SECOND AMENDMENT
TO
THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
CENTURY PROPERTIES GROWTH FUND XXII, LP
This SECOND AMENDMENT TO THE AMENDED
AND RESTATED LIMITED PARTNERSHIP
AGREEMENT OF CENTURY PROPERTIES GROWTH FUND XXII, LP, dated as of
September 18, 2008 (this "Amendment"), is by and
among Fox Partners IV, a California general partnership (the
"General Partner"), and the Limited Partners. 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, Century Properties Growth
Fund XXII, a California limited partnership (the "California
Partnership"), and Century Properties Growth Fund XXII, LP, a
Delaware limited partnership (the "Delaware Partnership"),
are parties to an Agreement and Plan of Merger, dated as of
September 18, 2008 (the "Merger Agreement");
WHEREAS, pursuant to the Merger
Agreement, the California Partnership will be merged with and into
the Delaware Partnership, with the Delaware Partnership as the
surviving entity;
WHEREAS, pursuant to the Merger
Agreement, at the effective time of the merger, the Amended and
Restated Limited Partnership Agreement of Century Properties Growth
Fund XXII, made as of January 31, 1984, and amended and restated to
September 23, 1985, as amended immediately prior to the effective
time of the merger (the "Partnership Agreement"), and as
further amended by this Amendment, will become the partnership
agreement of the Delaware Partnership; and
WHEREAS, the merger will be effected
upon the approval or consent of (i) the general partner of both the
California Partnership and the Delaware Partnership, and (ii) a
majority in interest of each class of limited partners of both the
California Partnership and the Delaware Partnership.
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.
Amendments to the Partnership Agreement. At the effective
time of the Merger, the Partnership Agreement shall be amended as
follows:
(a)
The following text is inserted immediately after the first
paragraph of the Partnership Agreement:
"Century Properties Growth Fund XXII
was originally formed as a limited partnership (the "California
Partnership") pursuant to the provisions of the California Uniform
Limited Partnership Act as set forth in Title 2, Chapter 2, of the
California Corporations Code, upon the terms and conditions set
forth in an agreement made as of January 31, 1984, and amended and
restated to September 23, 1985 (the "1985 Partnership Agreement").
Pursuant to an Agreement and Plan of Merger, dated as of September
18, 2008, by and between the California Partnership and Century
Properties Growth Fund XXII, LP, a Delaware limited partnership
(the "Delaware Partnership"), the California Partnership was merged
with and into the Delaware Partnership, with the Delaware
Partnership as the surviving entity (the "Surviving Entity") in the
merger (the "Merger"). At the effective time of the Merger (the
"Effective Time"), the Merger had the effect provided by applicable
law, and the following consequences: (a) the certificate of limited
partnership of the Delaware Partnership in effect immediately prior
to the Effective Time became the certificate of limited partnership
of the Surviving Entity; (b) the limited partnership agreement of
the California Partnership in effect immediately prior to the
Effective Time, as amended as set forth on Annex A to the Merger
Agreement, became the partnership agreement of the Surviving
Entity; (c) Fox Partners IV, a California general partnership,
remained as sole General Partner of the Surviving Entity, and its
interest in the California Partnership immediately prior to the
Effective Time was
converted
into an equivalent interest in the Surviving Entity; (d) the
interest of the general partner in the Delaware Partnership
immediately prior to the Effective Time was cancelled; (e) each
limited partner in the California Partnership became a limited
partner in the Surviving Entity, with an interest in the Surviving
Entity equivalent to the interest such limited partner had in the
California Partnership immediately prior to the Effective Time; (f)
the interest of each limited partner in the Delaware Partnership
immediately prior to the Effective Time was cancelled. References
herein to the "Partnership" are to the California Partnership prior
to
