XXXXXXX ASSOCIATES LIMITED PARTNERSHIP
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
AND CERTIFICATE OF LIMITED PARTNERSHIP
AND CERTIFICATION & AGREEMENT
DATED NOVEMBER 1, 1995
Reference is made to the Second Amended and Restated Agreement
of Limited Partnership of Xxxxxxx Associates Limited Partnership, a
Nevada limited partnership (the "Partnership"), dated as of November
1, 1995, as amended by a First Amendment dated _______ __, 1996 (as so
amended the "Partnership Agreement") and the Certification & Agreement
of even date, as amended by said First Amendment, also pertaining to
the Partnership. All capitalized terms not herein defined shall have
the meanings attributed to them in the Partnership Agreement.
WHEREAS, upon the Admission Date, as defined in the Partnership
Agreement, the Partnership had received a reservation of Tax Credits
in the annual amount of $44,474; and
WHEREAS, subsequent to the execution of the Partnership
Agreement, the Partnership revised reservation of Tax Credits from the
Authority in the annual amount of $55,974; and
WHEREAS, the Partners wish to amend the Partnership Agreement
and Certification & Agreement to account for the influx of additional
Tax Credit;
NOW THEREFORE, the Partnership Agreement is hereby amended, nunc
pro tunc, in the following particulars:
PARTNERSHIP AGREEMENT
1. At page 10, the definition of Projected Credit to the
Investment Limited Partner is stricken in its entirety and replaced
with the following:
"Projected Credit to the Investment Limited Partner means
$34,673 for 1996; $55,414 per annum for the years 1997 through 2005
(inclusive); and $20,741 for 2006; provided, how ever, that the
Projected Credit for 2006 shall be reduced by the amount, if any, by
which the Actual Credit for 1996 exceeds $34,673."
2. At pages 16 and 17, at the definitions for State
Designation and Tax Credit Set-Aside, "$55,974" shall be substituted
for $44,474.
3. At page 24, at Section 5.1(1)(1), "$212,536" shall be
substituted for $174,282, at Section 5.1(a)(2), "$75,310" shall be
substituted for $61,641, at Section 5.1(a)(3), "$31,738" shall be
substituted for $25,821, and at Section 5.1(a)(4), "$31,736" shall be
substituted for $25,820. Additionally, at page 24, "State
Designation" shall be deleted as a requirement to payment of the
Second Installment and added as a condition to payment of the Third
Installment.
4. At page 39, Section 6.6(13) is deleted in its entirety and
replaced with the following:
(13) The amount of Tax Credit which is expected to be allocated
by the Partnership to the Investment Limited Partner is $34,673 for
1996; $55,414 per annum for each of the years 1997 through 2005
(inclusive); $20,741 for 2006.
5. At page 46, the amount of the development fee payable at
Section 6.12(b) is increased by substituting "$310,320" for $246,564.
The amount of the development payable from the proceeds of the first
installment is increased by substituting "$161,536" for $123,282. The
amount of the development payable from the proceeds of the second
installment is increased by substituting "$75,310" for $61,641. The
amount of development fee payable from the proceeds of the third
installment is increased by substituting "$31,738" for $25,821. The
amount of development fee payable from the proceeds of the Fourth
Installment is increased by substituting "$31,737" for $25,820.
6. At Schedule A, the total expected capital contribution of
the Investment Limited Partner is increased by substituting "$361,320"
for $297,564.
7. It is the intention of the parties that these amendments
be effective immediately.
8. In all other respects, the Partnership Agreement is hereby
ratified and confirmed.
CERTIFICATION & AGREEMENT
1. At Schedule A of the Certification & Agreement, the
following revisions are hereby agreed upon:
(a) Item #9 Projected Credit to the
Investment Partnership (99%)
A. $34,673 for 1996;
B. $55,414 for each of the years 1997 through 2005; and
C. $20,741 for 2006 (provided, however, that the projected credit
for 2006 shall be reduced by the amount, if any, by which the Actual
Credit for 1996 exceeds $34,673.
(b) Item #10 - Total Projected Credit to the Operating
Partnership (100%)
A. $35,023 for 1996;
B. $55,974 for each of the years 1997 through 2005; and
C. $20,951 for 2006 (provided, however, that the projected credit
for 2006 shall be reduced by the amount, if any, by which the Actual
Credit for 1996 exceeds $35,023.
(c) Item #21 - $361,320
(d) Item #22
A. $212,536
B. $75,310
C. $31,738
D. $31,736
(e) Item #23 - Construction & Development Fee:
$300,320
2. In all other respects, the Certification & Agreement is
hereby ratified and confirmed
WITNESS the execution hereof under seal as of the _____ day of
__________, 1996.
GENERAL PARTNERS:
/S/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
INVESTMENT LIMITED PARTNER:
BOSTON CAPITAL TAX CREDIT
FUND IV, L.P.,
a Delaware limited partnership
By:
C & M Associates d/b/a
Boston Capital Associates,
its general partner
By: /s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx,
Attorney-in-Fact for
Xxxx X. Xxxxxxx,
a general partner
SPECIAL LIMITED PARTNER:
BCTC 94, INC.
By: /s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx,
Attorney-in-Fact for
Xxxx X. Xxxxxxx,
Its President
STATE OF NEVADA )
) ss.
COUNTY OF ELKO )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxx X. Xxxxxxx
who, being duly sworn, acknowledged that he did sign the foregoing
instrument individually, that the statements therein contained are
true and that the same is the free act and deed of said Xxxxx X.
Xxxxxxx.
WITNESS my hand and official seal this ______ day of _________,
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
STATE OF NEVADA )
) ss.
COUNTY OF ELKO )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxx X. Xxxxxxx
who, being duly sworn, acknowledged that she did sign the foregoing
instrument individually, that the statements therein contained are
true and that the same is the free act and deed of said Xxxxx X.
Xxxxxxx.
WITNESS my hand and official seal this ______ day of _________,
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned Notary Public in and for said County
and Commonwealth, personally appeared the above-named Xxxxxx Xxxx Xxx,
Attorney-in-Fact for Xxxx X. Xxxxxxx, known to me to be a general
partner of C & M Associates, which is the general partner of Boston
Capital Tax Credit Fund IV, L.P., who, being duly sworn, acknowledged
that she did sign the foregoing instrument, that the statements
therein contained are true and that the same is the duly authorized
free act and deed of Boston Capital Tax Credit Fund IV, L.P..
WITNESS my hand and official seal this ______ day of _________,
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned Notary Public in and for said county
and commonwealth, personally appeared the above-named Xxxxxx Xxxx Xxx,
Attorney-in-Fact for Xxxx X. Xxxxxxx, known to me to be the President
of BCTC 94, Inc., who, being duly sworn, acknowledged that she did
sign the foregoing instrument and that the same is the duly authorized
free act and deed of BCTC 94, Inc.
WITNESS my hand and official seal this ___ day of _____________
1996.
Notary Public
_________________________
Name (Printed)
My Commission Expires:
My County of Residence:
16496_1
