STANDBY GENERAL PARTNER AGREEMENT
Relating to
M.R.H., L.P.
THIS STANDBY GENERAL PARTNER AGREEMENT (the "Agreement") is
entered into as of January 1, 1997 (the "Effective Date") by and among
XXXXXXX X. XXXXX of Columbia, Missouri ("Xxxxx"); BOSTON CAPITAL TAX
CREDIT FUND IV L.P., specifically Series 25 thereof, a Delaware limited
partnership (the "Investment Limited Partner"); and BCTC94, INC., a
Delaware corporation (the "Special Limited Partner"). This Agreement is
entered into in connection with the investment by the Investment Limited
Partner and the Special Limited Partner in M.R.H., L.P., a Missouri
limited partnership (the "Operating Partnership").
RECITALS
WHEREAS, the Investment Limited Partner and the Special Limited
Partner have been admitted to the Operating Partnership as Limited
Partners pursuant to the terms and provisions of the Amended and
Restated Limited Partnership Agreement of the Operating Partnership
dated January 1, 1997 (the "Operating Partnership Agreement");
WHEREAS, the Operating Partnership owns a 48-unit residential care
facility apartment complex in St. Louis, Missouri known as The Xxxx
Xxxxx Home (the "Apartment Complex");
WHEREAS, Xxxx Xxxxx Home, a Missouri not for profit corporation
(the "General Partner") is the current general partner of the Operating
Partnership;
WHEREAS, the Investment Limited Partner and the Special Limited
Partner shall have the right, subject to prior Agency and Lender
approval if required, to remove the General Partner or any successor
thereto as general partner of the Operating Partnership under certain
circumstances, as described in Section 4.5 of the Operating Partnership
Agreement, and to replace the General Partner with a new general partner
of the Operating Partnership (the "Replacement General Partner");
WHEREAS, the Investment Limited Partner and the Special Limited
Partner are desirous of engaging on a standby basis a Missouri-based
individual or entity with real estate operating experience with
properties similar generating Tax Credits such as the Apartment Complex
which can be appointed at the discretion of the Investment Limited
Partner and/or the Special Limited Partner as the Replacement General
Partner in the event the General Partner is removed as general partner
of the Operating Partnership pursuant to Section 4.5 of the Operating
Partnership Agreement;
WHEREAS, Xxxxx is a Missouri resident with significant real estate
operating experience who is also familiar with the Apartment Complex,
the multi-family housing market in the St. Louis, Missouri area, and the
terms and provisions of the Operating Partnership Agreement;
WHEREAS, Xxxxx is willing to stand by and in the event the General
Partner is removed as the general partner of the Operating Partnership
pursuant to Section 4.5 of the Operating Partnership Agreement, subject
to Xxxxx'x due diligence review at the time of such removal, to either
(i) be admitted to the Operating Partnership as the Replacement General
Partner or (ii) cause an Affiliate of his (which Affiliate must be
approved in advance by either the Investment Limited Partner or the
Special Limited Partner) to be admitted to the Operating Partnership as
the Replacement General Partner if he or his designee is paid a fee of
$142,998 (the "Standby General Partner Fee") in two (2) equal
installments (the "Installments") of $71,499, which Installments
correspond to and will be due and payable at the same time as the First
and Second Installments of Capital Contribution of the Investment
Limited Partner are paid to the Operating Partnership; and
WHEREAS, the Investment Limited Partner is willing to pay to Xxxxx
or his designee the Standby General Partner Fee in Installments as noted
above as part of its investment attributable to the Operating
Partnership.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby mutually acknowledged, the parties
hereto hereby agree as follows:
1. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Operating Partnership
Agreement.
2. Subject to the receipt of the Standby General Partner Fee in
Installments as set forth herein, Xxxxx hereby agrees that he or an
Affiliate approved by the Investment Limited Partner or the Special
Limited Partner will serve as Replacement General Partner of the
Operating Partnership in accordance with the terms and provisions of the
Operating Partnership Agreement if so appointed by the Investment
Limited Partner and/or the Special Limited Partner in the event of the
removal of the General Partner as the general partner of the Operating
Partnership pursuant to Section 4.5 of the Operating Partnership
Agreement and subject to Xxxxx'x due diligence review at the time of
such removal.
3. Each of the Investment Limited Partner and the Special
Limited Partner shall have the right to appoint Xxxxx or an Affiliate
thereof properly designated by Xxxxx and approved in advance by the
Investment Limited Partner or the Special Limited Partner as the
Replacement General Partner in the event of removal of the General
Partner as the general partner of the Operating Partnership pursuant to
Section 4.5 of the Operating Partnership Agreement, subject to the
Operating Partnership satisfying the requirements of Xxxxx'x due
diligence review at the time of such removal; provided, however, that
this Agreement does not obligate the Investment Limited Partner and/or
the Special Limited Partner to appoint Xxxxx or any such Affiliate as
the Replacement General Partner in the event the General Partner is so
removed.
4. The Investment Limited Partner hereby agrees to pay the
Standby General Partner Fee to Xxxxx or his designee in two equal
Installments of $71,499 each at the same time as the First and Second
Installments of Capital Contribution of the Investment Limited Partner
are paid to the Operating Partnership as part of its investment
attributable to the Operating Partnership.
5. Xxxxx hereby represents that he has the power and authority
to enter into and perform the activities contemplated by this Agreement.
6. The Investment Limited Partner hereby represents that it is
a limited partnership which is duly formed and validly existing under
the laws of the State of Delaware and which has the power and authority
to enter into and perform the activities contemplated by this Agreement.
7. The Special Limited Partner hereby represents that it is a
corporation which is duly organized, validly existing and in good
standing under the laws of the State of Delaware and which has the power
and authority to enter into and perform the activities contemplated by
this Agreement.
8. This Agreement may be executed in multiple counterparts all
of which shall constitute one and the same instrument.
9. This Agreement shall terminate on the date which is 40 years
from the date upon which the Apartment Complex is placed in service by
the Operating Partnership, unless sooner terminated by agreement of all
parties hereto.
10. Except as otherwise stated herein, this Agreement contains
the entire agreement of the parties with respect to the subject matter
hereof.
11. This Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts applicable
to contracts to be performed wholly therein, without giving effect to
any conflicts of law principles or cases.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the Effective Date.
BOSTON CAPITAL TAX
CREDIT FUND IV L.P. (SERIES 25)
/s/Xxx Xxxx
XXX XXXX, ATTORNEY-IN-FACT
FOR XXXXXXX X. XXXXX
By: Boston Capital Associates IV L.P.,
its general partner
By: C&M Associates
d/b/a Boston Capital
Associates,
its general partner
By:/s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx,
Attorney-In-Fact for
Xxxx X. Xxxxxxx, Partner
BCTC94, Inc.
By:/s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx, Attorney-In-
Fact for Xxxx X. Xxxxxxx, President
STATE OF MISSOURI )
) SS.
COUNTY OF XXXXX )
BEFORE ME, the undersigned Notary Public in and for said County and
State, personally appeared the above-named Xxx Xxxx, known to me to be
the Attorney-In-Fact for Xxxxxxx X. Xxxxx and the person who executed
the foregoing instrument and, being duly sworn, acknowledged that the
statements therein are true and that she did sign the same as her free
act and deed and as the free act and deed of Xxxxxxx X. Xxxxx.
WITNESS my hand and official seal this 30th day of January, 1997.
__________________________________
Notary Public
__________________________________
Name (Printed)
My Commission Expires:___________
COMMONWEALTH OF MASSACHUSETTS )
) SS.
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned Notary Public in and for said County and
Commonwealth, personally appeared the above-named Xxxxxx Xxxx Xxx, known
to me to be the Attorney-In-Fact for Xxxx X. Xxxxxxx, a Partner of C&M
Associates d/b/a Boston Capital Associates, the general partner of
Boston Capital Associates IV L.P., which is the general partner of
Boston Capital Tax Credit Fund IV L.P., who, being duly sworn,
acknowledged that she did sign the foregoing instrument, that the
statements therein contained are true and that the same is the duly
authorized free act and deed of Boston Capital Tax Credit Fund IV L.P.
WITNESS my hand and official seal this 30th day of January, 1997.
__________________________________
Notary Public
__________________________________
Name (Printed)
My Commission Expires:___________
COMMONWEALTH OF MASSACHUSETTS )
) SS.
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxxx Xxxx Xxx,
known to me to be the Attorney-In-Fact for Xxxx X. Xxxxxxx, the
President of BCTC94, Inc., who, being duly sworn, acknowledged that she
did sign the foregoing instrument, that the statements therein contained
are true and that the same is the duly authorized act and deed of
BCTC94, Inc.
WITNESS my hand and seal this 30th day of January, 1997.
__________________________________
Notary Public
__________________________________
Name (Printed)
My Commission Expires:___________
