FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP
OF MURFREESBORO VILLAS LIMITED PARTNERSHIP
This First Amendment to the Agreement of Limited Partnership of
Murfreesboro Villas Limited Partnership, an Arkansas limited partnership (the
"First Amendment") is being entered into as of the date written below by and
between Murfreesboro Industrial Development Corporation by and through its
president as the general partner (the "General Partner"), WNC Housing Tax Credit
Fund VI, L.P. Series 5, a California limited partnership as the limited partner
(the "Limited Partner"), and Landau, an Arkansas corporation as the withdrawing
limited partner (the "Landau"). The General Partner, Limited Partner and Landau
may collectively be referred to as the Partners or may individually be referred
to as a Partner.
RECITALS
WHEREAS, on April 18, 1997, a Limited Partnership Agreement was entered
into by and between the City of Murfreesboro by and through its mayor as the
general partner and Xxxxxxxx Xxxxxxx as the limited partner (the "Original
Partnership Agreement"). The Original Partnership Agreement was filed with the
Arkansas Secretary of State on _______________.
WHEREAS, on July 29, 1997, an Agreement of Limited Partnership was
entered into by and between the Murfreesboro Industrial Development Corporation,
by and through its president as the general partner and Landau, an Arkansas
corporation, as the limited partner (the "Second Agreement"). The Second
Agreement was filed with the Arkansas Secretary of State on ____________.
NOW THEREFORE, in consideration of the foregoing Recitals, which are a
part of this First 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 Second Agreement as follows:
Withdrawal of Landau
Effective as of the date of this First Amendment, Landau has withdrawn from
Murfreesboro Villas Limited Partnership (the "Partnership") and WNC Housing Tax
Credit Fund VI, L.P., Series 5 has succeeded Landau as the sole limited partner
of the Partnership. Any reference to Landau or Limited Partner in the Amended
and Restated Partnership Agreement shall hereinafter refer to as WNC Housing Tax
Credit Fund VI, L.P., Series 5. Landau acknowledges that it has no further
interest in the Partnership as of the date of this First Amendment, and has
released all claims, if any, against the Partnership arising out of its
participation as a partner. Landau shall be, and shall remain, liable for all
obligations and liabilities incurred as a partner prior to the effective date of
such event to the extent the time for performance thereof has accrued by such
date, but shall otherwise be free of any obligation or liability incurred as a
partner.
Section 4.01 (hh) shall be amended in its entirety as follows:
1. During operations the Insurance shall include business interruption
coverage covering actual sustained loss for 12 months, worker's compensation,
hazard coverage (including but not limited to fire, or other casualty loss to
any structure or building on the Project in an amount equal to the full
replacement value of the damaged property without deducting for depreciation)
and general liability coverage against liability claims for bodily injury or
property damage in the minimum amount of $1,000,000 per occurrence and an
aggregate of $2,000,000.
2. All liability coverage shall include an umbrella liability coverage
in a minimum amount of $4,000,000 per occurrence and an aggregate of $4,000,000.
3. All insurance polices shall name the Partnership as the named
insured and the Limited Partner as an additional insured, and WNC & Associates,
Inc. as the certificate holder.
4. All insurance policies shall include a provision to notify the
insured prior to cancellation.
5. Hazard coverage must include inflation and building or ordinance
endorsements.
6. The General Partner shall maintain a reserve required by RHDS, and
these funds are to be deposited with the Limited Partner.
7. The General Partner shall operate the Apartment Development in the
ordinary course of business and in such manner that the Apartment Development
will be eligible to receive a Tax Credit as provided herein and remain in
compliance with respect to 100% of the units in the Apartment Development.
8. The General Partner shall enter into an extended use restriction
agreement with the State Agency, cause the same to be recorded and comply with
the Partnership's obligations thereunder,
9. The General Partner shall pay a Reporting Fee of $500.00 per annum
to the Limited Partner due on the day the Limited Partner receives the annual
partnership reports (K-1, Income Statement, Balance Sheet).
The Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Second Amended and Restated Partnership
Agreement amended only as specifically set forth herein.
IN WITNESS WHEREOF, this First Amendment to the Agreement of Limited
Partnership of Murfreesboro Villas Limited Partnership, an Arkansas limited
partnership, is made and entered into as of April 10, 1998.
GENERAL PARTNER
Murfreesboro Industrial Development Corporation
By: __________________________________
Its President
WITHDRAWING LIMITED PARTNER
Landau, an Arkansas corporation,
Withdrawing Limited Partner
By: ________________________
Xxxxx X. Xxxxxx,
Its Authorized Agent
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, L.P., Series 5
By: WNC & Associates, Inc.,
General Partner
By: ____________________
Xxxxx X. Xxxxxx
Senior Vice President
