SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
XXXXXX XXXXX ASSOCIATES L.P.
This Second 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 21st 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 ("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 (the "Limited
Partner") entered into the Second Amended and Restated Agreement of Limited
Partnership (the "Agreement") of Xxxxxx Xxxxx Associates L.P. (the
"Partnership"); and
WHEREAS, as of March 24, 1997, the 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, the parties now desire to enter into this Second Amendment to
(i) continue the Partnership, (ii) effect the withdrawal of Twin Castle as a
General Partner and the transfer of its interest to the Partnership, (iii)
reassign the interests of the Partners, and (iv) authorize the filing of a
Certificate reflecting the withdrawal with the New York State Department of
State.
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 Second 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. Upon the execution of the Second Amendment by the parties hereto, the
Managing General Partner shall take all actions necessary and appropriate to
assure compliance with Section 121-202 of the Revised Act reflecting the
withdrawal of Twin Castle. All fees for the filing shall be paid out of the
Partnership's assets.
3. Article II of the Agreement is amended to delete "TWIN CASTLE GROUP,
INC." from the definition of "General Partners".
4. (a) Schedule A of the Agreement is amended to reflect the
withdrawal of Twin Castle as a General Partner and the transfer of its
interest to the Partnership. Upon such withdrawal and transfer, the interests
of Xxxxx and Xxxxxxx in the Partnership shall be:
Xxxxx 2/3%
Richman 1/3%
The Interest of the Limited Partner shall remain 99%.
(b) The parties confirm that the withdrawal of Twin Castle and
the transfer of its Interest have been accomplished in accordance with the
provisions of Section 6.01 of the Agreement. The parties further confirm and
ratify Section 6.01(b) of the Agreement, which provides that:
"In the event that a General Partner withdraws from the
Partnership or sells transfers of assigns his or its entire Interest in
compliance with Section 6.01(a), he or it shall be and shall remain liable for
all obligations and liabilities incurred by him or it as General Partner before
such withdrawal, sale, transfer or assignment shall have become effective, but
shall be free of any obligation or liability incurred on account of the
activities of the Partnership from and after the time such withdrawal, sale,
transfer or assignment shall have become effective."
(c) The execution of this Second Amendment by the Limited Partner
constitutes its consent to the withdrawal described herein and to the amendment
of the Agreement pursuant to Article XIV thereof.
5. The withdrawal of Twin Castle from the Partnership also constitutes
its disclaimer and renunciation of any further fees, profits or other payments
arising out of or pertaining to the Partnership and/or the Project, including
but not limited to, the Partnership Administration Services Agreement by and
among Xxxxx, Xxxxxxx and Twin Castle and the Development Agreement by and among
Xxxxxx Xxxxx, Xxxxxxx X.
Xxxxxxx and Xxxxxxx Xxxxxxxx, both dated June 1, 1990.
IN WITNESS WHEREOF, the parties have affixed their signatures to this
Second 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
Sydney EngelPresident
ATTEST/WITNESS: THE XXXXXXX GROUP, INC.
/s/ Xxx X. XxXxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
WITHDRAWING GENERAL PARTNER:
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 day of April, 1997, before me personally came XXXXXXX XXXXXXXX,
to me known, who being by me duly sworn, did depose and say that he resides at
New York; 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.
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, 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/ Xxx X. XxXxxxx
Notary Public