Amended and Restated Agreement and Certificate of Limited Partnership Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF PACHUTA, LTD.
Amended and Restated Agreement and Certificate of Limited Partnership • May 29th, 2012 • Real Estate Associates LTD Vii • Real estate

This Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Amendment”), dated for reference purposes only May 21, 2012, is entered into by and between Herbert B. Ivison, Jr., an individual (the “General Partner”); Real Estate Associates Limited VII, a California limited partnership (the “Withdrawing Limited Partner”); and H.I. Family, LLC, a Mississippi limited liability company (the “Incoming Limited Partner”) (each of the foregoing is hereinafter sometimes referred to as a “Party” and any two or more, as the context requires, are hereinafter sometimes referred to as the “Parties”), with reference to the following facts:

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THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF ARKANSAS CITY APARTMENTS, LIMITED PARTNERSHIP
Amended and Restated Agreement and Certificate of Limited Partnership • March 30th, 2012 • Real Estate Associates LTD Vii • Real estate

This Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of ARKANSAS CITY APARTMENTS, LIMITED PARTNERSHIP (this “Amendment”), is dated for reference purposes only January 1st, 2012, by and between DAVID B. GIBSON III, an individual (the “Operating General Partner”), and O.L. PURYEAR AND SONS CONSTRUCTION CO., INC., an Arkansas corporation (“OLP”, together with the Operating General Partner, collectively, the “General Partner”); REAL ESTATE ASSOCICATES LIMITED VII, a California limited partnership (the “Withdrawing Limited Partner”); and SOUTHLAND PROPERTIES, INC., an Arkansas corporation (the “Incoming Limited Partner” and together with the General Partner and the Withdrawing Limited Partner, each a “Party” and any two or more, as the context requires, collectively, the “Parties”), with reference to the following:

FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF CHERRYWOOD ASSOCIATES
Amended and Restated Agreement and Certificate of Limited Partnership • August 12th, 2011 • Real Estate Associates LTD Ii • Real estate

This First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Cherrywood Associates (this "Amendment"), is dated for reference purposes only August 10, 2011, by and between James R. Tomlinson, an individual, Thomas E. Dillon, an individual, Gerald C. Bauman, an individual (collectively, the "Operating General Partner"); Real Estate Associates Limited II, a California limited partnership (the "Withdrawing Limited Partner" and together with the Operating General Partner, each a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

Exhibit 4.20
Amended and Restated Agreement and Certificate of Limited Partnership • March 26th, 2004 • Geodyne Energy Income LTD Partnership I-F • Crude petroleum & natural gas
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Amended and Restated Agreement and Certificate of Limited Partnership • May 14th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate • Delaware

This SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP, dated as of March 19, 2008 (this “Amendment”), is by and among Oxford Residential Properties I Corporation, a Maryland corporation (the “Managing General Partner”), Oxford Fund I Limited Partnership, a Maryland limited partnership (the "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).

SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF EMPORIA LIMITED
Amended and Restated Agreement and Certificate of Limited Partnership • July 26th, 2013 • Real Estate Associates LTD/Ca • Operators of nonresidential buildings

This Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Emporia Limited (this “Amendment”), is dated for reference purposes only June 25, 2013, by and between Richard J. Bjelland, an individual, Roger B. Midura, an individual, Ronald Midura, an individual (collectively, the “Operating General Partner”), and Northwood Village Corporation, a Virginia corporation (together with the Operating General Partner, collectively, the “General Partner”); Real Estate Associates Limited, a California limited partnership (the “Withdrawing Limited Partner”); and Ronald Andrew Midura, an individual (the “Incoming Limited Partner” and together with the General Partner and the Withdrawing Limited Partner, each a “Party” and any two or more, as the context requires, collectively, the “Parties”), with reference to the following:

SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF GRANDVIEW PLACE LIMITED PARTNERSHIP
Amended and Restated Agreement and Certificate of Limited Partnership • July 14th, 2011 • Real Estate Associates LTD V • Real estate

This Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Amendment”), effective as of July 11, 2011 (the “Effective Date”), is entered into by Dennis D. Curran (the “Operating General Partner”) and GVP, Inc., a Montana corporation (together with the Operating General Partner, each a “General Partner” and, collectively, the “General Partners”); Real Estate Associates Limited V, a California limited partnership (“the “Withdrawing Limited Partner”); and Randel Corporation, a Nevada corporation (the “Incoming Limited Partner”) (each of the foregoing is hereinafter sometimes referred to as a “Party” and any two or more, as the context requires, are hereinafter sometimes referred to as the “Parties”), with reference to the following facts:

FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF ARISTOCRAT MANOR, LTD.
Amended and Restated Agreement and Certificate of Limited Partnership • November 1st, 2012 • Real Estate Associates LTD Vii • Real estate

This Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Aristocrat Manor, Ltd. (this “Amendment”), is made as of October 29 2012 (the “Effective Date”), by and between the following parties

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