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Exhibit 3.2
AMENDMENT
TO
AMENDED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS
XII
THIS
AMENDMENT TO AMENDED CERTIFICATE AND AGREEMENT OF LIMITED
PARTNERSHIP OF ANGELES PARTNERS XII (this " Amendment ") is
entered into as of October 22, 2007, by and among Angeles
Realty Corporation II, a California corporation (the " Managing
General Partner "), and each of the Limited Partners. All
capitalized terms used in this Amendment but not otherwise defined
herein shall have the meanings given to them in the Partnership
Agreement (as defined below).
Recitals
WHEREAS,
Angeles Partners XII, a California limited partnership (the "
Partnership "), is governed pursuant to the terms of that
certain Amended Certificate and Agreement of Limited Partnership,
dated as of May 24, 1983 (as amended, the " Partnership
Agreement "); and
WHEREAS,
the Managing General Partner has obtained consents of the requisite
percentage-in-interest of the Limited Partners ( i.e .,
Limited Partners who own more than 50% of the outstanding Units),
necessary to amend the Partnership Agreement as provided in this
Amendment.
NOW,
THEREFORE, in consideration of the premises, the agreement of the
parties herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereby agree as
follows:
1.
Payment
of Expenses . Section 8.4 of the Partnership Agreement is
hereby amended by adding the following sentence to the end of the
fifth paragraph of such section:
"Notwithstanding anything herein to the contrary, the
Managing General Partner may cause the Partnership to enter into
any contract with the Managing General Partner or its Affiliates to
provide services to the Partnership in connection with
redevelopment of any of the properties owned by the Partnership,
and receive fees or other compensation from the Partnership for
such services, provided that any such fees or other
compensation shall not exceed an amount which is competitive in
price and terms with other nonaffiliated persons rendering
comparable services."
2.
Conflicts of Interest . Section 19.4 of the
Partnership Agreement is hereby amended by adding the
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