FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
AND RELATED AGREEMENTS OF FDI-COUNTRY SQUARE, LTD.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership and Related Agreements (the "First Amendment") of FDI-Country
Square, LTD., a Texas limited partnership (the "Partnership"), is being entered
into as of the date written below by and between Fieser Holdings, Inc. ("FHI"),
a Texas corporation, as the general partner (in such capacity, the "General
Partner"), WNC Housing Tax Credit Fund VI Series 13, L.P., a California limited
partnership, as the substitute limited partner (the "Limited Partner"), WNC
Housing, L.P., a California limited partnership, as the special limited partner
(the "Special Limited Partner"), WNC Holding, LLC, a California limited
liability company, as the withdrawing investor limited partner ("Holding"),
Fieser Development, Inc., a Texas corporation (the "Developer") and FHI and
Xxxxx X. Xxxxxx, an individual resident of the State of Texas (in such capacity,
individually and collectively, the "Guarantors"). The General Partner, the
Limited Partner, the Special Limited Partner and Holding may collectively be
referred to as the Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, the Partnership filed a certificate of limited partnership
with the Texas Secretary of State on August 8, 2005. A partnership agreement
dated August 8, 2005 was entered into by and between the General Partner as the
general partner of the Partnership and Xxxxxxxx X. Xxxxxx, as the limited
partner of the Partnership (the "Original Limited Partner").
WHEREAS, the Partnership was formed to own and develop a 24 unit
low-income rental housing complex intended to qualify for federal low-income
housing tax credits (the "Apartment Housing").
WHEREAS, as of June 14, 2006, an amended and restated agreement of
limited partnership of the Partnership was entered into to provide, in part, for
the admission of Holding and the Special Limited Partner as partners of the
Partnership and the liquidation of the Original Limited Partner's Interest in
the Partnership (the "Partnership Agreement"). Any capitalized terms not defined
in this First Amendment shall have the meanings ascribed in the Partnership
Agreement.
WHEREAS, also as of June ___, 2006, certain other agreements were
entered into by the Partnership, the Partners, the Developer, and/or the
Guarantors relating to the development and operation of the Apartment Housing
and related matters, including the Certification and Agreement, the Development
Fee Agreement, the Development, Construction, and Operating Budget Agreement,
and the Construction Completion, Operating Deficit, and Tax Credit Guaranty
Agreement (collectively, the "Related Agreements").
WHEREAS, Holding hereby agrees to withdraw as a partner of the
Partnership and to have no further rights, title or interest in the Partnership
and the Partnership agrees to permit the withdrawal of Holding from the
Partnership.
WHEREAS, the General Partner and the Special Limited Partner agree to
admit the Limited Partner as a 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 Partnership Agreement and to be bound by the terms and
conditions specified in the Partnership Agreement.
WHEREAS, the Developer and the Guarantors acknowledge the admission of
the Limited Partner as a partner in the Partnership and agree to continue to be
bound by the Related Agreements to which they are parties as such Related
Agreements are amended hereby.
NOW THEREFORE, in consideration of the foregoing recitals, which are a
part of this First 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 Partnership Agreement and the Related
Agreements as follows:
1. The definition of "Limited Partner" in Article I of the Partnership 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 partners pursuant to this
Agreement.
2. 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 Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Partnership Agreement and the Related
Agreements, amended only as specifically set forth herein.
This Agreement may be executed in several counterparts and all
counterparts so executed shall constitute one agreement binding on all parties
hereto.
[signatures begin on following page]
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership and Related Agreements of FDI-Country Square,
LTD., a Texas limited partnership, is made and entered into as of June 14, 2006.
GENERAL PARTNER:
Fieser Holdings, Inc.
By: /s/ XXXXX X. XXXXXX
-----------------------------
Xxxxx X. Xxxxxx
President
WITHDRAWING LIMITED PARTNER:
WNC HOLDING, LLC
By: WNC & Associates, Inc.,
its managing member
By: /s/ XXXXX X. XXXXXX
-----------------------------
Xxxxx X. Xxxxxx
Executive Vice President
SUBSTITUTE LIMITED PARTNER:
WNC HOUSING TAX CREDIT FUND VI SERIES 13, L.P.
By: WNC National Partners, LLC, its general
partner
By: WNC & Associates, Inc., its
managing member
By: /s/ XXXXX X. XXXXXX
-----------------------------
Xxxxx X. Xxxxxx
Executive Vice President
[signatures continue on following page]
SPECIAL LIMITED PARTNER:
WNC HOUSING, L.P.
By: WNC & Associates, Inc., its
general partner
By: /s/ XXXXX X. XXXXXX
-----------------------------
Xxxxx X. Xxxxxx
Executive Vice President
DEVELOPER:
Fieser Development, Inc.
By: /s/ XXXXX X. XXXXXX
-----------------------------
Xxxxx X. Xxxxxx
President
GUARANTORS:
Fieser Holdings, Inc.
By: /s/ XXXXX X. XXXXXX
-----------------------------
Xxxxx X. Xxxxxx
President
Xxxxx X. Xxxxxx
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