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
Thomas L. Green 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
