SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
XXXXXXXXX HOUSING ASSOCIATES LIMITED PARTERSHIP
This Second Amendment to the Amended and Restated Agreement of Limited
Partnership of XxXxxxxxx Housing Associates Limited Partnership, a Kansas
limited partnership (the "Second Amendment") is being entered into as of the
date written below by and between ERC Partners of Kansas, LLC as the general
partner (the "General Partner"), WNC Holding, LLC, a California limited
liability company as the limited partner (the "Limited Partner"), WNC Housing,
L.P., a California limited partnership as the special limited partner (the
"Special Limited Partner") and WNC Institutional Tax Credit Fund XIV, LP, a
California limited partnership as the withdrawing limited partner ("Withdrawing
Limited Partner"). The General Partner, Limited Partner, Special Limited Partner
and Withdrawing Limited Partner may collectively be referred to as the Partners
or may individually be referred to as a Partner.
RECITALS
WHEREAS, XxXxxxxxx Housing Associates Limited Partnership, a Kansas
limited partnership (the "Partnership") recorded a certificate of limited
partnership with the Kansas Secretary of State on February 9, 2000. A
partnership agreement dated February 10, 2000 was entered into by and between
the General Partner and the Original Limited Partner (the "Original Partnership
Agreement").
WHEREAS, on September 1, 2001, 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 limited partner and
the Special Limited Partner (the "Amended and Restated Partnership Agreement").
WHEREAS, on October 9, 2001 the Partnership was amended, in part, for
the correction of the General Partner name and for the withdrawal of WNC
Holding, LLC as the limited partner and for the admittance of WNC Institutional
Tax Credit Fund XIV, LP as the limited partner ("First Amendment"). Any
capitalized terms not defined in this Second Amendment shall have the meaning
ascribed in the Amended and Restated Partnership Agreement.
WHEREAS, WNC Institutional Tax Credit Fund XIV, LP 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 Institutional Tax Credit Fund XIV, LP.
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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 Amended and Restated Partnership Agreement and
to be bound by the terms and conditions specified in the 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 Amended and Restated Partnership Agreement as follows:
Section 1.49 of the Amended and Restated Partnership Agreement is
amended in its entirety to provide:
Section 1.49 "Limited Partner" shall mean WNC Holdings, LLC, a
California limited liability company, and such other Persons as are admitted to
the Partnership as additional or Substitute Limited Partners pursuant to this
Agreement.
All references to WNC Institutional Tax Credit Fund XIV, LP in the Related
Agreements are amended to refer to WNC Holding, LLC, a California limited
liability company.
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 amended only as specifically set forth herein.
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IN WITNESS WHEREOF, this Second Amendment to the Amended and Restated
Agreement of Limited Partnership of XxXxxxxxx Housing Associates Limited
Partnership, a Kansas limited partnership, is made and entered into as of
December 6, 2002.
GENERAL PARTNER
ERC Partners of Kansas, LLC
By: /s/ XXX XXXXXXX
Xxx Xxxxxxx,
Manager
WITHDRAWING LIMITED PARTNER
WNC Institutional Tax Credit Fund XIV, LP
By: WNC Advisors, LLC
General Partner
By: WNC & Associates, Inc.
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
LIMITED PARTNER
WNC Holding, LLC
By: WNC & Associates, Inc.
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
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SPECIAL LIMITED PARTNER
WNC Housing, LP
By: WNC & Associates, Inc.
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
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