0000950123-10-109430 Sample Contracts

SECOND AMENDMENT TO THE AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII
Amended Certificate and Agreement of Limited Partnership • November 29th, 2010 • Angeles Partners Xii • Real estate • California

This SECOND AMENDMENT TO THE AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, dated as of November 24, 2010 (this “Amendment”), is by and among Angeles Realty Corporation II, a California corporation (the “Managing General Partner”), AIMCO Angeles GP, LLC, a Delaware limited liability company (the “Non-Managing General Partner”) and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 29th, 2010 • Angeles Partners Xii • Real estate • Delaware

Agreement and Plan of Merger (this “Agreement”), dated as of November 24, 2010, by and between Angeles Partners XII, a California limited partnership (the “California Partnership”), and Angeles Partners XII, LP, a Delaware limited partnership (the “Delaware Partnership”).

FOURTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP
Agreement of Limited Partnership • November 29th, 2010 • Angeles Partners Xii • Real estate • Delaware

This FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP, dated as of November 24, 2010 (this “Amendment”), is made by Angeles Realty Corporation II, a California corporation (the “Managing General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

THIRD AMENDMENT TO THE AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP
Amended Certificate and Agreement of Limited Partnership • November 29th, 2010 • Angeles Partners Xii • Real estate • Delaware

This THIRD AMENDMENT TO THE AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP, dated as of November 24, 2010 (this “Amendment”), is by and among Angeles Realty Corporation II, a California corporation (the “Managing General Partner”), AIMCO Angeles GP, LLC, a Delaware limited liability company (the “Non-Managing General Partner”) and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

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