EXHIBIT 3.1
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED IV
This Amendment to the Restated Certificate and Agreement of
Limited Partnership, as amended to date
(the "Partnership Agreement"), of Real
Estate Associates Limited IV, a California
limited partnership (the
"Partnership"), is made and entered into as
of January 31, 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
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Jeffrey H. Sussman,
Senior Vice President, General Counsel
and Secretary
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES,
as General Partner
By: /s/ Nicholas G. Ciriello
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Nicholas G. Ciriello,
General Partner
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