FIRST AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
BRIGHTON RIDGE APARTMENTS, L.P.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Brighton Ridge Apartments, L.P., a South Carolina limited
partnership (the "First Amendment") is being entered into as of the date written
below by and between The Piedmont Foundation of South Xxxxxxxx, Inc., a South
Carolina non-profit corporation as the general partner (the "General Partner"),
WNC Institutional Tax Credit Fund VI, L.P., a California limited partnership as
the withdrawing limited partner (the "Withdrawing Limited Partner"), WNC
Housing, L.P., a California limited partnership as the special limited partner
class "A" (the "SLP Class A") and The Piedmont Foundation, Inc., a Georgia
non-profit corporation as the special limited partner class "B" (the "SLP Class
B"). The General Partner, Limited Partner and Special Limited Partners may
collectively be referred to as the Partners or may individually be referred to
as a Partner.
RECITALS
WHEREAS, on May 19, 0000, Xxxxxxxx Xxxxx Xxxxxxxxxx, X.X., x Xxxxx Xxxxxxxx
Limited Partnership (the "Partnership") recorded a certificate of limited
partnership with South Carolina Secretary of State.
WHEREAS, on May 19, 1997, a partnership agreement was entered into by and
between the General Partner and Lauren Development Partners, LLC as the original
limited partner (the "Original Partnership Agreement").
WHEREAS, on July 20, 1998, the Original Partnership Agreement was amended
and restated to provide, in part, for the withdrawl of the original limited
partners and for the admission of the Withdrawing Limited Partner and the
Special Limited Partners (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, the General Partner and Withdrawing Limited Partner determined
that it was in everyone's best interest to have the Partnership placed in a
publicly traded limited partnership.
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:
1
Section 1.42 "Limited Partner" shall be eliminated in its entirety.
Section 17.3 shall be amended in its entirety to provide as follows:
Section 17.3 Notices. Any notice given pursuant to this Agreement may be
served personally on the Partner to be notified, or may be mailed, first class
postage prepaid, to the following address, or to such other address as a party
may from time to time designate in writing:
To the General Partner: The Piedmont Foundation of South Carolina,
Inc., a South Carolina non-profit corporation
00000 Xxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
To the SLP Class A: WNC Housing, L.P.
0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
To the SLP Class B: The Piedmont Foundation Inc., a Georgia
non-profit corporation
00000 Xxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
The Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Amended and Restated Agreement amended
only as specifically set forth herein.
IN WITNESS THEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Brighton Ridge Apartments, L.P., a South
Carolina limited partnership, is made and entered into as of October 29, 1998.
GENERAL PARTNER
The Piedmont Foundation of South Carolina,
Inc., a South Carolina non-profit corporation
By: /s/XXXXXX X. XXXXXX, XX.
Xxxxxx X. XxXxxx, Xx.,
President
Signatures continued on next page ...
2
WITHDRAWING LIMITED PARTNER
WNC Institutional Tax Credit Fund VI, L.P.
By: WNC Institutional Partners VI, L.P.
General Partner
By: WNC & Associates, Inc.
General Partner
By: /s/XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Senior Vice President
SLP CLASS A
WNC Housing, L.P.
By: WNC & Associates, Inc.
General Partner
By: /s/XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Senior Vice President
SLP CLASS B
The Piedmont Foundation, Inc., Georgia
non-profit corporation
By: /s/XXXXXX X. XXXXXX, XX.
Xxxxxx X. XxXxxx,
President
3
