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 Patricia A. Fieser 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
