partnership"), is made and entered into as of January 21,
2004, by and among National Partnership Investments Corp., a California
corporation ("NAPICO"), as general partner of the Partnership, National
Partnership Investments Associates II, a California limited partnership
("NAPIA II"), as general partner of the Partnership, and NAPICO, as
attorney-in-fact for the limited partners of the Partnership.
WHEREAS, NAPICO, NAPIA II 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."
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 ASSOCIATES II,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx,
General Partner
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 RESTATED CERTIFICATE
AND AGREEMENT OF LIMITED PARTNERSHIP OF
REAL ESTATE ASSOCIATES LIMITED VII
This Amendment to the Restated Certificate and Agreement of Limited
Partnership, dated as of March 5, 1984, as amended to date (the "Partnership
Agreement") of Real Estate Associates Limited VII, a California limited
partnership (the "Partnership"), is made and entered into as of January 21,
2004, by and among National Partnership Investments Corp., a California
corporation ("NAPICO"), as general partner of the Partnership, National
Partnership Investments Associates II, a California limited partnership
("NAPIA II"), as general partner of the Partnership, and NAPICO, as
attorney-in-fact for the limited partners of the Partnership.
WHEREAS, NAPICO, NAPIA II 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 outstanding Limited Partnership interests;
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 ASSOCIATES II,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx,
General Partner
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
