Exhibit 4

 

**FIRST AMENDMENT TO**

**RESTATED CERTIFICATE AND AGREEMENT OF**

**LIMITED PARTNERSHIP**

 

**OF**

 

**REAL****ESTATE ASSOCIATES LIMITED V, A CALIFORNIA LIMITEDPARTNERSHIP**

 

ThisFirst Amendment (the “**First Amendment**”) to the RestatedCertificate and Agreement of Limited Partnership of Real Estate AssociatesLimited V, a California limited partnership (the “**Partnership**”),is made and entered into as of June 15, 2010.

 

**RECITALS:**

 

WHEREAS,the Partnership was formed on May 7, 1982;

 

WHEREAS,the General Partners and the Limited Partners (sometimes collectively referredto as the “**Partners**”) have entered into the Restated Certificateand Agreement of Limited Partnership (the “**Partnership****Agreement**”);

 

WHEREAS,in accordance with the terms of the Partnership Agreement, the Limited Partnershave approved the terms of this First Amendment; and

 

WHEREAS,the Partners desire to amend the Partnership Agreement as set forth below.

 

NOW,THEREFORE, in consideration of the foregoing recitals and the mutual promisesand covenants contained in this First Amendment, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, theGeneral Partners and the Limited Partners hereby agree as follows:

 

**AGREEMENT:**

 

1.**Section 9.3(d)**. Section 9.3(d) of the Partnership Agreement ishereby amended and restated in its entirety to read as follows:

 

“thePartnership will not sell any Project or Project Interest, except pursuant toexempted sales to qualified tenant groups, if the cash proceeds would be lessthan the taxes at the then maximum state and federal tax rates, and upon anysales or refinancing the Partnership shall not reinvest any proceeds thereofprior to distributing to the Partners from the proceeds sufficient cash to paythe state and federal tax at the then maximum rates (and may distribute to thePartners the balance of the proceeds), and in no event will the Partnershipreinvest such proceeds; provided, however, that the General Partners shall havethe right, in their sole and absolute discretion, to sell the last remainingProject (or Project Interests related to the last remaining Project) withoutcomplying with the terms and conditions set forth in this Section 9.3(d);” 

 

2.**Section 9.3(t)**. Section 9.3(t) of the Partnership Agreement ishereby amended and restated in its entirety to read as follows:

 

“thePartnership shall not sell all or substantially all of the Partnership’s assetswithout obtaining the consent of Limited Partners owning a majority of theoutstanding Limited Partnership Interests; provided, however, that the GeneralPartners shall have the right, in their sole and absolute discretion, to sellthe last remaining Project (or Project Interests related to the last remainingProject) without obtaining the consent of the Limited Partners.”

 

3. **Full Force and Effect and Ratification.**Except as expressly set forth herein, all of the terms and provisions of thePartnership Agreement shall remain unchanged, unmodified and in full force andeffect, and the Partnership Agreement shall be read together and construed withthis First Amendment. In the event of a conflict between the PartnershipAgreement and this First Amendment, the terms of this First Amendment shallcontrol. All of the terms and provisions of the Partnership Agreement, as hereinmodified, are hereby ratified and reaffirmed.

 

4.**Further Acts.**The General Partners are hereby authorized, onbehalf and in the name of the Partnership, to take such action as necessary oradvisable to effect this First Amendment.

 

5.**Capitalized Terms.**Capitalized terms used but not otherwisedefined herein shall have the meaning ascribed to them in the PartnershipAgreement.

 

6.**Counterparts; Facsimile Signatures.**This First Amendment may beexecuted in several counterparts, and each counterpart shall be binding on allparties hereto, notwithstanding that all of the parties are not signatory to anoriginal or same counterpart. This First Amendment may be executed by facsimilesignature.

 

7.**Governing Law**. This First Amendment shall be governed by the lawsof the state of California, without regard to choice of law rules.

 

8.**Severability**. The provisions of this First Amendment areseverable, and if any one clause or provision hereof shall be held invalid orunenforceable in whole or in part, then such invalidity or unenforceabilityshall affect only such clause or provision, or part thereof, and not any otherclause or provision of this First Amendment.

 

**INWITNESS WHEREOF**, the undersigned have duly executed this First Amendment asof the date first above written.

 

**GENERALPARTNER:**

 

NATIONAL PARTNERSHIP INVESTMENTS CORP.,