FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
XXXXXX XXXXX ASSOCIATES L.P.
This Fourth Amendment to the Second Amended and Restated Agreement of
Limited Partnership ("Second Amendment") of XXXXXX XXXXX ASSOCIATES L.P. is made
and entered into as of the 18th day of April, 1997, by and among the undersigned
parties.
WHEREAS, as of June 1, 1990, THE XXXXX GROUP, INC., a New York
corporation with an office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
("Xxxxx"), THE XXXXXXX GROUP, INC., a Delaware corporation with an office at 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 ("Richman") and TWIN CASTLE
GROUP INC., a New York corporation with an office at 000 Xxxxx Xxxxxx, Xxxxx,
Xxx Xxxx 00000 ("Twin Castle") (Xxxxx, Xxxxxxx and Twin Castle sometimes
hereinafter being referred to collectively as the "Original General Partners")
and AMERICAN TAX CREDIT PROPERTIES III L.P., a Delaware limited partnership with
an office c/x Xxxxxxx (the "Limited Partner") entered into the Second Amended
and Restated Agreement of Limited Partnership (the "Agreement") of Xxxxxx Xxxxx
Associates L.P. (the "Partnership");
WHEREAS, as of March 24, 1997, the Original General Partners and the
Limited Partner entered into a First Amendment of the Agreement, which inter
alia, authorized the execution of a Certificate of Adoption of the Revised
Limited Partnership Act (Article 8-A of the Partnership Law of the State of New
York) (the "Revised Act") and an Amendment thereto changing the name of the
Partnership to Xxxxxx Xxxxx Associates L.P.;
WHEREAS, as of today's date, and immediately prior to the execution of
this Agreement, the Original General Partners and the Limited Partner entered
into (i) a Second Amendment of the Agreement, which, inter alia, effectuated the
withdrawal of Twin Castle as a General Partner and the acquisition of its
interest by the Partnership, and (ii) a Third Amendment of the Agreement, which,
inter, alia, reassigned the interests of the Partners and authorized the filing
of a Certificate with the New York State Department of State reflecting the
interest of Xxxxx as the sole General Partner;
WHEREAS, in order to achieve Final Closing, the Lenders required the
Partnership to purchase a guaranteed investment contract;
WHEREAS, although the completion of the Apartment Complex and the
delivery of economic benefits was timely, due to technical circumstances, the
Partnership experienced a significant delay in achieving Final Closing;
WHEREAS, the Investment Partnership received a benefit as a result of
the delay in paying the Fourth Installment while continuing to receive the
economic benefits from the Partnership, and as a result, the Investment
Partnership has agreed to increase the amount of the Fourth Installment by
$206,881; and
WHEREAS, the parties now desire to enter into this Fourth Amendment to
(i) continue the Partnership and (ii) increase the amount of the Fourth
Installment from $1,017,894 to $1,224,775.
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to continue the
Partnership pursuant to the Revised Act, as set forth in this Fourth Amendment,
as follows:
1. All initially capitalized terms shall have the meanings ascribed to
them in the Agreement, unless otherwise provided herein. This Agreement may be
signed in counterparts.
2. Section 5.01(c) and Schedule A of the Agreement are each amended by
deleting "$2,994,993" wherever it appears and substituting "$3,201,874"
therefor.
3. Section 5.01(c)(iii) of the Agreement is amended by
deleting "$1,017,894" and substituting "$1,224,775" therefor.
4. Except as set forth herein, the Partnership Agreement remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have affixed their signatures to
this Fourth Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Xxxxxx Xxxxx Associates L.P. as of the date first above written.
GENERAL PARTNERS:
ATTEST/WITNESS: THE XXXXX GROUP, INC.
/s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, President
LIMITED PARTNER:
AMERICAN TAX CREDIT PROPERTIES III L.P.
By: Xxxxxxx Tax Credit Properties III L.P., its
general partner
ATTEST/WITNESS: By: Xxxxxxx Housing Credits Inc., its general
partner
/s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Vice President
STATE OF NEW YORK )
) SS.:
COUNTY OF NASSAU )
On this 26th day of June, 1997, before me personally came Xxxxxx Xxxxx,
to me known, who being by me duly sworn, did depose and say that he resides at
000 Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx; that he is the President of THE XXXXX GROUP,
INC., the corporation described in and which executed the foregoing instrument;
and that he signed his name thereto by order of the board of directors of said
corporation.
Xxxxxxx X. Xxxxx
Notary Public
STATE OF )
) SS.: GREENWICH
COUNTY OF )
On this 27th day of June, 1997, before me personally came XXXX XXXXXX,
to me known, who being by me duly sworn, did depose and say that he resides at
00 Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000; that he is the Vice-President of
XXXXXXX HOUSING CREDITS INC., the corporation described in and which executed
the foregoing instrument; which corporation is the general partner of XXXXXXX
TAX CREDIT PROPERTIES III L.P., the general partner of AMERICAN TAX CREDIT
PROPERTIES III L.P., the limited partnership which executed the foregoing
instrument; that the execution of the instrument by AMERICAN TAX CREDIT
PROPERTIES III L.P. was duly authorized according to the Limited Partnership
Agreement; that XXXXXXX HOUSING CREDITS INC., the general partner of its general
partner, executed the instrument on behalf of the limited partnership pursuant
to said authorization and that he signed his name thereto by order of the board
of directors of said corporation.
/s/ Xxxx X. Xxxxxx
Notary Public
