FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
XXXXXX XXXXX ASSOCIATES
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership ("First Amendment") of XXXXXX XXXXX ASSOCIATES is made and
entered into as of the 24th day of March, 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 ("Xxxxxxx") 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 "General Partners" or
individually as a "General Partner") and AMERICAN TAX CREDIT PROPERTIES III
L.P., a Delaware limited partnership with an office c/x Xxxxxxx ("Limited
Partner") entered into the Second Amended and Restated Agreement of Limited
Partnership (the "Agreement") of Xxxxxx Xxxxx Associates (the "Partnership");
and
WHEREAS, the parties now desire to enter into this First Amendment to
(i) continue the Partnership, (ii) amend the address of the Principal Executive
Offices and the Agent for Service of Process and (iii) authorize the filing of a
Certificate of Adoption and Certificate of Amendment with the New York State
Department of State in accordance with Article 8-A of the Partnership Law of the
State of New York (the "Revised Act").
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 First 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. The undersigned hereby continue the Partnership as a limited
partnership under the Revised Act.
3. Upon the execution of the First Amendment by the parties hereto, the
Managing General Partner shall take all actions necessary and appropriate to
assure the prompt filing of a Certificate of Adoption and a Certificate of
Amendment pursuant, respectively, to Sections 121-1202 and 121-202 of the
Revised Act in the form annexed hereto as Exhibit "A", together with such other
documents as may be required by the Revised Act. All fees for the filing shall
be paid out of the Partnership's assets.
4. Section 1.02 of the Agreement is amended to read as follows:
"Name. The name of the Partnership is XXXXXX XXXXX ASSOCIATES L.P."
5. Section 1.03 of the Agreement is amended to provide that the
principal executive office of the Partnership shall remain c/o
The Xxxxx Group, Inc., but at the following address: 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxx 00000.
6. The execution of this First Amendment by the Limited Partner
constitutes its consent to the amendment of the Agreement pursuant to Article
XIV thereof.
IN WITNESS WHEREOF, the parties have affixed their signatures to this
First 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/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, President
ATTEST/WITNESS: THE XXXXXXX GROUP, INC.
/s/ Xxx X. XxXxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
ATTEST/WITNESS: TWIN CASTLE GROUP, INC.
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, 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 X. Xxxxxx By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Vice President
STATE OF NEW YORK )
) SS.:
COUNTY OF NASSAU )
On this 15th day of April, 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.
/s/ Xxxxxxx X. Xxxxx
Notary Public
STATE OF CONNECTICUT )
) SS.: Greenwich
COUNTY OF Fairfield)
On this 18th day of April, 1997, before me personally came Xxxxxxx X.
Xxxxxxx to me known, who being by me duly sworn, did depose and say that he
resides at 0 Xxxxxx Xxxx, Xxxxxxxxx, Xx., 00000; that he is the President of THE
XXXXXXX 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.
/s/ Xxxx X. Xxxxxx
Notary Public
STATE OF NEW YORK )
) SS.:
COUNTY OF BRONX )
On this 14th day of March, 1997, before me personally came XXXXXXX
XXXXXXXX, to me known, who being by me duly sworn, did depose and say that he
resides at 000 Xxxxx Xxxxxx, Xxxxx, Xxx Xxxx; that he is the President of TWIN
CASTLE 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.
/s/ Xxxxxxx Xxxxxxxx
Notary Public
STATE OF CONN.)
) SS.: Greenwich
COUNTY OF FAIRFIELD)
On this 18th day of April, 1997, before me personally came XXXXX
XXXXXXX, to me known, who being by me duly sworn, did depose and say that he
resides at 00 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx, 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/ Xxx X. XxXxxxx
Notary Public
