EXHIBIT 3.2
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF HOUSING PROGRAMS LIMITED
This Amendment to the Restated Certificate and Agreement of Limited
Partnership, as amended to date (the "Partnership Agreement"), of Housing
Programs Limited, a California limited partnership (the "Partnership"), is made
and entered into as of February 2, 2006, by and among National Partnership
Investments Corp., a California corporation ("NAPICO"), as general partner of
the Partnership, Housing Programs Corporation II, a Delaware corporation ("HPC
II"), as general partner of the Partnership, National Partnership Investments
Associates, a California limited partnership ("NPIA"), as general partner of the
Partnership, and NAPICO, as attorney-in-fact for the limited partners of the
Partnership.
WHEREAS, NAPICO, HPC II, NPIA 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 a
sale of Project Interests related to a single Project) that is
not part of a series of related transactions involving the
sale of multiple Projects (or Project Interests related to
multiple Projects) that constitute all or substantially all of
the Projects."
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.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
NATIONAL PARTNERSHIP HOUSING PROGRAMS CORPORATION II,
INVESTMENTS CORP., as General Partner
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxx
Senior Vice President, President and CEO
General Counsel and Secretary
NATIONAL PARTNERSHIP NATIONAL PARTNERSHIP
INVESTMENTS ASSOCIATES, INVESTMENTS CORP.,
as General Partner as Attorney-in-Fact for the Limited
Partners
By: /s/ Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx,
General Partner Senior Vice President,
General Counsel and Secretary
