FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF
SILVER CREEK/MHT LIMITED PARTNERSHIP
Reference is hereby made to the Second Amended and Restated
Agreement of Limited Partnership (the "Agreement") of Silver
Creek/MHT Limited Partnership, a Michigan limited partnership
(the "Partnership") dated as of March 20, 1998, by and among the
undersigned individuals.
The purposes of this First Amendment are to provide for certain
revisions to (i) the Capital Contributions of the Investor
Limited Partner and (ii) the definitions of the financing
obligations of the Partnership.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Partnership Agreement.
NOW THEREFORE for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by the parties
hereto, the parties agree as follows:
1. Definitions. There is hereby added to Section 1 of the
Agreement the
following definition:
"Presyndication Loan" means the loan to the Partnership from the
Investor Limited Partner or an affiliate thereof in the original
principal amount of $1,439,534 to be repaid from the proceeds of
the First Installment.
2. Capital Contributions. Section 5.1(a) of the Agreement are
hereby deleted
in its entirety and replaced with the following:
5.1 Payments
(a) The Special Limited Partner's Capital Contribution of $10
shall be paid in full in cash on the Admission Date. The
Investment Limited Partner's Capital Contribution in the
aggregate amount of $4,535,381 shall be paid in cash installments
(the "Installments"), as follows:
(i) $3,762,218 (the "First Installment") on the latest of (A)
the Admission Date, (B) the closing of the Construction Loan, (C)
the Permanent Loan Commitment Date, (D) Tax Credit Set-Aside, (E)
the Construction Permitting Date, (F) completion of all Due
Diligence Recommendations and full satisfactory review thereof by
the Investment Limited Partner;
(ii) $473,057 (the "Second Installment"), on the latest of (A)
the Completion Date, (B) receipt by the Investment Limited
Partner of the Contractor Pay-Off Letter (C) receipt by the
Investment Limited Partner of an Estoppel Letter from each
Lender, (D) receipt by the Investment Limited Partner of updated
liability insurance certificates, or (E) completion of all Due
Diligence Recommendations;
(iii) $290,106 (the "Third Installment") on the later of (A)
the Initial 100% Occupancy Date, (B) Permanent Mortgage
Commencement, (C) State Designation, (D) Cost Certification or
(E) receipt of an updated Title Policy in form and substance
satisfactory to the Special Limited Partner, which policy in no
event shall contain a survey exception, (F) 90% Occupancy Date or
(G) Rental Achievement;
(iv) $10,000 (the "Fourth Installment") upon the receipt by the
Investment Limited Partner of a copy of the properly filed
Partnership federal income tax return and an audited Partnership
financial statement for the year in which Rental Achievement
occurs;
provided, however, that (x) the General Partner shall give the
Investment Limited Partner not less than twenty-one (21) days'
written notice prior to the due date of each Installment
subsequent to the First Installment, and (y) no Installment shall
be due if a Material Event has occurred and is continuing, and
(z) provided, further, that the First Installment and, if the
available proceeds of the First Installment are insufficient to
satisfy the Presyndication Loan, then also a portion of the
proceeds of the Construction Loan as set forth in the
Construction Disbursement Agreement shall be applied toward the
full and complete satisfaction of the Presyndication Loan and
(aa) unless and until all conditions to the payment of all prior
Installments have been satisfied.
3. Schedule A is hereby deleted in its entirety and replaced
with Schedule A as attached hereto and incorporated herein by
reference.
4. In all other respects the terms and conditions of the
Partnership Agreement are hereby ratified and confirmed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto execute and deliver this
Agreement under seal as of October___, 1998.
GENERAL PARTNER: LIMITED PARTNERS:
MHT PROPERTIES XI, INC., a BOSTON CAPITAL TAX CREDIT FUND IV
Michigan corporation L.P., a Delaware limited partnership, by its
general partner, Boston Capital Associates IV
L.P., a Delaware limited partnership, by its
By: /s/_______________________ general partner, C&M Associates d/b/a Boston
Xxxxxxxx X. Xxxxx, Xx., Capital Associates, a Massachusetts general
Vice President partnership
By: /s/ Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx, as attorney-in-fact
for Xxxx X. Xxxxxxx, President
BCTC 94, INC., a Delaware corporation
By: /s/ Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx, as Attorney-in-Fact
for Xxxx X. Xxxxxxx, President
SILVER CREEK/MHT LIMITED PARTNERSHIP
SCHEDULE A
As of March 20, 1998
General Partner Capital Contribution Percentage Interests of
Operating Profits and
Losses and Tax Credits
MHT Properties XI, Inc. $100 0.01%
00000 Xxxx 00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Special Limited Partner Capital Contribution Percentage Interests of
Operating Profits and
Losses and Tax Credits
BCTC 94, Inc. $10 0%
c/o Boston Capital Partners, Inc.
Xxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Investment Total Agreed-to Paid-In Capital Percentage
Limited Partner Capital Contribution Contribution Interests of
Contribution* Operating Profits
and Losses and
Tax Credits
Boston Capital Tax Credit $4,535,381 $3,762,218 99.99%
Fund IV L.P.
Xxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
*Paid-in Capital Contribution as of the date of this Schedule A.
Future Installments of Capital Contribution are subject to
adjustment and are due at the times and subject to the conditions
set forth in the Agreement to which this Schedule is attached.