FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
NORTH XXXXXXX PARTNERS 99 LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of North Xxxxxxx Partners 99 Limited Partnership, a South Dakota
limited partnership (the "First Amendment") is being entered into as of the date
written below by and between Sioux Falls Environmental Access, Inc. and Crane &
Xxxxxx Investments, L.L.C., the general partners (collectively the "General
Partner"), WNC Holding, LLC a California limited liability company (the "Limited
Partner") and WNC Housing, L.P., a California limited partnership as the special
limited partner (the "Special Limited Partner"). The General Partner, Limited
Partner and Special Limited Partner may collectively be referred to as the
Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, North Xxxxxxx Partners 99 Limited Partnership, a South Dakota
limited partnership (the "Partnership") entered into a partnership agreement
dated February 19, 1999 by and between Xxxxx X. Xxxxxxxx ("LFW") and Xxxxxxxx
Investments, Inc. ("Xxxxxxxx Investments") as the general partners and Xxxxxxx
X. Xxxxx as the initial limited partner (the "Initial Limited Partner") (the
"Original Partnership Agreement").
WHEREAS, The Partnership filed a certificate of limited partnership
with the South Dakota Secretary of State on February 26, 1999 naming LFW and
Xxxxxxxx Investments ("SFEA") as the general partners. LFW and Xxxxxxxx
Investments signed the certificate.
WHEREAS, on May 23, 2001 the Partnership filed an Amended and Restated
Certificate of Limited Partnership with the South Dakota Secretary of State
whereby LFW and Xxxxxxxx Investments withdrew as general partners of the
Partnership and was replaced by Crane & Xxxxxx Investments, L.L.C. ("Crane &
Xxxxxx") and Sioux Falls Environmental Access, Inc. ("SFEA"). LFW, Xxxxxxxx
Investments, SFEA and Crane & Xxxxxx signed the Amended and Restated
Certificate.
WHEREAS, on August 29, 2002 the Original Partnership Agreement was
amended and restated to provide, in part, for the withdrawal of the Initial
Limited Partner and for the admission of WNC Holding, LLC as the limited partner
and WNC Housing, L.P. as the special limited partner (the "Amended and Restated
Partnership Agreement"). The partners of the Amended and Restated Partnership
Agreement failed to acknowledge SFEA as a general partner and failed to obtain
SFEA's signature on the Amended and Restated Partnership Agreement. Therefore,
SFEA had not agreed to the terms of the Amended and Restated Partnership
Agreement at the time of the 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,
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the receipt and sufficiency of which are hereby acknowledged, the Partners
hereby agree to amend the Amended and Restated Partnership Agreement in part as
follows:
Section 1.34 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 1.34 "General Partner(s)" shall mean Crane & Xxxxxx
Investments, L.L.C. and Sioux Falls Environmental Access, Inc. and such other
Persons as are admitted to the Partnership as additional or substitute General
Partners pursuant to this Agreement. If there is more than one General Partner
of the Partnership, the term "General Partner" shall be deemed to collectively
refer to such General Partners or individually may mean any General Partner as
the context dictates.
Section 1.52 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 1.52 "Mortgage" or "Mortgage Loan" shall mean the permanent
nonrecourse financing wherein the Partnership promises to pay Security National
Bank, or its successor or assignee, the principal sum of $723,000, plus interest
on the principal at 7.4% per annum over a term of 15 years and amortized over 30
years. Where the context admits, the term "Mortgage" or "Mortgage Loan" shall
include any mortgage, deed, deed of trust, note, regulatory agreement, security
agreement, assumption agreement or other instrument executed in connection with
the Mortgage which is binding on the Partnership; and in case any Mortgage is
replaced or supplemented by any subsequent mortgage or mortgages, the Mortgage
shall refer to any such subsequent mortgage or mortgages. The Mortgage funds
shall be used to acquire the project.
Section 1.70 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 1.70 "Projected Annual Tax Credits" shall mean LIHTC in the
amount of $0 for 2002, $68,786 per year for each of the years 2003 through 2011
and $68,786 for 2012 which the General Partner has projected to be the total
amount of LIHTC which will be allocated to the Limited Partner by the
Partnership, constituting % of the aggregate amount of LIHTC of $688,000 to be
available to the Partnership.
Section 6.1 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 6.1 Capital Contribution of General Partner. The General
Partner shall make a Capital Contribution equal to $100.
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Section 6.2 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 6.2 Construction and Renovation Obligations.
(a) Crane & Xxxxxx Investments, L.L.C. ("Guarantors") hereby
guarantees a lien free completion of construction and renovation of the
Apartment Housing on or before December 1, 2002("Completion Date") at a total
development cost of not more than $1,238,900("Development Budget"), which
includes all hard and soft costs incident to the acquisition, development,
renovation and construction of the Apartment Housing in accordance with the
Construction Budget, the Construction Contract, and the Project Documents,
except for additional expenditures as approved by Limited Partner or Special
Limited Partner. At any time during construction and renovation, if the Special
Limited Partner ascertains that the Development Budget exceeds the sum of the
Capital Contributions and the Mortgage amount then the General Partner shall be
responsible for and shall be obligated to pay the difference thereof within
thirty days of receiving written notice from the Special Limited Partner except
as otherwise provided for in this Agreement. Any advances by the General Partner
pursuant to the previous sentence shall not be repayable, shall not change the
Interest of any Partner in the Partnership and shall be considered a guaranteed
payment to the Partnership for cost overruns. Upon such notice from the Special
Limited Partner, the General Partner shall advance the requested funds into the
Projects General Fund account.
(b) In addition, if (1) the Improvements are not completed on
or before the Completion Date (which date may be extended in the events of Force
Majeure, but in no event longer than three months from the Completion Date); (2)
prior to completing the Improvements, the Lender sends a notice of default under
the Loan; or (3) a foreclosure action is commenced against the Partnership, then
at the Special Limited Partner's election, either the General Partner will be
removed from the Partnership and the Special Limited Partner will be admitted as
successor General Partner, all in accordance with Article XIII hereof, or the
General Partner will repurchase the Interest of the Limited Partner and the
Special Limited Partner for an amount equal to the amounts theretofore paid by
the Limited Partner and the Special Limited Partner, and the Limited Partner and
the Special Limited Partner shall have no further Interest in the Partnership.
If the Special Limited Partner elects to have the General Partner repurchase
such Interests then the repurchase shall occur within 60 days after the General
Partner receives written demand from the Special Limited Partner. If the Special
Limited Partner elects to remove the General Partner then the provisions of
Article XIII apply.
Section 7.2 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 7.2 Capital Contribution of Limited Partner. The Limited
Partner shall make a Capital Contribution in the amount of $481,504, as may be
adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates
and subject to the conditions hereinafter set forth.
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(a) $409,278 shall be payable upon the Limited Partner's receipt and
approval of the following documents:
(1) Special Limited Partner's acquisition committee approval;
(2) a legal opinion in a form substantially similar to the form of
opinion attached hereto as Exhibit "B" and incorporated herein by this
reference;
(2) a fully executed Certification and Agreement in the form attached
hereto as Exhibit "C" and incorporated herein by this reference;
(3) a copy of a title commitment, (in a form and substance
satisfactory to the Special Limited Partner) constituting an agreement by such
title company to issue the Title Policy within fifteen working days. The
title commitment will show the Apartment Housing to be free from liens except
the Construction Loan and free from other exceptions not previously approved by
the Special Limited Partner;
(4) Insurance required during construction and renovation; and
(5) a copy of the recorded grant deed (warranty deed).
(b) $72,226 shall be payable upon the Limited Partner's receipt and
approval of the following documents:
(1) Completion of Construction or Renovation;
(2) a certificate of occupancy (or equivalent evidence of local
occupancy approval if a permanent certificate is not available) on all the
apartment units in the Apartment Housing;
(3) a completion certification in a form substantially similar to the
form attached hereto as Exhibit "D" and incorporated herein by this reference,
indicating that the Improvements have been completed in accordance with the
Project Documents;
(4) a letter from the Contractor in a form substantially similar to
the form attached hereto as Exhibit "F" and incorporated herein by this
reference stating that all amounts payable to the Contractor have been paid
in full and that the Partnership is not in violation of the Construction
Contract;
(5) Insurance required during operations;
(6) Mortgage Loan documents signed and the Mortgage funded;
(7) endorsement to the Title Policy dated no more than ten days
prior to the scheduled Capital Contribution providing an as-built survey
and confirming that there are no liens, claims or rights to a lien or judgments
filed against the property or the Apartment Housing during the time period since
the issuance of the Title Policy referenced above in Section 7.2(a);
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(8) the current rent roll evidencing a minimum 90% occupancy by
Qualified Tenants for 90 consecutive days immediately prior to funding;
(9) copies of all initial tenant files including completed
applications, completed questionnaires or checklist of income and assets,
documentation of third party verification of income and assets, and income
certification forms (LIHTC specific) collected by the Management Agent, or
General Partner, verifying each tenant's eligibility pursuant to the Minimum
Set-Aside Test;
(10) copies of the executed lease agreement with the tenants;
(11) a copy of the declaration of restrictive covenants/extended
use agreement entered into between the Partnership and the State Tax Credit
Agency;
(12) an audited construction and renovation cost certification (which
includes an itemized cost breakdown);
(13) the Accountant's final Tax Credit certification in a form
substantially similar to the form attached hereto as Exhibit "E" and
incorporated herein by this reference;
(14) Debt Service Coverage of 1.10 for 90 consecutive days immediately
prior to funding;
(15) Internal Revenue Code Form 8609, or any successor form;
(16) the construction and renovation documents required pursuant to
Section 14.3(a) of this Agreement, if not previously provided to the Limited
Partner and a determination by the Special Limited Partner that financing is
In-Balance; and
(17) any documents previously not provided to the Limited Partner but
required pursuant to this Section 7.2 and Sections 14.3(a) and (b).
Section 7.3 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 7.3 Repurchase of Limited Partner's Interest. Within 60 days
after the General Partner receives written demand from the Limited Partner
and/or the Special Limited Partner, the Partnership shall repurchase the Limited
Partner's Interest and/or the Special Limited Partner's Interest in the
Partnership by refunding to it in cash the full amount of the Capital
Contribution which the Limited Partner and/or the Special Limited Partner has
theretofore made in the event that, for any reason, the Partnership shall fail
to:
(a) cause the Apartment Housing to be placed in service by December 1,
2002;
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(b) achieve 90% occupancy of the Apartment Housing by Qualified Tenants by
January 1, 2003;
(c) obtain Permanent Mortgage Commencement by January 1, 2003;
(d) meet both the Minimum Set-Aside Test and the Rent Restriction Test not
later than December 31 of the first year the Partnership elects the LIHTC to
commence in accordance with the Code; or
(e) obtain a carryover allocation, within the meaning of Section 42 of the
Code, from the State Tax Credit Agency on or before December 31, 2001.
Section 7.4 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 7.4 Adjustment of Capital Contributions.
(a) The amounts of the Limited Partner's and the Special Limited Partner's
Capital Contributions were determined in part upon the amount of Tax
Credits that were expected to be available to the Partnership, and was based on
the assumption that the Partnership would be eligible to claim, in the
aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax
Credits to be allocated to the Limited Partner and Special Limited Partner as
evidenced by IRS Form 8609, Schedule A thereto, provided to the Limited Partner
and Special Limited Partner are less than $687,931 (the new Projected Tax Credit
amount, if applicable, shall be referred to as the "Revised Projected Tax
Credits") then the Limited Partner's and Special Limited Partner's Capital
Contribution provided for in Section 7.2 and Section 7.5 respectively shall be
adjusted by the amount which will make the total Capital Contribution to be paid
by the Limited Partner and Special Limited Partner to the Partnership equal to
70% of the Revised Projected Tax Credits so anticipated to be allocated to the
Limited Partner and Special Limited Partner. If any Capital Contribution
adjustment referenced in this Section 7.4(a) is a reduction which is greater
than the remaining Capital Contribution to be paid by the Partner whose Capital
Contribution is being adjusted, then the General Partner shall have ninety days
from the date the General Partner receives notice from either the Limited
Partner or the Special Limited Partner to pay the shortfall to the Partner whose
Capital Contribution is being adjusted. If the Capital Contribution adjustment
referenced in this Section 7.4(a) is an increase then the Partner whose Capital
Contribution is being adjusted shall have thirty days from the date the Limited
Partner and Special Limited Partner have received notice from the General
Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent
100% of the Apartment Housing's apartment units to tenants who meet the Minimum
Set-Aside Test throughout the Compliance Period. If at the end of any calendar
year during the first five calendar years following the year in which the
Apartment Housing is placed in service, the Actual Tax Credit for any fiscal
year or portion thereof is or will be less than the Projected Annual Tax Credit,
or the Projected Annual Tax Credit as modified by Section 7.4(a) of this
Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital
Contribution owed by the Limited Partner shall be reduced by the Annual Credit
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Shortfall amount, and any portion of such Annual Credit Shortfall in excess of
such Capital Contribution shall be applied to reduce succeeding Capital
Contributions of the Limited Partner. If the Annual Credit Shortfall is greater
than the Limited Partner's remaining Capital Contributions then the General
Partner shall pay to the Limited Partner the excess of the Annual Credit
Shortfall over the remaining Capital Contributions. The General Partner shall
have sixty days to pay the Annual Credit Shortfall from the date the General
Partner receives notice from the Special Limited Partner. The provisions of this
Section 7.4(b) shall apply equally to the Special Limited Partner in proportion
to its Capital Contribution and anticipated annual Tax Credit.
(c) In the event that, for any reason, at any time after the first five
calendar years following the year in which the Apartment Housing is placed in
service, there is an Annual Credit Shortfall, then there shall be a reduction in
the General Partner's share of Net Operating Income in an amount equal to the
Annual Credit Shortfall and said amount shall be paid to the Limited Partner. In
the event there are not sufficient funds to pay the full Annual Credit Shortfall
to the Limited Partner at the time of the next Distribution of Net Operating
Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year
in which sufficient monies are available from the General Partner's share of Net
Operating Income. In the event a Sale or Refinancing of the Apartment Housing
occurs prior to repayment in full of the Annual Credit Shortfall then the excess
will be paid in accordance with Section 11.2(b). The provisions of this Section
7.4(b) shall apply equally to the Special Limited Partner in proportion to its
Capital Contribution and anticipated annual Tax Credit.
(d) The General Partner has represented, in part, that the Limited
Partner will receive Projected Annual Tax Credits of $68786 in 2003 and $68,786
in 2004. In the event the 2003 or 2004 Actual Tax Credits are less than
projected then the Limited Partner's Capital Contribution shall be reduced by an
amount equal to 70% times the difference between the Projected Annual Tax
Credits for 2002 or 2003 and the Actual Tax Credits for 2003 or 2004. If the
2003 or 2004 Actual Tax Credits are less than projected then the Special Limited
Partner's Capital Contribution shall be reduced following the same equation
referenced in the preceding sentence. If, at the time of determination thereof,
the Capital Contribution adjustment referenced in this Section 7.4(d) is greater
than the balance of the Limited Partner's or Special Limited Partner's Capital
Contribution payment which is then due, if any, then the excess amount shall be
paid by the General Partner to the Limited Partner and/or the Special Limited
Partner within sixty days of the General Partner receiving notice of the
reduction from the Limited Partner and/or the Special Limited Partner.
(e) The Partners recognize and acknowledge that the Limited Partner and
the Special Limited Partner are making their Capital Contribution, in part, on
the expectation that the Projected Tax Credits are allocated to the Partners
over the Tax Credit Period. If the Projected Tax Credits are not allocated to
the Partners during the Tax Credit Period then the Limited Partner's and Special
Limited Partner's Capital Contribution shall be reduced by an amount agreed upon
by the Partners, in good faith, to provide the Limited Partner and the Special
Limited Partner with their anticipated internal rate of return.
(f) In the event there is: (1) a filing of a tax return by the
Partnership evidencing a reduction in the qualified basis or eligible basis of
the Apartment Housing causing a recapture of Tax Credits previously allocated to
the Limited Partner; (2) a reduction in the qualified basis or eligible basis of
the Apartment Housing for income tax purposes following an audit by the Internal
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Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits
previously claimed; (3) a decision by the United States Tax Court upholding the
assessment of such deficiency against the Partnership with respect to any Tax
Credit previously claimed in connection with the Apartment Housing, unless the
Partnership shall timely appeal such decision and the collection of such
assessment shall be stayed pending the disposition of such appeal; or (4) a
decision of a court affirming such decision upon such appeal then, in addition
to any other payments to which the Limited Partner and/or the Special Limited
Partner are entitled under the terms of this Section 7.4, the General Partner
shall pay to the Limited Partner and the Special Limited Partner within sixty
days of receiving notice from the Limited Partner and/or the Special Limited
Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest
and penalties imposed on the Limited Partner or Special Limited Partner with
respect to such recapture, and (C) an amount sufficient to pay any tax liability
owed by the Limited Partner or Special Limited Partner resulting from the
receipt of the amounts specified in (A) and (B).
(g) The increase in the Capital Contribution of the Limited Partner and
the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the
Limited Partner and Special Limited Partner having funds available to pay any
such increase at the time of its notification of such increase. For these
purposes, any funds theretofore previously earmarked by the Limited Partner or
Special Limited Partner to make other investments, or to be held as required
reserves, shall not be considered available for payment hereunder.
Section 9.2 of the Amended and Restated Partnership Agreement shall be
amended in its entirety:
Section 9.2 Payments to the General Partners and Others.
(a) The Partnership shall pay to the Developer a Development Fee in the
amount of $123,000 in accordance with the Development Fee Agreement entered into
by and between the Developer and the Partnership on the even date hereof. The
Development Fee Agreement provides, in part, that the Development Fee shall
first be paid from available proceeds in accordance with Section 9.2(b) of this
Agreement and if not paid in full then the balance of the Development Fee will
be paid in accordance with Section 11.1 of this Agreement.
(b) The Partnership shall utilize the proceeds from the Capital
Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for
development and renovation costs including, but not limited to, land costs, Land
Acquisition Fee, acquisition cost of existing building, architectural fees,
survey and engineering costs, financing costs, loan fees, Syndication Fee,
building materials and labor. If any Capital Contribution proceeds are remaining
after Completion of Construction and Renovation and all acquisition,
development, renovation and construction costs, excluding the Development Fee,
are paid in full , then the remainder shall: first be paid to the Developer in
payment of the Development Fee; second be paid to the General Partner as a
reduction of the General Partner's Capital Contribution; and any remaining
Capital Contribution proceeds shall be paid to the General Partner as a
Partnership oversight fee.
(c) The Partnership shall pay to the Management Agent a property
management fee for the leasing and management of the Apartment Housing in an
amount in accordance with the Management Agreement, subject to receiving prior
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written consent from HUD. The term of the Management Agreement shall not exceed
one year, and the execution or renewal of any Management Agreement shall be
subject to the prior Consent of the Special Limited Partner and HUD, if
applicable. If the Management Agent is an Affiliate of the General Partner then
commencing with the termination of the Operating Deficit Guarantee Period, in
any year in which the Apartment Housing has an Operating Deficit, 40% of the
management fee will be deferred ("Deferred Management Fee") Deferred Management
Fees, if any, shall be paid to the Management Agent in accordance with Section
11.1 of this Agreement.
(1) The General Partner shall dismiss the Management Agent at
the request of the Special Limited Partner as the entity responsible for
management of the Apartment Housing under the terms of the Management Agreement.
(2) The appointment of any successor Management Agent is
subject to the Consent of the Special Limited Partner and HUD, which may only be
sought after the General Partner has provided the Special Limited Partner and
HUD with accurate and complete disclosure respecting the proposed Management
Agent.
(d) The Partnership shall pay to the Limited Partner a Reporting Fee
commencing in 2002 equal to 15% of the Net Operating Income but in no event more
than $1,500 for the Limited Partner's services in assisting with the preparation
of tax returns and the reports required in Sections 14.2 and 14.3 of this
Agreement. The Reporting Fee shall be payable within seventy-five (75) days
following each calendar year and shall be payable from Net Operating Income in
the manner and priority set forth in Section 11.1 of this Agreement; provided,
however, that if in any year Net Operating Income is insufficient to pay the
lesser of 15% or the full $1,500, the unpaid portion thereof shall accrue and be
payable on a cumulative basis in the first year in which there is sufficient Net
Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing
Proceeds, as provided in Section 11.2.
(e) The Partnership shall pay to the General Partner through the
Compliance Period an annual Incentive Management Fee equal to 35% of net cash
flow commencing in 2002 for overseeing the marketing, lease-up and continued
occupancy of the Partnership's apartment units, obtaining and monitoring the
Mortgage Loan, maintaining the books and records of the Partnership, selecting
and supervising the Partnership's Accountants, bookkeepers and other Persons
required to prepare and audit the Partnership's financial statements and tax
returns, and preparing and disseminating reports on the status of the Apartment
Housing and the Partnership, all as required by Article XIV of this Agreement.
The Partners acknowledge that the Incentive Management Fee is being paid as an
inducement to the General Partner to operate the Partnership efficiently, to
maximize occupancy and to increase the Net Operating Income. The Incentive
Management Fee shall be payable from Net Operating Income in the manner and
priority set forth in Section 11.1 of this Agreement upon completion and
delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If
the Incentive Management Fee is not paid in any year it shall not accrue for
payment in subsequent years.
(f) The Partnership shall pay to the General Partner through the
Compliance Period an annual Tax Credit Compliance Fee equal to 35% of net cash
flow commencing in 2002 for the services of the General Partner in ensuring
compliance by the Partnership and the Apartment Housing with all Tax Credit
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rules and regulations. The Tax Credit Compliance Fee shall be payable from Net
Operating Income in the manner and priority set forth in Section 11.1 of this
Agreement upon completion and delivery of the annual audit pursuant to Section
14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any
year it shall not accrue for payment in subsequent years.
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, to the following
address, or to such other address as a party may from time to time designate in
writing:
To the General Partner: Crane & Xxxxxx Investments, L.L.C.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
Sioux Falls Environmental Access, Inc.
0000 Xxxx 00xx Xxxxxx, Xxx. 0000
X.X. Xxx 000
Xxxxx Xxxxx, XX 00000
To the Limited Partner: WNC Holding, LLC
c/o WNC & Associates, Inc.
0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
To the Special
Limited Partner: WNC Housing, L.P.
0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
Sioux Falls Environmental Access, Inc. acknowledges receipt of all
documents and information that would be material to a prudent investor in making
an informed decision. By its signature below, SFEA agrees and consents to the
terms of the Amended and Restated Partnership Agreement and the First Amendment
and acknowledges that it was a partner of the Partnership during all times since
the filing of the amended and restated certificate of limited partnership with
the South Dakota Secretary of State on May 23, 2001. Execution of this First
Amendment by SFEA has been duly and validly authorized by or on behalf of SFEA
and, having been executed and delivered constitutes the valid and binding
agreement of SFEA.
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, and any amendments thereto including this First Amendment.
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IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of North Xxxxxxx Partners 99 Limited
Partnership, a South Dakota limited partnership, is made and entered into as of
August 29, 2002.
GENERAL PARTNER
Crane & Xxxxxx Investments, L.L.C.
By: /s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx,
Member
Sioux Falls Environmental Access, Inc.
By: /s/ XXXXXX X. XXXX
Xxxxxx X. Xxxx,
President
LIMITED PARTNER
WNC Holding, LLC
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
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