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Exhibit 4(c)
AMENDMENT
TO
THE SECOND AMENDED AND RESTATED
CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
SHELTER PROPERTIES II LIMITED PARTNERSHIP
THIS AMENDMENT TO THE SECOND AMENDED AND
RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF
SHELTER PROPERTIES II LIMITED PARTNERSHIP (this
"Amendment") is entered into as of September 27, 2007, by
and among Shelter Realty II Corporation, a South Carolina
corporation, in its capacity as corporate general partner (the
"Corporate 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, Shelter Properties II Limited
Partnership, a South Carolina limited partnership (the
"Partnership"), is governed pursuant to the terms of that
certain Amended and Restated Certificate and Agreement of
Limited Partnership, dated as of March 25, 1981, as amended by
that certain Second Amended and Restated Certificate and
Agreement of Limited Partnership dated as of April 30, 1981 (as
further amended, the "Partnership Agreement");
and
WHEREAS, the Corporate 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
Power and Authority of the Corporate General Partner.
Section 8.1 of the Partnership Agreement is hereby amended by
adding the following sentence to the end of such paragraph:
"Notwithstanding anything in this Section 8.1 or
in Section 8.2 to the contrary, the Corporate General Partner
may cause the Partnership to enter into any contract with the
Corporat
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