EXHIBIT 3.1
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED VI
This Amendment to the Restated Certificate and Agreement of Limited
Partnership, as amended to date (the "Partnership Agreement"), of Real Estate
Associates Limited VI, a California limited partnership (the "Partnership"),
is made and entered into as of November 8, 2004, by and among National
Partnership Investments Corp., a California corporation ("NAPICO"), as general
partner of the Partnership, National Partnership Investments Associates, a
California limited partnership ("NAPIA"), as general partner of the
Partnership, and NAPICO, as attorney-in-fact for the limited partners of the
Partnership.
WHEREAS, NAPICO, NAPIA 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.
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/ Jeffrey H. Sussman
------------------------------------
Jeffrey H. Sussman,
Senior Vice President, General Counsel
and Secretary
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES,
as General Partner
By: /s/ Nicholas G. Ciriello
-------------------------------------
Nicholas G. Ciriello,
General Partner
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as Attorney-in-Fact for the Limited Partners
By: /s/ Jeffrey H. Sussman
--------------------------------------
Jeffrey H. Sussman,
Senior Vice President, General Counsel
and Secretary
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED VI
This Amendment to the Restated Certificate and Agreement of Limited
Partnership, as amended to date (the "Partnership Agreement"), of Real Estate
Associates Limited VI, a California limited partnership (the "Partnership"),
is made and entered into as of November 8, 2004, by and among National
Partnership Investments Corp., a California corporation ("NAPICO"), as general
partner of the Partnership, National Partnership Investments Associates, a
California limited partnership ("NAPIA"), as general partner of the
Partnership, and NAPICO, as attorney-in-fact for the limited partners of the
Partnership.
WHEREAS, NAPICO, NAPIA 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 INVESTMENTS CORP.,
as General Partner
By: /s/ Jeffrey H. Sussman
-------------------------------------
Jeffrey H. Sussman,
Senior Vice President, General Counsel
and Secretary
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES,
as General Partner
By: /s/ Nicholas G. Ciriello
-------------------------------------
Nicholas G. Ciriello,
General Partner
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as Attorney-in-Fact for the Limited Partners
By: /s/ Jeffrey H. Sussman
-------------------------------------
Jeffrey H. Sussman,
Senior Vice President, General Counsel
and Secretary