FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
CHICKASHA VILLA, LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Chickasha Villa, Limited Partnership, an Oklahoma limited
partnership (the "First Amendment") is being entered into as of the date written
below by and between Green Companies Development Group, Inc. an Oklahoma
corporation as the general partner (the "General Partner"), WNC Housing Tax
Credit Fund VI Series 12, L.P., 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, Chickasha Villa, Limited Partnership, a Oklahoma limited
partnership (the "Partnership") recorded a certificate of limited partnership
with the Oklahoma Secretary of State on May 22, 2003. A partnership agreement
dated May 15, 2003 was entered into by and between the General Partner and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the limited partner whose interest was assigned to Arzon
Development Company, LLC (the "Original Limited Partner") on May 3, 2004 (the
"Original Partnership Agreement").
WHEREAS, on October 13, 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 Series 12, L.P. 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 Series 12, L.P. 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:
The definition of "Limited Partner" in Article I of the Amended and Restated
Partnership Agreement is amended in its entirety to provide:
"Limited Partner" shall mean WNC Housing Tax Credit Fund VI Series 12,
L.P.; 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Green Companies Development Group,
Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To the Limited Partner: WNC Housing Tax Credit Fund VI
Series 12, L.P.
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 Series 12, L.P., 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.
[Signature begin on following page]
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Chickasha Villa, Limited Partnership, an
Oklahoma limited partnership, is made and entered into as of October 15, 2005.
GENERAL PARTNER:
GREEN COMPANIES DEVELOPMENT
GROUP, INC.
By: ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ Family Limited
Partnership, its sole shareholder
By: Green Properties, Inc., its general
partner
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 SERIES 12,
L.P.
By: WNC & Associates, Inc.
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
Signatures continue on the next page...
SPECIAL LIMITED PARTNER
WNC HOUSING, L.P.
By: WNC & Associates, Inc.
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
