SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
NORTH XXXXXXX PARTNERS 99 LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of North Xxxxxxx Partners 99 Limited Partnership, a South Dakota
limited partnership (the "First Amendment") is being entered into as of the date
written below by and between Sioux Falls Environmental Access, Inc. and Crane &
Xxxxxx Investments, L.L.C., the general partners (collectively the "General
Partner"), WNC Housing Tax Credit Fund VI, L.P. Series 9, 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, North Xxxxxxx Partners 99 Limited Partnership, a
South Dakota limited partnership (the "Partnership") entered into a partnership
agreement dated February 19, 1999 by and between Xxxxx X. Xxxxxxxx ("LFW") and
Xxxxxxxx Investments, Inc. ("Xxxxxxxx Investments") as the general partners and
Xxxxxxx X. Xxxxx as the initial limited partner (the "Initial Limited Partner")
(the "Original Partnership Agreement").
WHEREAS, The Partnership filed a certificate of limited partnership
with the South Dakota Secretary of State on February 26, 1999 naming LFW and
Xxxxxxxx Investments ("SFEA") as the general partners. LFW and Xxxxxxxx
Investments signed the certificate.
WHEREAS, on May 23, 2001 the Partnership filed an Amended and Restated
Certificate of Limited Partnership with the South Dakota Secretary of State
whereby LFW and Xxxxxxxx Investments withdrew as general partners of the
Partnership and was replaced by Crane & Xxxxxx Investments, L.L.C. ("Crane &
Xxxxxx") and Sioux Falls Environmental Access, Inc. ("SFEA"). LFW, Xxxxxxxx
Investments, SFEA and Crane & Xxxxxx signed the Amended and Restated
Certificate.
WHEREAS, on August 29, 2002 the Original Partnership Agreement was
amended and restated to provide, in part, for the withdrawal of the Initial
Limited Partner and for the admission of WNC Holding, LLC as the limited partner
and WNC Housing, L.P. as the special limited partner (the "Amended and Restated
Partnership Agreement"). The partners of the Amended and Restated Partnership
Agreement failed to acknowledge SFEA as a general partner and failed to obtain
SFEA's signature on the Amended and Restated Partnership Agreement. Therefore,
SFEA had not agreed to the terms of the Amended and Restated Partnership
Agreement at the time of the Amended and Restated Partnership Agreement.
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WHEREAS, on August 29, 2002 an amendment to the Amended and Restated
Agreement of Limited Partnership was entered into by and among the Partners to
correct administrative errors (the "First Amendment").
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 the Limited Partner as a limited 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 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:
Section 1.50 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 1.50 "Limited Partner" shall mean WNC Housing Tax Credit Fund
VI, Limited Partner Series 9, 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 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, to the following
address, or to such other address as a party may from time to time designate in
writing:
To the General Partner: Crane & Xxxxxx Investments, L.L.C.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
To the Limited Partner: WNC Housing Tax Credit Fund VI, L.P. Series 9
c/o WNC & Associates, Inc.
0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
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To the Special
Limited Partner: WNC Housing, L.P.
0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
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.
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IN WITNESS WHEREOF, this Second Amendment to the Amended and Restated
Agreement of Limited Partnership of North Xxxxxxx Partners 99 Limited
Partnership, a South Dakota limited partnership, is made and entered into as of
August 29, 2002.
GENERAL PARTNER
Crane & Xxxxxx Investments, L.L.C.
By: /s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx,
Member
Sioux Falls Environmental Access, Inc.
By: /s/ XXXXXX X. XXXX
Xxxxxx X. Xxxx,
President
WITHDRAWING LIMITED PARTNER
WNC Holding, LLC
By: WNC & Associates, Inc.
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, L.P. Series 9
By: WNC & Associates, Inc.
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
Signatures continue on next page...
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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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