FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
OAKVIEW TERRACE TOWNHOMES LIMITED PARTNERSHIP
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Oakview Terrace Townhomes Limited Partnership, a
Minnesota limited partnership (the "First Amendment") is being entered into as
of the date written below by and between Xxxxxx X. Xxxxxxx Co., Inc, a Minnesota
corporation, X.X. Xxxxxxx Co., Inc., a Minnesota corporation, and Xxxxxx X.
Xxxxxxx, an individual, as the general partner (the "General Partner"), WNC
Housing Tax Credit Fund VI, L.P., Series 9, a California limited partnership as
the substitute investor limited partner (the "Limited Partner"), WNC Housing,
L.P., a California limited partnership as the special limited partner (the
"Special Limited Partner") and WNC Holding LLC, a California limited liability
company as the withdrawing limited partner ("WNC Holding"). The General Partner,
Limited Partner, Special Limited Partner and WNC Holding may collectively be
referred to as the Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, Oakview Terrace Townhomes Limited Partnership, a Minnesota
limited partnership (the "Partnership"), recorded a certificate of limited
partnership with the State of Minnesota Department of State on July 3, 2001, as
amended January 3, 2002. A partnership agreement dated June 26, 2001, as amended
and restated December 18, 2001 was entered into by and between the General
Partner and the Original Limited Partner (the "Original Partnership Agreement").
WHEREAS, on August 8, 2002, the Original Partnership Agreement was
amended and restated to provide, in part, for the withdrawal of the original
limited partner, and for the admission of WNC Holding as the investor limited
partner and the Special Limited Partner (the "Second Amended and Restated
Partnership Agreement"). Any capitalized terms not defined in this First
Amendment shall have the meaning ascribed in the Second Amended and Restated
Partnership Agreement.
WHEREAS, WNC Holding hereby agrees to withdraw as a limited partner in
the Partnership and to have no further rights, title or interest in the
Partnership and the Partnership agrees to permit the withdrawal of WNC Holding.
WHEREAS, the General Partner and the Special Limited Partner agree to
admit the Limited Partner as a limited partner in the Partnership in exchange
for its agreement to contribute capital to the Partnership and the Limited
Partner agrees to accept all the rights, title, interest and obligations of the
Limited Partner specified in the Second Amended and Restated Partnership
Agreement and to be bound by the terms and conditions specified in the Second
Amended and Restated Partnership Agreement.
NOW THEREFORE, in consideration of the foregoing Recitals, which are a
part of this 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:
Under Article I, Definitions, of the Second Amended and Restated Partnership
Agreement, the following is amended in its entirety to provide as stated:
"Limited Partner" shall mean WNC Housing Tax Credit Fund VI, L.P.,
Series 9, a California limited partnership, and such other Persons as are
admitted to the Partnership as additional or Substitute Limited Partners
pursuant to this Agreement.
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 Oakview Terrace Townhomes Limited
Partnership, a Minnesota limited partnership, is made and entered into as of
August 12, 2002.
GENERAL PARTNER:
Xxxxxx X. Xxxxxxx Co., Inc.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx,
President
X.X. Xxxxxxx Co., Inc.
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx,
Chief Executive Officer
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
WITHDRAWING 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
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, L.P, Series 9
By: WNC & Associates, Inc.
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
