THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
XXXXXXXXX HOUSING ASSOCIATES LIMITED PARTERSHIP
This Third Amendment to the Amended and Restated Agreement of Limited
Partnership of XxXxxxxxx Housing Associates Limited Partnership, a Kansas
limited partnership (the "Third Amendment") is being entered into as of the date
written below by and between ERC Partners of Kansas, LLC as the general partner
(the "General Partner"), WNC Housing Tax Credit Fund VI, LP 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, XxXxxxxxx Housing Associates Limited Partnership, a Kansas
limited partnership (the "Partnership") recorded a certificate of limited
partnership with the Kansas Secretary of State on February 9, 2000. A
partnership agreement dated February 10, 2000 was entered into by and between
the General Partner and the Original Limited Partner (the "Original Partnership
Agreement").
WHEREAS, on September 1, 2001, 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 WNC Holding as the limited partner and
the Special Limited Partner (the "Amended and Restated Partnership Agreement").
WHEREAS, on October 9, 2001 the Partnership was amended, in part, for
the correction of the General Partner name and for the withdrawal of WNC
Holding, LLC as the Limited Partner and for the admittance of WNC Institutional
Tax Credit Fund XIV, LP as the limited partner ("First Amendment").
WHEREAS, on December 6, 2002 a Second Amendment was entered into, in
part, for the withdrawal of WNC Holding as the limited partner and for the
admittance of the Limited Partner ("Second Amendment"). Any capitalized terms
not defined in this Third Amendment shall have the meaning ascribed in the
Amended and Restated Partnership Agreement.
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.
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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 1.49 of the Amended and Restated Partnership Agreement is
amended in its entirety to provide:
Section 1.49 "Limited Partner" shall mean WNC Housing Tax Credit Fund
VI, LP 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.
All references to WNC Holding, LLC in the Related Agreements are amended to
refer to WNC Housing Tax Credit Fund VI, LP Series 9 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 Amended and Restated Partnership
Agreement amended only as specifically set forth herein.
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IN WITNESS WHEREOF, this Third Amendment to the Amended and Restated
Agreement of Limited Partnership of XxXxxxxxx Housing Associates Limited
Partnership, a Kansas limited partnership, is made and entered into as of
December 6, 2002.
GENERAL PARTNER
ERC Partners of Kansas, LLC
By: /s/ XXX XXXXXXX
Xxx Xxxxxxx,
Manager
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, LP Series 9
By: WNC & Associates, Inc.
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
WITHDRAWING LIMITED PARTNER
WNC Holding, LLC
By: WNC & Associates, Inc.
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
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SPECIAL LIMITED PARTNER
WNC Housing, LP
By: WNC & Associates, Inc.
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Executive Vice President
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