FIRST AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
SAW MILL CREEK II LIMITED DIVIDEND HOUSING
ASSOCIATION LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Saw Mill Creek II Limited Dividend Housing Association Limited
Partnership, a Michigan limited partnership (the "First Amendment") is being
entered into as of the date written below by and between Xxxxxxx X. Xxxx, Xx.
and Xxxxxxxxxxx X. Xxxx as the general partner (collectively the "General
Partner"), WNC Housing Tax Credit Fund VI, L.P., Series 9, a California limited
partnership (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, Saw Mill Creek II Limited Dividend Housing Association Limited
Partnership, a Michigan limited partnership (the "Partnership") filed a
certificate of limited partnership with the Michigan Secretary of State on
February 26, 1998. A partnership agreement dated May 24, 2000 was entered into
by and between the General Partner and the Original Limited Partner (the
"Original Partnership Agreement").
WHEREAS, a Restated Certificate of Limited Partnership was filed on
November 5, 2001 with the Michigan Secretary of State (the "Restated Certificate
of Limited Partnership").
WHEREAS, on May 20, 2002, 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 investor 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.
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.
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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 1.47 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 1.47 "Limited Partner" shall mean WNC Housing Tax Credit Fund
VI, L.P., 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.
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 First Amendment to the Amended and Restated
Agreement of Limited Partnership of Saw Mill Creek II Limited Dividend Housing
Association Limited Partnership, a Michigan limited partnership, is made and
entered into as of June 5, 2002.
GENERAL PARTNER
/s/ XXXXXXX X. XXXX, XX.
Xxxxxxx X. Xxxx, Xx.
/s/ XXXXXXXXXXX X. XXXX
Xxxxxxxxxxx X. Xxxx
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
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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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