FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
UNITED DEVELOPMENT CO., L.P. - 97.0
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P. - 97.0, a Tennessee limited
partnership (the "First Amendment") is being entered into as of the date written
below by and between Xxxxxx X. Xxxxxxx, Xx. and Jo Xxxxx Xxxxxxx as the general
partners (collectively referred to herein as the "General Partner"), WNC Housing
Tax Credit Fund VI, Series 6, a California limited partnership as the limited
partner (the "Limited Partner"), and WNC Housing, L.P., a California limited
partnership as the special limited partner (the "Special Limited Partner"). The
General Partner, Limited Partner and Special Limited Partner may collectively be
referred to as the Partners or may individually be referred to as a
Partner.
RECITALS
WHEREAS, on August 25, 1997, United Development Co., L.P. - 97.0, a
Tennessee Limited Partnership (the "Partnership") recorded a certificate of
limited partnership with the Tennessee Secretary of State.
WHEREAS, on November 25, 1997, a partnership agreement was entered into by
and between the General Partner and United Development Corporation as the
original limited partner (the "Original Partnership Agreement").
WHEREAS, on September 22, 1998, 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 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.
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 7.2(a) and Section 7.2(b) of the Amended and Restated Agreement of
Limited Partnership shall be amended to provide as follows:
Section 7.2 Capital Contribution of Limited Partner. The Limited Partner
shall make a Capital Contribution in the amount of $2,812,622, as may be
adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates
and subject to the conditions hereinafter set forth.
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(a) The obligation of the Limited Partner to pay the aforesaid Capital
Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner
shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion
attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached
hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited
Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an
amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required
during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed
(warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except
the first payment, the General Partner shall deliver to the Limited Partner a
fully executed General Partner Certification in the form attached hereto as
Exhibit "D" and incorporated herein by this reference.
(3) Payment referenced in Section 7.2(b)(2) shall be due and payable on
November 15, 1998.
(4) Prior to the Capital Contribution payment referenced in Section
7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy
approval if a permanent certificate is not available) on all the housing units
in the Project;
(B) verification that the Partnership has obtained Insurance required
during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating
that all amounts payable to the contractor have been paid in full and that the
Project is not in violation of the construction contract.
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(5) Prior to the Capital Contribution payment referenced in Section
7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications,
completed questionnaires or checklist of income and assets, documentation of
third party verification of income and assets, and income certification forms
(LIHTC specific) collected by the Management Agent, or General Partner,
verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal
to the appraised value of each unit.
(6) Prior to the Capital Contribution payment referenced in Section
7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized
cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially
similar to the form attached hereto as Exhibit "F" and incorporated herein by
this reference.
(7) Prior to the Capital Contribution payment referenced in Section
7.2(b)(6) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use
agreement entered into between the Partnership and the State Tax Credit Agency;
and
(C) any documents previous not provided to the Limited Partner but required
pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement
have been met, the Limited Partner shall make the following Capital
Contributions:
(1) $1,000,000 shall be payable upon:
(a) admittance of the Limited Partner into the
Partnership;
(b) receipt by the Limited Partner of the title insurance naming the
Limited Partner as co-insured; provided
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(c) the conditions set forth in Section 7.2(a) of this Agreement have been
met.
(2) $1,109,466 shall be payable on or before November 15, 1998, provided
the conditions set forth in Section 7.2(a) have been met. This Capital
Contribution payment shall bear interest equal to 7.00% per annum from the date
of this First Amendment until paid in full.
(3) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the
Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(4) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90
consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been
met.
(5) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3)
of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been
met.
(6) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4)
of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which
Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been
met.
By this First Amendment, the agreement signed and entered into on September
22, 1998 shall change its name to Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P. - 97-0 in replacement of the name
Second Amended and Restated Agreement of Limited Partnership of United
Development Co., - L.P. - 97-0. Such change was due to a typographical error.
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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 United Development Co., L.P. - 97.0, a
Tennessee limited partnership, is made and entered into as of October 2, 1998.
GENERAL PARTNER
/S/ XXXXXX X. XXXXXXX, XX.
Xxxxxx X. Xxxxxxx, Xx.
/S/ JO XXXXX XXXXXXX
Jo Xxxxx Xxxxxxx
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, Series 6
By: WNC & Associates, Inc.,
General Partner
By: /S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Senior Vice President
SPECIAL LIMITED PARTNER
WNC Housing, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Senior Vice President
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