FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
KETTLE RIVER TOWNHOMES LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Kettle River
Townhomes Limited Partnership, a Minnesota limited partnership ("First
Amendment") is being entered into effective as of the date written below by and
between XXXXXX X. XXXXXXX CO., INC. ("CGC"), a Minnesota corporation, X.X.
XXXXXXX CO., INC. ("MFC"), a Minnesota corporation, and XXXXXX X. XXXXXXX CO.,
INC. ("RBC"), a Minnesota corporation, collectively as the general partners (the
"General Partner"), WNC Housing Tax Credit Fund VI, L.P. Series 12, a California
limited partnership as the limited partner (the "Limited Partner"), WNC Housing,
L.P., a California limited partnership as the special limited partner (the
"Special Limited Partner") and WNC Holding LLC, a California limited liability
company as the withdrawing limited partner ("WNC Holding"). The General Partner,
Limited Partner, Special Limited Partner and WNC Holding may collectively be
referred to as the Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, Kettle River Townhomes Limited Partnership, a Minnesota limited
partnership (the "Partnership") recorded a certificate of limited partnership
with the Minnesota Secretary of State on April 12, 2004. An agreement of limited
partnership dated March 29, 2004 was entered into by and between the General
Partner and the Original Limited Partners (the Original Partnership Agreement")
WHEREAS, on December 14, 2004, the Original Partnership Agreement was
amended and restated to provide, in part, for the withdrawal of the original
limited partner, and for the admission of WNC Holding as the limited partner and
the Special Limited Partner (the "Amended and Restated Partnership Agreement").
Any capitalized terms not defined in this First Amendment shall have the meaning
ascribed in the Amended and Restated Partnership Agreement.
WHEREAS, WNC Holding hereby agrees to withdraw as a limited partner in the
Partnership and to have no further rights, title or interest in the Partnership
and the Partnership agrees to permit the withdrawal of WNC Holding.
WHEREAS, the General Partner and the Special Limited Partner agree to admit
WNC Housing Tax Credit Fund VI, L.P. Series 12 as the limited partner in the
Partnership in exchange for its agreement to contribute capital to the
Partnership and WNC Housing Tax Credit Fund VI, L.P. Series 12 agrees to accept
all the rights, title, interest and obligations of the limited partner specified
in the Amended and Restated Partnership Agreement and to be bound by the terms
and conditions specified in the Amended and Restated Partnership Agreement.
NOW THEREFORE, in consideration of the foregoing Recitals, which are a part
of this Amendment, and the mutual promises, covenants and undertakings herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partners do hereby agree to
amend, in part, the Amended and Restated Partnership Agreement as follows:
The definition of "Limited Partner" in Article I of the Partnership Agreement
is amended in its entirety to provide:
"Limited Partner" shall mean WNC Housing Tax Credit Fund VI L.P., Series
12, a California limited partnership, and such other Persons as are admitted to
the Partnership as additional or Substitute Limited Partners pursuant to this
Agreement.
Section 17.3 of the Amended and Restated Partnership Agreement is amended
in its entirety to provide:
Section 17.3 Notices.
Any notice given pursuant to this Agreement may be served personally on the
Partner to be notified, or may be sent by overnight courier, or may be mailed,
first class postage prepaid, or by certified mail, to the following address, or
to such other address as a party may from time to time designate in writing:
To the General Partner: Xxxxxx X. Xxxxxxx Co., Inc.
00 - 00xx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
X.X. Xxxxxxx Co., Inc. 00 -
00xx Xxxxxx Xxxxx Xxxxxxx,
XX 00000
Xxxxxx X. Xxxxxxx Co., Inc.
00 - 00xx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
To the Limited Partner: WNC Housing Tax Credit Fund VI, L.P.
Series 12
c/o WNC & Associates, Inc.
00000 Xxx Xxxx Xxxxxx
Xxxxxx, XX 000000
Attn: Xxxxx X. Xxxxxx
To the Special Limited Partner: WNC Housing, L.P.
00000 Xxx Xxxx Xxxxxx
Xxxxxx, XX 000000
Attn: Xxxxx X. Xxxxxx
All references to WNC Holding, LLC in the Related Agreements are amended to
refer to WNC Housing Tax Credit Fund VI, L.P. Series 12, a California limited
partnership, the Limited Partner.
The Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Amended and Restated Partnership
Agreement amended only as specifically set forth herein.
[Signatures being on following page]
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Kettle River Townhomes Limited Partnership,
a Minnesota limited partnership, is made and entered into as of January 3,
2005.
GENERAL PARTNER:
Xxxxxx X. Xxxxxxx Co., Inc.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
General Partner
X.X. Xxxxxxx Co., Inc.
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
General Partner
Xxxxxx X. Xxxxxxx Co., Inc.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
General Partner
WITHDRAWING LIMITED PARTNER:
WNC Holding, LLC
By: WNC & Associates, Inc.,
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
LIMITED PARTNER:
WNC Housing Tax Credit Fund VI, L.P. Series 12
By: WNC National Partners, LLC,
General Partner
By: WNC & Associates, Inc.,
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
SPECIAL LIMITED PARTNER:
WNC Housing, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
