FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
XXXXXX VILLAS LIMITED PARTNERSHIP
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Xxxxxx Villas Limited Partnership, an Arkansas limited
partnership (the "First Amendment") is being entered into as of the date written
below by and between Xxxxx Xxxxx Xxxx 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 November 15, 1993, a Limited Partnership Agreement was
entered into by and between the General Partner and Xxxxxx X. Xxxx as the
limited partner (the "Original Partnership Agreement"). The Original Partnership
Agreement was filed with the Arkansas Secretary of State on November 22, 1993.
WHEREAS, on July 14, 1994, an Amended Limited Partnership Agreement was
entered into by and between the General Partner and Xxxxxx X. Xxxx as the
limited partner to provide for (i) the change in the Partners' capital
contribution, and (ii) the addition of sections 22 and 23 of the agreement (the
"Amended Partnership Agreement"). The Amended Partnership Agreement was filed
with the Arkansas Secretary of State on July 14, 1994.
WHEREAS, on April 29, 1996, the Xxxxxx Villas Limited Partnership
Amended and Restated Agreement of Limited Partnership was entered into to
provide for (i) the liquidation of Xxxxxx X. Xxxx'x interest as the limited
partner, (ii) the admission of Landau, an Arkansas corporation as the successor
limited partner of the partnership, (iii) reallocate certain Interests in the
Partnership (iv) restate all of the provisions governing the Partnership, and
(v) cause the Partnership and its General Partner to become contractually bound
to furnish certain information to, and cooperate with the Investment Corporation
(the "Amended and Restated Partnership Agreement"). The Amended and Restated
Partnership Agreement was filed with the Arkansas Secretary of State on June 4,
1996.
WHEREAS, on August 1, 1997, a Second Amended and Restated Agreement of
Limited Partnership was entered into to provide for (i) the modification of
sections 10.06(b), 6.07(a) and (b), and 4.01(dd) of the Amended and Restated
Partnership Agreement, (ii) the removal of section 4.01(v) of the Amended and
Restated Partnership Agreement, (iii) removal of the terminology "Investment
Partner/Partnership" of the Amended and Restated Partnership Agreement, and (iv)
the addition of the revised Exhibit C - Legal Opinion to delete provision (the
"Second Amended and Restated Partnership Agreement"). The Second Amended and
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Restated Partnership Agreement was filed with the Arkansas Secretary of State on
September 25, 1997. Any capitalized terms not defined in this First Amendment
shall have the meaning ascribed in the Second Amended and Restated Partnership
Agreement.
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 Amended and Restated Partnership
Agreement as follows:
Withdrawal of Landau
Effective as of the date of this First Amendment, Landau has withdrawn from
Xxxxxx Villas Limited Partnership (the "Partnership") and WNC Housing Tax Credit
Fund V, 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 WNC Housing Tax Credit
Fund V, 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.
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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 Second Amended and
Restated Agreement of Limited Partnership of Xxxxxx Villas Limited Partnership,
an Arkansas limited partnership, is made and entered into as of
____________________, 1998.
GENERAL PARTNER
_______________________
Xxxxx X. Xxxx,
General Partner
WITHDRAWING LIMITED PARTNER
Landau, an Arkansas corporation,
Withdrawing Limited Partner
By: ________________________
Xxxxx X. Xxxxxx,
It's Authorized Agent
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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
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