Exhibit3B

 

FIRSTAMENDMENT TO THE DAVIDSON GROWTH PLUS, L.P.

limitedpartnership AGREEMENT

ThisFirst Amendment (this “Amendment”) is made and entered into as of October15, 2008, and amends that certain Limited Partnership Agreement dated as of May22, 1986 (the “Original Agreement”) of Davidson Growth Plus, L.P. (f/k/aFreeman Growth Plus, L.P.) (the “Partnership”), by and among FreemanDiversified Properties, Inc, a Tennessee corporation (“Freeman”), JamesT. Gunn and Susan L. Freeman.

**RECITALS**

A.                Freeman was the original general partner of the Partnership.

B.                Pursuant to an Amendment to the Certificate of Limited Partnership of thePartnership, Freeman withdrew as the general partner of the Partnershipeffective as of August 29, 1996 and Davidson Growth Plus GP Corporation, aDelaware corporation, was admitted as the general partner (the “GeneralPartner”).

C.                Pursuant to an Amendment to the Certificate of Limited Partnership of thePartnership, the Partnership’s name was changed from Freeman Growth Plus, L.P.to Davidson Growth Plus, L.P.

D.                Article 16 of the Original Agreement provides that the term of thePartnership may be extended upon a vote of the majority of the LimitedPartners.  Article 15 of the Original Agreement provides that the GeneralPartner, without seeking approval from the Limited Partners, may amend theagreement to change the name of the partnership and to cure anyambiguity.

E.                 The General Partner has received the consent of a majority of the LimitedPartners with regard to the extension of the term.

F.                 The General Partner has determined that this Amendment is desirable toextend the term of the Partnership and to amend the language of the OriginalAgreement to reflect the change in the Partnership’s name and generalpartner.

**AGREEMENT**

Inconsideration of the mutual covenants and agreements set forth herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

**1.                 ****Defined Terms**.  Capitalized terms used herein butnot otherwise defined herein have the respective meanings set forth in theOriginal Agreement.

**2.                 ****Amendment**.  

**(a)              **The Original Agreement is hereby amended by deleting Section 4 andreplacing it in its entirety as follows:

ThePartnership commenced as of the 22nd day of May, 1986, and shall continue untilthe 31st day of December 2021, unless previously terminated in accordance withthe provisions of this Partnership Agreement.

**(b)              **All references to “Freeman Diversified Properties, Inc., aTennessee corporation” are hereby deleted and replaced with “Davidson GrowthPlus GP corporation, a Delaware corporation”**.**

**(c)               **All references to “Freeman Growth Plus, L.P.” are hereby deleted andreplaced with “Davidson Growth Plus, L.P.”

**3.                 **** Continuation**.  Except as amended hereby, theOriginal Agreement is hereby ratified and confirmed and shall remain in fullforce and effect.

**4.                 ****Miscellaneous**.

**(a)              **This Amendment shall bind and inure to the benefit of the parties andtheir respective successors and assigns.  

**(b)              **This Amendment may be executed in counterparts (and by facsimilesignature), each of which shall be deemed an original but all of which shallconstitute one and the same instrument.

**(c)               **This Amendment and its application shall be governed by the laws ofthe State of Delaware, without regard to conflicts of law provisions.

**[Signatures on Next Page]**