FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
STARLIGHT PLACE, L.P.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Starlight Place, L.P., a Georgia limited partnership (the "First
Amendment") is being entered into as of the date written below by and between BC
Holdings, LLC, a Georgia limited liability company as the general partner (the
"General Partner"), Tift County Residential Housing Corporation, as the
non-profit limited partner (the "Non-Profit Limited Partner"), WNC Georgia Tax
Credits XXXIV, L.P., a California limited partnership as the Georgia limited
partner (the "Georgia Limited Partner"), WNC Housing Tax Credit Fund VI, L.P.,
Series 10 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 Georgia Tax Credits
XXXII, L.P., a California limited partnership as the withdrawing Georgia limited
partner ("WNC Georgia XXXII"). The General Partner, Limited Partner, Georgia
Limited Partner, Non-Profit Limited Partner, Special Limited Partner and WNC
Georgia XXXII may collectively be referred to as the Partners or may
individually be referred to as a Partner.
RECITALS
WHEREAS, Starlight Place, L.P., a Georgia limited partnership (the
"Partnership") recorded a certificate of limited partnership with the Georgia
Secretary of State on February 12, 2002. A partnership agreement dated February
11, 2002 was entered into by and between the General Partner and Xxxxx X.
Xxxxxx, as the original limited partner (the "Original Limited Partner") and an
amendment thereto dated March 17, 2002 was entered into by the Non-Profit
Limited Partner (the "Original Partnership Agreement").
WHEREAS, on April 14, 2004, 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 the Limited Partner, Non-Profit
Limited Partner, WNC Georgia XXXII as the Georgia 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 Georgia XXXII hereby agrees to withdraw as the Georgia
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 Georgia XXXII.
WHEREAS, the General Partner, Non-Profit Limited Partner, Limited
Partner and the Special Limited Partner agree to admit the Georgia Limited
Partner as a limited partner in the Partnership in exchange for its agreement to
contribute capital to the Partnership and the Georgia Limited Partner agrees to
accept all the rights, title, interest and obligations of the Georgia 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:
The definition of "Georgia Limited Partner" in Article I of the
Partnership Agreement is amended in its entirety to provide:
"Georgia Limited Partner" shall mean WNC Georgia Tax Credits XXXIV,
L.P., 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 Georgia Tax Credits XXXII, L.P. in the Related Agreements
are amended to refer to WNC Georgia Tax Credits XXXIV, L.P., 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.
[Signatures begin on following page]
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Starlight Place, L.P., a Georgia limited
partnership, is made and entered into as of April 14, 2004.
GENERAL PARTNER:
BC HOLDINGS, LLC
By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx,
Authorized Member
NON-PROFIT LIMITED PARTNER:
TIFT COUNTY RESIDENTIAL HOUSING CORPORATION
By: /s/ XXXXXXX XXXXXXX
------------------------------
Xxxxxxx Xxxxxxx,
Vice President
LIMITED PARTNER:
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
By: WNC & Associates, Inc.,
General Partner
By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx,
Executive Vice President
Signatures continue on next page...
WITHDRAWING GEORGIA LIMITED PARTNER:
WNC GEORGIA TAX CREDITS XXXII, L.P.
By: WNC Advisors, LLC
General Partner
By: WNC & Associates, Inc.,
Managing Member
By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx,
Executive Vice President
GEORGIA LIMITED PARNTER:
WNC GEORGIA TAX CREDITS XXXIV, L.P.
By: WNC Advisors, LLC
General Partner
By: WNC & Associates, Inc.,
Managing Member
By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx,
Executive Vice President
SPECIAL LIMITED PARTNER:
WNC HOUSING, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx,
Executive Vice President