AMENDMENT TO
SECOND AMENDED AND RESTATED
CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP
OF CONAM REALTY INVESTORS 5 LP
This Amendment to Second Amended and Restated Certificate and Agreement of
Limited Partnership, dated as of August 20, 1985, of ConAm Realty Investors 5
LP, a California limited partnership formerly known as ▇▇▇▇▇▇/ConAm Realty
Investors 5 (the "PARTNERSHIP"), is entered into as of January 18, 1999, and
amends the Amended and Restated Certificate and Agreement of Limited Partnership
of the Partnership (as amended to date, the "AGREEMENT"), as follows:
1. Section 12.d.(xi) of the Agreement is hereby amended as follows:
(xi) Except as provided in Subsection 12f.(vi), permit the
Partnership to purchase or lease property in which a General Partner or any
Affiliate has an interest or sell or lease any Property to a General
Partner or any Affiliate, unless such transaction is specifically approved
by Limited Partners owning a majority of the Units outstanding at that
time.
2. Except as expressly amended hereby, all other provisions of the
Agreement shall remain unchanged and shall continue in full force and
effect.
3. The effective date of this Amendment is January 18, 1999.
GENERAL PARTNER:
ConAm Property Services IV, Ltd.
By: Continental American Development, Inc.,
its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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E. ▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
LIMITED PARTNERS:
The Limited Partners of the Partnership whose names are
recorded in the records of the Partnership by ConAm
Property Services IV, Ltd., their attorney-in-fact
By: Continental American Development, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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E. ▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President