Exhibit 3C
FIRST AMENDMENT
TO
THE PARTNERSHIP AGREEMENT
OF
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
This FIRST AMENDMENT TO THE
PARTNERSHIP AGREEMENT OF DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.,
dated as of May 21, 2008 (this "Amendment"), is made by
Davidson Diversified Properties, Inc., a Tennessee corporation (the
"Managing General Partner"). All capitalized terms used in
this Amendment but not otherwise defined herein shall have the
respective meanings given to them in the Partnership Agreement (as
defined below).
WHEREAS, Davidson Diversified Real
Estate II, L.P., a Delaware limited partnership (the
"Partnership"), is governed pursuant to the terms of that certain
Partnership Agreement of Davidson Diversified Real Estate II, L.P.,
dated as of June 11, 1984 (the " Partnership Agreement
" ); and
WHEREAS, the Managing General
Partner has determined that this Amendment is in the best interests
of the Partnership and Limited Partners, and a majority in interest
of the Limited Partners of the Partnership have approved this
Amendment.
NOW, THEREFORE, in consideration of
these premises and of the mutual provisions, conditions and
covenants herein contained, the parties hereto do hereby agree as
follows:
1.
Amendment to the Partnership Agreement.
(a) The Partnership Agreement
is hereby amended by the addition of a new Article XXIII, which
will read in its entirety as follows:
"XXIII. SERIES OF LIMITED
PARTNERSHIP INTERESTS
Notwithstanding any other provision
of this Agreement, the Managing General Partner is hereby
authorized to amend this Agreement and the Certificate of Limited
Partnership at any time, and from time to time, as it determines,
in its sole discretion, may be necessary or desirable to establish,
and convert existing limited partnership interests into, different
designated series of limited
partnership interests that have separate rights with respect to
specified partnership property, in accordance with Section
17-218 of the Delaware Revised Uniform Limited Partnership Act.
Without limitation of the foregoing, the Managing General Partner
shall be authorized to adopt amendments that provide for any or all
of the following:
·
All income, earnings,
profits and proceeds from the series property, including any
proceeds derived from the refinancing, sale or other
dispo
