WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
The AGREEMENT OF LIMITED PARTNERSHIP of WNC HOUSING TAX CREDIT FUND VI,
L.P., SERIES 5 dated as of March 3, 1997 among WNC & Associates, Inc., as
General Partner, Xxxx X. Xxxxxx, Xx., as Initial Limited Partner, and those
Persons admitted to the Partnership as Additional Limited Partners, is hereby
amended by the General Partner pursuant to the power granted it in Section
12.1.2 of such Partnership Agreement as follows:
1. Section 4.3.1 thereof shall be amended to read in its entirety
as follows:
4.3.1. Unless Section 4.3.3 applies, if there is an
aggregate Loss remaining, such remaining aggregate Loss shall be
allocated:
(i) First, to the extent of the positive Capital Account balances of
the Partners, in such manner and amount as is necessary to cause such balances,
as so adjusted, to be in the ratio of 99.9% to the Limited Partners and 0.1% to
the General Partner until such balances are reduced to zero;
(ii) Second, to the extent of the excess of Partnership Minimum Gain
over the aggregate negative Capital Account balances of the Partners with such
balances, to the General Partner and the Limited Partners in such manner and
amount as is necessary to cause their negative Capital Account balances, as so
adjusted, to be in the ratio of 99.9% to the Limited Partners and 0.1% to the
General Partner; and
(iii) Third, to the General Partner.
2. Section 4.3.2 thereof shall be amended to read in its entirety
as follows:
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4.3.2. Unless Section 4.3.3 applies, if there is an
aggregate Profit remaining, such remaining aggregate Profit shall
be allocated:
(i) First, in the event that the Limited Partners have an aggregate
positive Capital Account balance and the General Partner has a negative Capital
Account balance or vice versa, to the class of Partners with and to the extent
of such negative balances;
(ii) Second, to the extent of the aggregate negative Capital Account
balances of the Partners, to the Limited Partners and the General Partner in
such manner and amount as is necessary to cause the negative Capital Account
balances of such Partners, as so adjusted, to be in the ratio of 99.9% to the
Limited Partners and 0.1% to the General Partner; and
(iii) Third, to the Limited Partners to the extent that their positive
Capital Account balances are less than their Adjusted Capital Contributions.
3. Section 4.4.1(i) thereof shall be amended to read in its
entirety as follows:
4.4.1.(i) The provisions of this Agreement related to the maintenance
of Capital Accounts, the allocation of Profits and Losses for Tax Purposes and
Tax Credits and the distribution of cash and property to the Partners are
intended to comply with the requirements of Treasury Regulation Section
1.704-1(b) by causing the amount of such Profits and Losses for Tax Purposes to
be allocated among the Partners' Capital Accounts so that the amount in their
Capital Accounts as of the end of each fiscal year of the Partnership is equal
to the Partners' Deemed Liquidation Distributions. Where there would be no
Deemed Liquidation Distribution to the Partners, such provisions are intended to
comply with the above-referenced Treasury Regulations by (a) limiting the
maximum negative balance in the Capital Accounts of the Limited Partners, as a
class, to an amount not in excess of their aggregate share (determined in
accordance with Treasury Regulation Section 1.704-2(g)) of Partnership Minimum
Gain, (b) allocating the Partnership's aggregate Nonrecourse Deductions to cause
the negative Capital Account balances of the Limited Partners, as a class, and
the General Partner to be in the ratio of 99.9% to the Limited Partners and 0.1%
to the General Partner, and (c) allocating to the Partners an amount of gross
income or gain of the Partnership to the extent necessary to cause the
Partnership to comply with clauses (a) and (b) of this sentence at the end of
each fiscal year of the Partnership. In addition, such provisions are intended
to cause the amount distributable to each Partner in an actual distribution
pursuant to Section 4.2.2 to equal the amount that would be distributable to
each Partner if Section 4.2.1 rather
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than Section 4.2.2 applied to such distribution.
4. Section 4.4.3(ix) thereof shall be amended to read in its
entirety as follows:
(ix) Except as otherwise expressly provided herein, Nonrecourse
Deductions shall be allocated 99.9% to the Limited Partners and 0.1% to the
General Partner.
5. Section 4.5.1 thereof shall be amended to read in its entirety
as follows:
4.5.1. Except as provided in Section 4.5.2, in accordance with Treasury
Regulation Section 1.704-1(b)(4)(ii), all expenditures giving rise to the
allowance of any Tax Credits shall be allocated among the Partners in the manner
in which the deductions arising from such expenditures are allocated among the
Partners for the relevant taxable year, it being the intention of the Partners
that such expenditures, including, without limitation, expenditures giving rise
to the allowance of Low Income Housing Credits, be allocated 99.9% to the
Limited Partners, as a class, and 0.1% to the General Partner.
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
to Partnership Agreement as of August 29, 1997.
WNC & ASSOCIATES, INC.
General Partner
By: /s/ XXXX X. XXXXXX, XX.
Xxxx X. Xxxxxx, Xx.,
President
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