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Exhibit 3.1
FIRST AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF
WELLS REAL ESTATE FUND VIII, L.P.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF WELLS REAL ESTATE FUND VIII, L.P. (the
"Amendment") is made and entered into as of the 25 th
day of January, 2007, by and among WELLS PARTNERS, L.P., a Georgia
limited partnership, and LEO F. WELLS, III, as General Partners
(collectively, the "General Partners"), and as attorney-in-fact on
behalf of the Limited Partners pursuant to the power of attorney
contained in Section 19.1 of the Agreement of Limited Partnership
of Wells Real Estate Fund VII, L.P., a Georgia limited partnership,
for the purpose of amending such partnership agreement.
WITNESSETH:
WHEREAS , the parties formed Wells Real Estate Fund VIII, L.P.
(the "Partnership") pursuant to the provisions of the Georgia
Revised Uniform Limited Partnership Act by executing and filing
that certain Certificate of Limited Partnership, as filed with the
Secretary of State of Georgia on August 15, 1994, and which is
governed pursuant to the terms and provisions of the Agreement of
Limited Partnership of Wells Real Estate Fund VII, L.P. dated
January 6, 1995 (the "Partnership Agreement"); and
WHEREAS , the General Partners have the authority under
Section 19.1(b)(ii) of the Partnership Agreement to amend the
Partnership Agreement to reflect any amendment thereof that has
received the consent o
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