SECOND AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
BRIGHTON RIDGE APARTMENTS, L.P.
This Second Amendment to the Amended and Restated Agreement of Limited
Partnership of Brighton Ridge Apartments, L.P., a South Carolina limited
partnership (the "Second Amendment") is being entered into as of the date
written below by and between The Piedmont Foundation of South ▇▇▇▇▇▇▇▇, Inc., a
South Carolina non-profit corporation as the general partner (the "General
Partner"), WNC Housing Tax Credit Fund VI, L.P., Series 6, a California limited
partnership as the limited partner (the "Limited Partner"), WNC Housing, L.P., a
California limited partnership as the special limited partner class "A" (the
"SLP Class A") and The Piedmont Foundation Inc., a Georgia non-profit
corporation as the special limited partner class "B" (the "SLP Class B"). The
General Partner, Limited Partner and Special Limited Partners may collectively
be referred to as the Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, on May 19, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Limited Partnership (the "Partnership") recorded a certificate of limited
partnership with South Carolina Secretary of State.
WHEREAS, on May 19, 1997, a partnership agreement was entered into by and
between the General Partner and Lauren Development Partners, LLC as the original
limited partner (the "Original Partnership Agreement").
WHEREAS, on July 20, 1998, the Original Partnership Agreement was amended
and restated to provide, in part, for the withdrawl of the original limited
partners and for the admission of WNC Institutional Tax Credit Fund VI, L.P., a
California limited partnership as the limited partner and the Special Limited
Partners (the "Amended and Restated Partnership Agreement"). Any capitalized
terms not defined in this Second Amendment shall have the meaning ascribed in
the Amended and Restated Partnership Agreement.
WHEREAS, on October 29, 1998 WNC Institutional Tax Credit Fund VI, L.P., a
California limited partnership withdrew as the limited partner.
NOW THEREFORE, in consideration of the foregoing Recitals, which are a part
of this Amendment, and the mutual promises, covenants and undertakings herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partners do hereby agree to
amend, in part, the Amended and Restated Partnership Agreement as follows:
1
Section 1.42 is amended in its entirety to provide as follows:
Section 1.42 "Limited Partner" shall mean WNC Housing Tax Credit Fund VI,
L.P., Series 6, a California limited partnership, and such other Persons as are
admitted to the Partnership as additional or Substitute Limited Partners
pursuant to this Agreement.
Section 17.3 is amended in its entirety to provide as follows:
Section 17.3 Notices. Any notice given pursuant to this Agreement may be
served personally on the Partner to be notified, or may be mailed, Second class
postage prepaid, to the following address, or to such other address as a party
may from time to time designate in writing:
To the General Partner: The Piedmont Foundation of South Carolina,
Inc., a South Carolina non-profit corporation
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
To the Limited Partner: WNC Housing Tax Credit Fund VI, L.P.,
Series 6
c/o WNC & Associates, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
To the SLP Class A: WNC Housing, L.P.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
To the SLP Class B: The Piedmont Foundation Inc., a Georgia
non-profit corporation
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
By this Second Amendment all references to Limited Partner in the Amended
and Restated Agreement shall refer to WNC Housing Tax Credit Fund VI, L.P.,
Series 6.
The Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Amended and Restated Agreement amended
only as specifically set forth herein.
2
IN WITNESS THEREOF, this Second Amendment to the Amended and Restated
Agreement of Limited Partnership of Brighton Ridge Apartments, L.P., a South
Carolina limited partnership, is made and entered into as of October 29, 1998.
GENERAL PARTNER
The Piedmont Foundation of South Carolina,
Inc., a South Carolina non-profit corporation
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
President
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, L.P., Series 6
By: WNC & Associates, Inc.
General Partner
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Senior Vice President
SLP CLASS A
WNC Housing, L.P.
By: WNC & Associates, Inc.
General Partner
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Senior Vice President
SLP CLASS B
The Piedmont Foundation, Inc., Georgia
non-profit corporation
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
3
