FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
BYHALIA ESTATES, L.P.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Byhalia Estates, L.P., a Mississippi limited partnership (the
"First Amendment") is being entered into as of the date written below by and
between SEMC, Inc., as the general partner (the "General Partner"), and WNC
Housing Tax Credit Fund VI, L.P., Series 9, 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, Byhalia Estates, L.P., a Mississippi limited partnership (the
"Partnership") recorded a certificate of limited partnership with the
Mississippi Secretary of State. On June 5, 1998, a partnership agreement was
entered into by and between the General Partner and ▇▇▇▇▇▇▇ ▇▇▇▇▇ as the
original limited partner (the "Original Partnership Agreement").
WHEREAS, on November 8, 2001, 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 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 agrees to liquidate its interest in the
Partnership and to have no further rights, title or interest in the Partnership
and the Partnership agrees to accept the liquidated interest of WNC Holding.
WHEREAS, the General Partner agrees to allow WNC Housing Tax Credit
Fund VI, L.P., Series 9 to accept all the rights, title, interest and
obligations of the limited partner as specified in the Amended and Restated
Partnership Agreement and WNC Housing Tax Credit Fund VI, L.P., Series 9 agrees
to become the limited partner and 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 1.53 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 1.53 "Limited Partner" shall mean and WNC Housing Tax Credit
Fund VI, L.P., Series 9, a California limited partnership, and such other
Persons as are admitted to the Partnership as additional or Substitute Limited
Partners pursuant to this Agreement.
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.
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Byhalia Estates, L.P., a Mississippi limited
partnership, is made and entered into as of April 1, 2002.
GENERAL PARTNER
Semc, Inc.
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
LIMITED PARTNER
WNC Housing Tax Credit Fund VI, L.P., Series 9
By: WNC & Associates, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
Signatures continued on next page...
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SPECIAL LIMITED PARTNER
WNC Housing, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
WITHDRAWING LIMITED PARTNER
WNC Holding, LLC
By: WNC & Associates, Inc.,
Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
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