XXXXXXX ASSOCIATES LIMITED PARTNERSHIP
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
AND CERTIFICATE OF LIMITED PARTNERSHIP
AND CERTIFICATION & AGREEMENT
DATED NOVEMBER 1, 1995
Reference is made to the Second Amended and Restated Agreement
of Limited Partnership of Xxxxxxx Associates Limited Partnership, a
Nevada limited partnership (the "Partnership"), dated as of November
1, 1995 (hereinafter the "Partnership Agreement") and the
Certification & Agreement of even date therewith also pertaining to
the Partnership. All capitalized terms not herein defined shall have
the meanings attributed to them in the Partnership Agreement.
WHEREAS, upon the date of execution of the Partnership
Agreement, the Partnership had anticipated a lease up schedule which
would have produced Actual Credit to the Partnership in such amounts
and at such times as provided in the Partnership Agreement; and
WHEREAS, subsequent to the execution of the Partnership
Agreement, a more accurate depiction of the lease up schedule and flow
of Actual Credit has emerged; and
WHEREAS, the Partners wish to amend the Partnership Agreement
and Certification & Agreement to properly reflect the revised flow of
Actual Credit to the Partnership mandated by the actual lease up
schedule and to clarify the appropriate date of admission of the
Investment Limited Partner into the Partnership.
NOW, THEREFORE, the Partnership Agreement is hereby amended,
nunc pro tunc, in the following particulars:
PARTNERSHIP AGREEMENT
1. At page 5, the definition of Admission Date is stricken in
its entirety and replaced with the following:
"Admission Date means the later of: (i) the first date on which
all parties hereto shall have executed this Agreement or (ii) the date
on which the Investment Limited Partner shall have contributed the
First Installment to the Partnership, or, if, pursuant to the Uniform
Act, the Investment Limited Partner shall not be deemed admitted to
the Partnership on such date, then the date thereafter on which the
Investment Limited Partner shall be deemed to be admitted to the
Partnership under the Uniform Act."
2. At page 15, the definition of Projected Credit is stricken
in its entirety and replaced with the following:
"Projected Credit means $5,504 for 1996; $44,029 per annum for
the years 1997 through 2005 (inclusive); and $38,526 for 2006;
provided, however, that the Projected Credit for 2006 shall be reduced
by the amount, if any, by which the Actual Credit for 1996 exceeds
$5,504."
3. At page 40, Section 6.6(13) is deleted in its entirety and
replace with the following:
"(13) The amount of Tax Credit which is expected to be allocated
by the Partnership to the Investment Limited Partner is $5,504 for
1996; $44,029 per annum for each of the years 1997 through 2005
(inclusive); $38,526 for 2006."
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 #8 Rent-Up Schedule
25% by October 31, 1996
50% by November 30, 1996
75% by December 31, 1996
100% by January 31, 1997
(b) Item #9 Projected Credit to the
Investment Partnership (99%)
A. $5,504 for 1996;
B. $44,029 for each of the years 1997 through 2005; and
C. $38,526 for 2006 (provided, however, that the projected credit
for 2006 shall be reduced by the amount, if any, by which the Actual
Credit for 1996 exceeds $5,504.
(c) Item #10 Total Projected Credit to the
Operating Partnership (100%)
A. $5,559 for 1996;
B. $44,474 for each of the years 1997 through 2005; and
C. $38,915 for 2006 (provided, however, that the projected credit
for 2005 shall be reduced by the amount, if any, by which the Actual
Credit for 1996 exceeds $5,559.
(d) Item #12(D) Family
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 PARTNERS:
/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
INVESTMENT LIMITED PARTNER:
BOSTON CAPITAL TAX CREDIT
FUND IV, L.P.,
a Delaware limited partnership
C & M Associates d/b/a
Boston Capital Associates,
its general partner
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, a general partner
SPECIAL LIMITED PARTNER:
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, President
STATE OF NEVADA )
) ss.
COUNTY OF ELKO )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxx X. Xxxxxxx
who, being duly sworn, acknowledged that he did sign the foregoing
instrument individually, that the statements therein contained are
true and that the same is the free act and deed of said Xxxxx X.
Xxxxxxx.
WITNESS my hand and official seal this ______ day of _________,
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
STATE OF NEVADA )
) ss.
COUNTY OF ELKO )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxx X. Xxxxxxx
who, being duly sworn, acknowledged that she did sign the foregoing
instrument individually, that the statements therein contained are
true and that the same is the free act and deed of said Xxxxx X.
Xxxxxxx.
WITNESS my hand and official seal this ______ day of _________,
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxxx Xxxx Xxx,
Attorney-in-Fact for Xxxx X. Xxxxxxx, known to me to be a general
partner of C & M Associates, which is the general partner of Boston
Capital Tax Credit Fund IV, L.P., who, being duly sworn, acknowledged
that she did sign the foregoing instrument, that the statements
therein contained are true and that the same is the duly authorized
free act and deed of Boston Capital Tax Credit Fund IV, L.P..
WITNESS my hand and official seal this ______ day of _________,
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned Notary Public in and for said county
and commonwealth, personally appeared the above-named Xxxxxx Xxxx Xxx,
Attorney-in-Fact for Xxxx X. Xxxxxxx, known to me to be the President
of BCTC 94, Inc., who, being duly sworn, acknowledged that she did
sign the foregoing instrument and that the same is the duly authorized
free act and deed of BCTC 94, Inc.
WITNESS my hand and official seal this ___ day of _____________
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
15246_1
