PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 5th, 2012 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • New Jersey
This Pledge and Security Agreement (this “Agreement”) is made and entered into as of December 23, 2011 by and between Howell Countryside, Inc., a New Jersey corporation (“Howell”), and HCI Properties LLC, a New Jersey limited liability company (“HCI”), each of which has a principal business address at Laurel Oak Corporate Center, 1103 Laurel Oak Road, Suite 105B, Voorhees, NJ 08043 (each of the foregoing is hereinafter individually and collectively referred to as “Pledgor”), and National Tax Credit Investors II, a California limited partnership, whose address is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF COUNTRYSIDE NORTH AMERICAN PARTNERS, L.P.Certificate and Agreement • January 5th, 2012 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors
This First Amendment to Amended and Restated Certificate and Agreement of Limited Partnership (the “Amendment”), effective as of December 23, 2011 (the “Effective Date”), is entered into by Howell Countryside, Inc., a New Jersey corporation (the “Operating General Partner”); National Tax Credit, Inc II, a California corporation (the “Administrative General Partner”); National Tax Credit Investors II a California limited partnership (the “Withdrawing Partner”); and HCI Properties LLC, a New Jersey limited liability company (the “Incoming Partner”) (each of the foregoing is hereinafter sometimes referred to as a “Party” and any two or more, as the context requires, are hereinafter sometimes referred to as the “Parties”), with reference to the following facts:
SECURED PROMISSORY NOTENational Tax Credit Investors Ii • January 5th, 2012 • Real estate operators (no developers) & lessors • New Jersey
FOR VALUE RECEIVED, Howell Countryside, Inc., a New Jersey corporation, a HCI Properties, LLC, a New Jersey limited liability company, and A.A.H. Management Company, Inc., a New Jersey corporation (individually and collectively, and together with such parties’ respective successors and assigns, “Borrower”) promise to pay to the order of National Tax Credit Investors II, a California limited partnership (together with its successors and assigns, “Lender”), the principal sum of THREE MILLION FIVE HUNDRED FIFTY THOUSAND AND 00/100 Dollars (US $3,550,000.00), with interest on the unpaid principal balance, as hereinafter provided.
