NEW DEVONSHIRE II LIMITED PARTNERSHIP,
An Ohio Limited Partnership
Distribution of Funds Memorandum
January 30, 1997
As used herein, the following terms have the following meanings.
Capitalized terms used herein and not otherwise defined in the text of
this Memorandum shall have the meanings set forth in the Amended and
Restated Agreement of Limited Partnership of the Operating Partnership
dated as of January 30, 1997 (the "Operating Partnership Agreement").
Operating
Partnership New Devonshire II Limited Partnership,
An Ohio Limited Partnership
Investment
Limited Partner: Boston Capital Tax Credit Fund IV, L.P., a
Delaware limited partnership, which is the
Investment Limited Partner of the Operating
Partnership
Agreement: Capital Contribution Escrow Agreement by and
among the Investment Limited Partner, its
general partner and (the "Bank") relating to
the capital contribution to the Limited
Partner.
1. The Operating Partnership is entitled to receive Capital
Contributions from the Investment Limited Partner pursuant to the
terms of the Operating Partnership Agreement. The General Partners of
the Operating Partnership and/or their affiliates are entitled to
receive certain payments from the Operating Partnership pursuant to
the terms set forth in the Operating Partnership Agreement.
2. Under the Agreement, the capital contribution of the assignor
limited partner of the Investment Limited Partner will first be
deposited with the Bank which will place such funds in an Escrow
Account for the Investment Limited Partner. Upon satisfaction of
certain conditions set forth in the Operating Partnership Agreement,
the Investment Limited Partner will make the installments of its
Capital Contribution to the Operating Partnership.
3. At the time that each installment of its Capital Contribution is
made by the Investment Limited Partner to the Operating Partnership is
to receive and/or pay such sums as set forth in the attached
Distribution Table. In order to satisfy those payment obligations,
but to eliminate the need for multiple or offsetting payments, the
Operating Partnership and the General Partners, acting in their own
capacity as well as for and on behalf of such affiliates, hereby agree
that the Investment Limited Partner shall pay, on behalf of the
Operating Partnership and the General Partners and their affiliates,
out of the proceeds of the capital contribution of its assignor
limited partner, such amounts to such recipients as are set forth in
the attached Distribution Table. The General Partners agree to insure
that the appropriate Journal entries are recorded in the Operating
Partnership's financial records.
OPERATING PARTNERSHIP:
NEW DEVONSHIRE II
LIMITED PARTNERSHIP
By: Xxxxxxx X. Xxxxxxx
Its: General Partner
/s/Xxxxxxx X. Xxxxxxx
By: Fairfield Homes, Inc.
Its: General Partner
By: Xxxxxxx X. Xxxxxxx
Its: President
/s/Xxxxxxx X. Xxxxxxx
GENERAL PARTNERS:
XXXXXXX X. XXXXXXX
/s/Xxxxxxx X. Xxxxxxx
FAIRFIELD HOMES, INC.
By: Xxxxxxx X. Xxxxxxx
Its: President
/s/Xxxxxxx X. Xxxxxxx
WITHDRAWING ORIGINAL
LIMITED PARTNERS
XXXXXXX X. XXXXXXX
/s/Xxxxxxx X. Xxxxxxx
FAIRFIELD HOMES, INC.
By: Xxxxxxx X. Xxxxxxx
Its: President
/s/Xxxxxxx X. Xxxxxxx
INVESTMENT LIMITED PARTNER:
BOSTON CAPITAL TAX CREDIT FUND IV, L.P.,
A Delaware Limited Partnership
By: Boston Capital Associates IV L.P.,
its general partner
By: C & M Associates d/b/a
Boston Capital Associates,
its general partner
/s/Xxxxxx Xxxx Xxx
By: Xxxxxx Xxxx Xxx, Attorney in
fact for Xxxx X. Xxxxxxx, general
partner
SPECIAL LIMITED PARTNER:
BCTC 94, INC.
/s/Xxxxxx Xxxx Xxx
By: Xxxxxx Xxxx Xxx, Attorney in
fact for Xxxx X. Xxxxxxx, President
