FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
HEAD CIRCLE, L.P.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Head Circle, L.P., a Mississippi limited partnership (the "First
Amendment") is being entered into as of the date written below by and between
SEMC, Inc., as the general partner (the "General Partner"), WNC Housing Tax
Credit Fund VI Series 13, L.P., a California limited partnership 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 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, Head Circle, L.P., a Mississippi limited partnership (the
"Partnership") recorded a certificate of limited partnership with the
Mississippi Secretary of State on September 16, 2004. A partnership agreement
dated September 14, 2004 was entered into by and between the General Partner and
the Original Limited Partner (the "Original Partnership Agreement").
WHEREAS, on April 28, 2006, 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").
Any capitalized terms not defined in this First Amendment shall have the meaning
ascribed in the 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 WNC Housing Tax Credit Fund VI Series 13, L.P. as the limited partner in
the Partnership in exchange for its agreement to contribute capital to the
Partnership and WNC Housing Tax Credit Fund VI Series 13, L.P. 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:
The definition of "Limited Partner" in Article I of the Amended and
Restated Operating Agreement is amended in its entirety to provide:
"Limited Partner" shall mean WNC Housing Tax Credit Fund VI Series 13,
L.P., a California limited partnership and such other Persons as are admitted to
the Partnership as additional or Substitute Limited Partners pursuant to this
Agreement.
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, or by certified mail, to the following
address, or to such other address as a party may from time to time designate in
writing:
To the General Partner: SEMC, Inc.
0000 Xxxxxxx 00,
Xxxx, Xxxxxxxxxxx 00000
To the Limited Partner: WNC Housing Tax Credit Fund VI Series 13, L.P.
c/o WNC & Associates, Inc.
00000 Xxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
To the Special
Limited Partner: WNC Housing, L.P.
00000 Xxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
All references to WNC Holding, LLC in the Related Agreements are amended to
refer to WNC Housing Tax Credit Fund VI Series 13, L.P., a California limited
partnership, the Limited Partner.
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.
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Head Circle, L.P., a Mississippi limited
partnership, is made and entered into as of May 17, 2006.
GENERAL PARTNER:
SEMC, INC.
By: /s/ XXXXX XXXXXXX
------------------------
Xxxxx Xxxxxxx
President
LIMITED PARTNER:
WNC HOUSING TAX CREDIT FUND VI SERIES 13,
L.P.
By: WNC National Partners, LLC
General Partner
By: WNC & Associates, Inc.
Managing Member
By: /s/ XXXXX X. XXXXXX
------------------------
Xxxxx X. Xxxxxx
Executive Vice President
WITHDRAWING LIMITED PARTNER:
WNC HOLDING, LLC
By: WNC & Associates, Inc.
Managing Member
By: /s/ XXXXX X. XXXXXX
------------------------
Xxxxx X. Xxxxxx,
Executive Vice President
Signatures continue on next page...
SPECIAL LIMITED PARTNER:
WNC HOUSING, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ XXXXX X. XXXXXX
------------------------
Xxxxx X. Xxxxxx,
Executive Vice President
