FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
505 WEST MAIN LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of 000 Xxxx Xxxx Limited Partnership, a South Dakota limited
partnership (the "First Amendment") is being entered into as of the date written
below by and between Xxxxx X. Xxxxxxxx, Xxxxxxxx Investments, Inc. and Sioux
Falls Environmental Access, Inc. as the general partner (the "General Partner"),
WNC Housing Tax Credit Fund VI, L.P., Series 8, 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, on August 31, 1998, 505 West Main Limited Partnership, a South
Dakota Limited Partnership (the "Partnership") recorded a certificate of limited
partnership with the South Dakota Secretary of State. On August 28, 1998, a
partnership agreement was entered into by and between the General Partner and
Xxxxxxx X. Xxxxx as the original limited partner (the "Original Partnership
Agreement").
WHEREAS, on January 15, 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, the Special Limited
Partner, and WNC Housing Tax Credit Fund VI, L.P., Series 8 as the Class A
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 agrees to liquidate its interest in the
Partnership and to have no further rights, title or interest in the Partnership
and the Partnership agrees to accept the liquidated interest of WNC Holding.
WHEREAS, the General Partner agrees to allow WNC Housing Tax Credit
Fund VI, L.P., Series 8 to convert its Class A Special Limited Partner interest
into the Limited Partner interest in the Partnership and accept all the rights,
title, interest and obligations of the limited partner as specified in the
Amended and Restated Partnership Agreement and WNC Housing Tax Credit Fund VI,
L.P., Series 8 agrees to become the limited partner and 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
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sufficiency of which are hereby acknowledged, the Partners do hereby agree to
amend, in part, the Amended and Restated Partnership Agreement as follows:
Section 1.47 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 1.47 "Limited Partner" shall mean WNC Housing Tax Credit Fund
VI, L.P., Series 8, 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 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 000 Xxxx Xxxx Limited Partnership, a South
Dakota limited partnership, is made and entered into as of May 23, 2001.
GENERAL PARTNER
Xxxxx X. Xxxxxxxx
Xxxxxxxx Investments, Inc.
By: /s/ XXXXX X. XXXXXXXX
-------------------------------
Xxxxx X. Xxxxxxxx,
President
Sioux Falls Environmental Access, Inc.
By: /s/ XXXXXX XXXX
-------------------------------
Xxxxxx Xxxx,
President
Signatures continued on next page...
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WITHDRAWING LIMITED PARTNER
WNC Holding, LLC
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 8
By: WNC & Associates, Inc.
General Partner
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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