FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
XXXXXXX MEADOW ASSOCIATES, LTD.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Xxxxxxx Meadow Associates, Ltd., a Alabama limited partnership
(the "First Amendment") is being entered into as of the date written below by
and between Eagle Creek Partners Inc. as the general partner (the "General
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 Holding LLC, a California limited liability company as
the withdrawing limited partner ("WNC Holding"). The General Partner, Limited
Partner, Special Limited Partner and WNC Holding may collectively be referred to
as the Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, Xxxxxxx Meadow Associates, Ltd., an Alabama limited
partnership (the "Partnership") recorded a certificate of limited partnership
with the Alabama Secretary of State on December 13, 2001. A partnership
agreement dated August 21, 2001 was entered into by and between the General
Partner and the Original Limited Partner (the "Original Partnership Agreement").
WHEREAS, on July 19, 2002, 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 WNC Holding as the 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 Holding hereby agrees to withdraw as a 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 Holding.
WHEREAS, the General Partner and the Special Limited Partner agree to
admit the Limited Partner as a limited partner in the Partnership in exchange
for its agreement to contribute capital to the Partnership and the Limited
Partner agrees to accept all the rights, title, interest and obligations of the
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.
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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 "Limited Partner" in Article I of the Partnership Agreement is
amended in its entirety to provide:
"Limited Partner" shall mean WNC Housing Tax Credit Fund VI,
L.P., Series 10, 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 Holding, LLC in the Related Agreements are amended to
refer to WNC Housing Tax Credit Fund VI, L.P., Series 10, 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.
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Xxxxxxx Meadow Associates, Ltd., a Alabama
limited partnership, is made and entered into as of June 30, 2003.
Signatures on the following page...
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GENERAL PARTNER:
Eagle Creek Partners Inc.
By: /s/ XXXXXX X. XXXXXX, XX
Xxxxxx X. Xxxxxx XX,
President
WITHDRAWING LIMITED PARTNER:
WNC Holding, LLC
By: WNC & ASSOCIATES, INC.,
Managing Member
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
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
SPECIAL LIMITED PARTNER:
WNC Housing, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President
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