FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
FDI-SHADY OAKS, LTD.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of FDI-Shady Oaks, Ltd., a Texas limited partnership (the "First
Amendment") is being entered into as of the date written below by and between
Fieser Holdings, Inc. as the general partner (the "General Partner"), WNC
Housing Tax Credit Fund VI, L.P. Series 12, a California limited partnership as
the limited partner (the "Limited Partner"), WNC Housing, L.P., a California
limited partnership as the special limited partner (the "Special Limited
Partner") and WNC Holding LLC, a California limited liability company as the
withdrawing limited partner ("WNC Holding"). The General Partner, Limited
Partner, Special Limited Partner and WNC Holding may collectively be referred to
as the Partners or may individually be referred to as a Partner.
RECITALS
WHEREAS, a partnership agreement dated August 20, 2004 was entered into by
and between Fieser Holdings, Inc. as the general partner (the "Initial General
Partner), and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the limited partner (the "Initial Limited
Partner") (the "Original Partnership Agreement"). A Certificate of Limited
Partnership was filed with the Texas Secretary of State on August 25, 2004.
WHEREAS, on June 3, 2005, the Original Partnership Agreement was amended
and restated to provide, in part, for the withdrawal of the original limited
partner, and for the admission of WNC Holding as the limited partner and the
Special Limited Partner (the "Amended and Restated Partnership Agreement"). Any
capitalized terms not defined in this First Amendment shall have the meaning
ascribed in the Amended and Restated Partnership Agreement.
WHEREAS, WNC Holding hereby agrees to withdraw as a limited partner in the
Partnership and to have no further rights, title or interest in the Partnership
and the Partnership agrees to permit the withdrawal of WNC Holding.
WHEREAS, the General Partner and the Special Limited Partner agree to admit
WNC Housing Tax Credit Fund VI, L.P. Series 12 as the limited partner in the
Partnership in exchange for its agreement to contribute capital to the
Partnership and WNC Housing Tax Credit Fund VI, L.P. Series 12 agrees to accept
all the rights, title, interest and obligations of the limited partner specified
in the Amended and Restated Partnership Agreement and to be bound by the terms
and conditions specified in the Amended and Restated Partnership Agreement.
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:
Section 1.51 of the Amended and Restated Partnership Agreement is amended
in its entirety to provide:
Section 1.51 "Limited Partner" shall mean WNC Housing Tax Credit Fund VI,
L.P. Series 12, 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 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 17.3 Notices.
Any notice given pursuant to this Agreement may be served personally on the
Partner to be notified, or may be sent by overnight courier, or may be mailed,
first class postage prepaid, or by certified mail, to the following address, or
to such other address as a party may from time to time designate in writing:
To the General Partner: Fieser Holdings, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
To the Limited Partner: WNC Housing Tax Credit Fund VI, L.P.
Series 12
c/o WNC & Associates, Inc.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
To the Special Limited Partner: WNC Housing, L.P.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
All references to WNC Holding, LLC in the Related Agreements are amended to
refer to WNC Housing Tax Credit Fund VI, L.P. Series 12, a California limited
partnership, the Limited Partner.
The Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Amended and Restated Partnership
Agreement amended only as specifically set forth herein.
[Signatures begin on next page]
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of FDI-Shady Oaks, Ltd., a Texas limited
partnership, is made and entered into as of June 27, 2005.
GENERAL PARTNER:
FIESER HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
WITHDRAWING LIMITED PARTNER:
WNC HOLDING, LLC,
By: WNC & Associates, Inc.
Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
LIMITED PARTNER:
WNC HOUSING TAX CREDIT FUND VI, L.P.
SERIES 12
By: WNC & Associates, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
SPECIAL LIMITED PARTNER:
WNC HOUSING, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President