EXHIBIT 3.1
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED III
This Amendment to the Restated Certificate and Agreement of
Limited Partnership, as amended to date (the "Partnership Agreement"), of Real
Estate Associates Limited III, a California limited partnership (the
"Partnership"), is made and entered into as of January 12, 2005, 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 III
This Amendment to the Restated Certificate and Agreement of
Limited Partnership, as amended to date (the "Partnership Agreement"), of Real
Estate Associates Limited III, a California limited partnership (the
"Partnership"), is made and entered into as of January 12, 2005, 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