AMENDMENT NO. 1
TO THE
SUMMERFIELD APARTMENTS LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
This Amendment No. 1 to the Amended and Restated Agreement of
Limited Partnership is made and entered into as of the 1st day of
January, 1993, by and among the undersigned parties.
WHEREAS, as of November 28, 1990, Xxxxxxxx Investors, Inc., a North
Carolina corporation ("Xxxxxxxx") and SML, Inc., a North Carolina corporation
("SML") as general partners, and SML, as the Initial Limited Partner, executed
an Agreement of Limited Partnership (the "Agreement") and a Certificate of
Limited Partnership (the "Certificate"), pursuant to the North Carolina Revised
Uniform Limited Partnership Act, N.C. Gen. Stat. (delta)59-101 to 59-1106 (the
"Act"), for the formation of Summerfield Apartments Limited Partnership (the
"Partnership"), which Certificate was subsequently filed in the Office of the
Secretary of State of North Carolina, on December 20, 1990; and
WHEREAS, the Partnership has been formed to acquire, develop, finance,
construct, own, maintain, operate and sell or otherwise dispose of a 52-unit
multifamily apartment complex intended for rental to low-income individuals and
families, to be known as Summerfield Apartments, and to be located in Charlotte,
North Carolina (the "Apartment Complex"); and
WHEREAS, the Partnership has received a construction loan for the
development of the Apartment Complex from First Union Bank of North Carolina in
the principal amount of $2,396,000, and a construction/permanent loan for the
development of the Apartment Complex from Charlotte-Mecklenburg Housing
Partnership, Inc. ("CMHP") in the principal amount of $475,000; and
WHEREAS, the Partnership has received permanent loan financing
(collectively, the "Mortgage Loan") for the Apartment Complex from in the
aggregate amount of $1,902,000 (including the $475,000 construction/permanent
loan from CMHP); and
WHEREAS, as of February 1, 1992, an Amended and Restated Agreement of
Limited Partnership (the "Amended Agreement") was executed to (i) continue the
Partnership; (ii) admit American Tax Credit Properties III L.P., a Delaware
limited partnership, to the Partnership as a Limited Partner ("ATCP III"); (iii)
withdraw the Initial Limited Partner from the Partnership; (iv) withdraw
Xxxxxxxx from the Partnership; (v) reassign Interests in the Partnership; and
(vi) set forth all of the provisions governing the Partnership (hereinafter
referred to as the "Partnership Agreement"); and
WHEREAS, the parties hereto now desire to enter into this Amendment No. 1
to the Partnership Agreement to (i) continue the Partnership; (ii) reduce the
Percentage Interest of ATCP III as the Limited Partner of the Partnership; (iii)
increase the percentage Interest of SML as the General Partner of the
Partnership; and (iv) amend certain provisions of the Partnership Agreement to,
among other things, reflect such reduction and increase in Percentage Interests.
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereby agree to amend
the Partnership Agreement as follows:
I. Article II. The definition of "Projected Credit" is revised
to read as follows:
"Projected Credit" means Low-Income Housing Tax Credits in the
aggregate amount of $2,314,150 for the applicable credit period for
each building in the Apartment Complex which the Investment
Partnership has projected (and which have been reviewed and accepted
by the General Partner) to be the total amount of Tax Credits
available to the Partnership.
In addition, the reference to the amount of the Projected Credit in
Section 4.01 (u) of the Partnership Agreement and in Paragraph (u) of
Schedule B to the Partnership Agreement are similarly revised.
II. Schedule A. Schedule A is revised by substituting
therefor the revised schedule A attached hereto.
The revised Percentage Interests set forth in Schedule A are agreed
to in lieu of any increase in the Capital Contribution of ATCP III which
otherwise may have been applicable pursuant to Section 5.01(e)(i) of the
Partnership Agreement.
III. The Summerfield Apartments Limited Partnership Amended and
Restated Agreement of Limited Partnership, as amended hereby,
shall remain in full force and effect.
COUNTY OF MECKLENBURG )
: ss
STATE OF NORTH CAROLINA )
Before me, the undersigned Notary Public in and for the aforesaid County
and State, personally appeared Xxxxxxx X. Xxxx, in his capacity as Vice
President of SML, Inc., as General Partner, of Summerfield Apartments Limited
Partnership, and being duly sworn, acknowledged the execution of the foregoing
Amendment No. 1 to the Amend and Restated Agreement and Certificate of Limited
Partnership
Witness my hand and notarial seal this 27th day of January, 1993
/s/ Xxxxxxx Xxxxxxxxx
Notary Public
My Commission Expires:
SCHEDULE A
Partners, Capital Contributions and Partnership Interests
Capital Partnership
General Partner Contribution Interest
SML, Inc. $100.00 5.50%
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Capital Partnership
Limited Partner Contribution Interest
American Tax Credit $1,038,667 94.50%
Properties III L.P.
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have affixed their signatures and
seals to this Amendment No. 1 to the Amended and Restated Agreement of
Limited Partnership of Summerfield Apartments Limited Partnership as of
the date first written above.
GENERAL PARTNER:
ATTEST: SML, INC.
Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Vice President
LIMITED PARTNER:
AMERICAN TAX CREDIT PROPERTIES III L.P.
By: Xxxxxxx Tax Credit Properties
III L.P., its general partner
By: Xxxxxxx Housing Credits
Inc., its general partner
_________________________________ By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
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DISTRICT OF COLUMBIA : ss
)
Before me, the undersigned Notary Public in and for the aforesaid County
and State, personally appeared Xxxxxxx X. Xxxxx, in his capacity as Vice
President of Xxxxxxx Housing Credits, Inc., as general partner of Xxxxxxx Tax
Credit Properties III L.P., as general partner of American Tax Credit Properties
III L.P., as a Limited Partner of Summerfield Apartments Limited Partnership,
and being duly sworn, acknowledged the execution of the foregoing Amendment No.
1 to the Amended and Restated Agreement and Certificate of Limited Partnership.
Witness my hand and notarial seal this 26th day of January, 1993.
/s/ Xxxxx XxXxxxx
Notary Public
My Commission Expires:
