Exhibit 4.1
AMENDMENT NO. 1 TO PRUDENTIAL-BACHE
TAX CREDIT PROPERTIES L.P. AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
This Amendment, dated as of October 1, 1997 to that certain Amended and
Restated Agreement of Limited Partnership dated as of May 3, 1989 (the
"Partnership Agreement"), of Prudential-Bache Tax Credit Properties L.P. (the
"Partnership") among Prudential-Bache Properties Inc., a Delaware corporation
(the "General Partner"), Prudential-Bache Investor Services II, Inc., a Delaware
corporation (the "Assignor Limited Partner") and those persons who have become
limited partners in the Partnership (the "Limited Partners") pursuant to the
terms set forth in the Partnership Agreement. Terms not otherwise defined herein
shall have the meanings ascribed to them in the Partnership Agreement.
W I T N E S S E T H:
--------------------
WHEREAS, the General Partner, the Assignor Limited Partner, P-B Tax Credit
S.L.P., a Delaware corporation, and Related Capital Company, a New York general
partnership ("Related") have entered into a Purchase Agreement, dated as of
December 19, 1996 (the "Purchase Agreement"), in connection with the settlement
of class action litigation (the "Litigation") brought on behalf of the Limited
Partners (and holders of beneficial unit certificates representing assignments
of limited partner interests in the Partnership) against, among others, the
General Partner and Related; and
WHEREAS, the Purchase Agreement provides for, among other things, (i) the
admission to the Partnership of RCC Partners 96, L.L.C., a Delaware limited
liability company and an affiliate of Related, to serve as the new general
partner of the Partnership ("New GP"), (ii) the transfer by the General Partner
of its interest in the Partnership to New GP, (iii) the withdrawal of the
General Partner as general partner of the Partnership, (iv) the admission to the
Partnership of Related Insured BUC$ Associates, Inc., a Delaware corporation and
an affiliate of Related to serve as the new assignor limited partner of the
Partnership ("New Assignor Limited Partner"), (v) the transfer by the Assignor
Limited Partner of its interest in the Partnership to New Assignor Limited
Partner and (vi) the admission of Independence SLP L.P., a Delaware limited
partnership and an affiliate of Related to the Local Partnerships to serve as
the new special limited partner of the Local Partnerships ("New Special Limited
Partner") (collectively, the "Transaction"); and
WHEREAS, the General Partner, the Assignor Limited Partner and the Limited
Partners wish to amend the Partnership Agreement to reflect, among other
matters, the foregoing withdrawals and admissions and to (i) authorize the
General Partner to transfer its general partnership interest to New GP and to
voluntarily withdraw from the Partnership, (ii) reduce certain fees payable by
the Partnership to the general partner, (iii) cause the indemnification
provisions in the Partnership Agreement to remain effective with respect to the
General Partner following its withdrawal from the Partnership and (iv) to change
the name of the Partnership to Patriot Tax Credit Properties L.P. (collectively,
the "Amendments"); and
WHEREAS, because certain of the Amendments would otherwise require a
Majority Vote, the closing of the Transaction is contingent upon the issuance of
an approval order with respect to the Transaction by the United States District
Court for the Southern District of New York (the "Court") pursuant to the
Purchase Agreement; and
WHEREAS, the Court has issued its final approval order, dated August 28,
1997, which among other matters, approved the Transaction and the Amendments;
NOW THEREFORE, the Partnership Agreement is hereby amended as follows:
1. Section 1 of the Agreement is hereby amended to read in its
entirety as follows:
"1. NAME AND PLACE OF BUSINESS
The name of the Partnership is Patriot Tax Credit Properties
L.P.; its registered office in Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and the name of the Partnership's registered
agent for service of process at that address is The Corporation
Trust Company. Its principal place of business is ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place(s) as the
General Partner may hereafter determine."
2. The definition of "Assignor Limited Partner" in Section 2 of the
Agreement is hereby amended to replace "Prudential-Bache Investor Services II,
Inc." in the first line thereof with "Related Insured BUC$ Associates, Inc."
3. The definition of "Certificate" in Section 2 of the Agreement is
hereby amended to insert "and September 30, 1997" following "June 22, 1989" in
the third line thereof.
4. The definition of "General Partner" in Section 2 of the Agreement
is hereby amended to replace "Prudential-Bache Properties, Inc." in the first
line thereof with "RCC Partners 96, L.L.C."
5. The definition of "Participating Interest in Cash Flow" in
Section 2 of the Agreement is hereby amended to replace "0.5%" in the second
line thereof with ".375%."
6. The definition of "Special Limited Partner" in Section 2 of
the Agreement is hereby amended to replace "P.B. Tax Credit S.L.P." in the first
line thereof with "Independent Tax Credit IV, L.P."
7. Section 9.6 of the Agreement is hereby amended to replace (i)
"one-half" in the ninth line thereof with "one-quarter," (ii) "3%" in the tenth
line thereof with "1.5%" and (iii) "6%" in the last line thereof with "3%."
8. Section 9.7 of the Agreement is hereby amended to replace
"0.5%" in the sixth line thereof with "0.375%."
9. Section 11.4.1(c) of the Agreement as to Profits is hereby
amended to replace "99%" with "99.5%" and to replace "1%" with "0.5%", each in
the first line thereof.
10. Section 11.4.1(d) of the Agreement as to Profits is hereby
amended to replace "99%" with "99.5%" and to replace "1%" with "0.5%", each in
the first line thereof.
11. Section 11.4.1(c) of the Agreement as to Losses is hereby
amended to replace "85%" with "92.5%" and to replace "15%" with "7.5%".
12. Section 11.6(d) of the Agreement is hereby amended to replace
"99%" with "99.5%" and to replace "1%" with "0.5%", each in the first line
thereof.
13. Section 11.6(e) of the Agreement is hereby amended to replace
"99%" with "99.5%" and to replace "1%" with "0.5%", each in the first line
thereof.
14. Section 11.6(h) of the Agreement is hereby amended to replace
"85%" with "92.5%" in the first, third and seventh lines thereof and to replace
"15%" with "7.5%" in the first, fourth, seventh and eleventh lines thereof.
15. Section 11.12 of the Agreement is hereby amended to replace
"0.5%" with "0.375%" in the third and sixteenth lines thereof and to replace
"$5,000" with "$3,750" in the eighth line thereof.
16. Article 15 of the Agreement is hereby amended to insert a new
Section 15.12 as follows:
"15.12 Pre-existing Relationships. Notwithstanding any
provisions in this Agreement to the contrary, any limitations or
restrictions contained in this Agreement with respect to the right
of an Affiliate of the General Partner to provide services to, or
receive compensation from, a Local Partnership in which the
Partnership owns a Local Partnership Interest as of September 30,
1997 shall not apply to RCC Partners 96 L.L.C. or its Affiliates,
provided any such compensation shall not exceed the greater of (i)
the amount being paid to such entity as of September 30, 1997 or
(ii) with respect to any reduced or new services the competitive
rate payable to third parties."
17. Section 16.2.7 of the Agreement is hereby amended to replace
"Section 17.5" with "Section 17.4 or 17.5."
18. Section 17.2 of the Agreement is hereby amended to replace
"Upon" in the first line thereof with "Subject to Section 17.5, upon."
19. Section 17.3 of the Agreement is hereby amended to read in its
entirety as follows:
"17.3 No Voluntary Dissolution or Withdrawal. Until the
dissolution of the Partnership, the General Partner shall not take
any voluntary steps to dissolve itself and shall not voluntarily
withdraw from the Partnership, provided however, that Pru-Bache
Properties shall be permitted to voluntarily withdraw from the
Partnership upon the assignment of its interest in the Partnership
pursuant to Section 17.5."
20. Section 17.4 of the Agreement is hereby amended to insert "and
Section 17.5" at the end of the first sentence thereof.
21. Article 17 of the Agreement is hereby amended to insert a new
Section 17.5 as follows:
3
"17.5 Assignment by Pru-Bache Properties/Admission of
Successor General Partner. Notwithstanding the provisions of Section
17.4, Pru-Bache Properties shall be permitted to assign its interest
in the Partnership without a Majority Vote. The admission of a
successor General Partner to replace Pru-Bache Properties shall not
require a Majority Vote and such successor General Partner shall
succeed to Pru-Bache Properties' interest in the Profits, Losses,
Tax Credits and Distributions of the Partnership for a price
determined by agreement between Pru-Bache Properties and such
successor General Partner."
22. Article 21 of the Agreement is hereby amended to insert a new
Section 21.3 as follows:
"21.3 Survival of Indemnity. Notwithstanding anything to the
contrary in this Agreement, the provisions of this Section 21 shall
survive the withdrawal of a General Partner and any such General
Partner shall be entitled to the benefits of this Section 21 as a
result of any liability, loss or damage incurred by such General
Partner or by the Partnership as a result of any acts or omissions
prior to the withdrawal of such General Partner notwithstanding the
withdrawal of such General Partner. Pru-Bache Properties and its
employees, directors, officers, agents and affiliates agree that the
indemnity provided in this Section 21 shall not permit them to be
indemnified for, and they agree not to make any claim for indemnity
with respect to, any liability, loss, or damage incurred by them in
connection with (i) the class action captioned In re Prudential
Securities Incorporated Limited Partnerships Litigation and (ii) the
consent decree in Securities and Exchange Commission vs. Prudential
Securities Incorporated, ▇▇ ▇▇▇. ▇▇▇▇ (▇.▇.▇.)."
22. Except as provided in this Amendment, the Agreement shall
remain unchanged and in full force and effect.
4
WITHDRAWING GENERAL PARTNER:
PRUDENTIAL-BACHE PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
WITHDRAWING ASSIGNOR LIMITED PARTNER:
PRUDENTIAL-BACHE INVESTOR SERVICES II, INC.
By: /s/ ▇▇▇▇▇ ▇.▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
LIMITED PARTNERS:
All Limited Partners now and hereafter
admitted as limited partners of the
Partnership, pursuant to powers of attorney
now and hereafter granted in favor of the
General Partner:
By: PRUDENTIAL-BACHE PROPERTIES, INC.
ATTORNEY-IN-FACT
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
NEW GENERAL PARTNER
RCC PARTNERS 96, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Member
5
NEW ASSIGNOR LIMITED PARTNER
RELATED INSURED BUC$ ASSOCIATES, INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
President
6
