XXXXX HOUSING, L.P.
FIRST AMENDMENT TO
AMENDED AND RESTATED AGREEMENT
AND CERTIFICATE OF LIMITED PARTNERSHIP
AND CERTIFICATION & AGREEMENT
DATED AS OF JUNE 1, 1996
Reference is made to the Amended and Restated Agreement of
Limited Partnership of Xxxxx Housing, L.P., a Mississippi limited
partnership (the "Partnership"), dated as of June 1, 1996 (hereinafter
the "Partnership Agreement"), and the Certification & Agreement of the
Partnership dated of even date therewith. All capitalized terms not
herein defined shall have the meanings attributed to them in the
Partnership Agreement.
WHEREAS, the Partners of the Partnership wish to revise and
restate the amount of funds to be provided by the Investment Limited
Partner to the Partnership by the Second Installment and the Third
Installment; and
WHEREAS, the Partners wish to specifically designate and
identify the purpose for which a portion of the funds comprising the
Second Installment are to be applied by the Partnership.
NOW, THEREFORE, the Partnership Agreement is hereby amended,
nunc pro tunc, in the following particulars:
PARTNERSHIP AGREEMENT
1. At page 21, Section 5.1(a)(2), the dollar amount "$80,396"
is replaced with the dollar amount "$130,396".
2. At page 21, Section 5.1(a)(3), the dollar amount "$80,396"
is replaced with the dollar amount "$30,396".
3. At page 39, a new Section 6.6(24) is added as follows:
"(24) The General Partner will apply a sufficient portion of
the proceeds
of the Second Installment necessary to fully comply with the terms of a certain
purchase agreement entered into between the Partnership and the immediately
preceding owners of the Apartment Complex with respect to the purchase of the
Apartment Complex from said owners by the Partnership."
4. In all other respects, the Partnership Agreement is hereby
ratified and confirmed.
CERTIFICATION & AGREEMENT
1. At Schedule A of the Certification & Agreement, the
following revisions are hereby agreed upon:
(a) Item #22 - Schedule of Capital Contributions
A. $ 144,713 on the latest to occur of (i) Tax Credit Set
Aside, (ii) closing of the Construction Mortgage Loan,
(iii) receipt of commitment acceptable to Boston
Capital for the Permanent Mortgage Loan, or (iv)
Admission Date.
B. $ 130,396 on the latest of (i) State Designation, (ii)
Completion, (iii) Cost Certification or (iv) receipt
of an updated title insurance policy satisfactory to
Investment Limited Partner.
C. $ 30,396 on the latest of (i) the Initial 100% Occupancy
Date, (ii) Permanent Mortgage Commencement or (iii)
Breakeven;
D. $ 16,079 on receipt of a tax return and audited financial
statement for the year in which Breakeven occurred.
2. In all other respects, the Certification &
Agreement is hereby ratified and confirmed.
WITNESS the execution hereof under seal as of the _____ day of
__________, 1996.
GENERAL PARTNER(S):
Intervest Development Corporation
By: /s/J. Stephen Nail
J. Stephen Nail, its
duly authorized President
INVESTMENT LIMITED PARTNER: SPECIAL LIMITED PARTNER:
BOSTON CAPITAL TAX CREDIT BCTC 94, INC.
FUND IV, L.P.,
a Delaware
limited partnership
By: Boston Capital Associates By: /s/Xxxxxx Xxxx Xxx
IV, L.P. a Delaware Xxxxxx Xxxx Xxx, Attorney-
limited partnership, in-Fact for Xxxx X. Xxxxxxx,
a general partner its duly authorized President
By: /s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx,
Attorney-In-Fact for
Xxxx X. Xxxxxxx,
its duly authorized
President
STATE OF MISSISSIPPI )
) ss.
COUNTY OF __________________ )
BEFORE ME, the undersigned Notary Public in and for said County
and State, personally appeared the above-named J. Stephen Nail, known
to me to be the President of Intervest Development Corporation, who,
being duly sworn, acknowledged that the statements therein contained
are true and that he did sign the same is his free act and deed and
that the same is the duly authorized free act and deed of Intervest
Development Corporation.
WITNESS my hand and official seal this ______ day of _________,
19__.
_________________________
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
STATE OF MASSACHUSETTS
COUNTY OF SUFFOLK
Personally appeared before me, the undersigned authority in and
for said County and State, on this _______ day of ____________, 1996,
within my jurisdiction, the within named Xxxxxx Xxxx Xxx, Attorney in
Fact for Xxxx X. Xxxxxxx, who acknowledged that he is a general
partner of Boston Capital Associates, which is the general partner of
Boston Capital Associates IV, L.P., which is the general partner of
Boston Capital Tax Credit Fund IV, L.P., and that in said
representative capacity she executed the above and foregoing
instrument, after first having been duly authorized to do so.
(Notary Public)
My Commission Expires:
___________________________
STATE OF MASSACHUSETTS
COUNTY OF SUFFOLK
Personally appeared before me, the undersigned authority in and
for said County and State, on this _______ day of ____________, 1996,
within my jurisdiction, the within named Xxxxxx Xxxx Xxx, Attorney in
Fact for Xxxx X. Xxxxxxx, who acknowledged that he is the President of
BCTC 94, Inc., a Delaware corporation, and that for and on behalf of
the said corporation, and as its act and deed she executed the above
and foregoing instrument, after first having been duly authorized by
said corporation to do so.
(Notary Public)
My Commission Expires:
___________________________
15246_1
