FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
SYDNEY ENGEL ASSOCIATES
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership ("First Amendment") of SYDNEY ENGEL ASSOCIATES is made and
entered into as of the 24th day of March, 1997, by and among the undersigned
parties.
WHEREAS, as of June 1, 1990, THE ENGEL GROUP, INC., a New York
corporation with an office at 124 Atlantic Avenue, Lynbrook, New York 11563
("Engel"), THE RICHMAN GROUP, INC., a Delaware corporation with an office at 599
West Putnam Avenue, Greenwich, Connecticut 06830 ("Richman") and TWIN CASTLE
GROUP INC., a New York corporation with an office at 550 Brush Avenue, Bronx,
New York 10465 ("Twin Castle") (Engel, Richman and Twin Castle sometimes
hereinafter being referred to collectively as the "General Partners" or
individually as a "General Partner") and AMERICAN TAX CREDIT PROPERTIES III
L.P., a Delaware limited partnership with an office c/o Richman ("Limited
Partner") entered into the Second Amended and Restated Agreement of Limited
Partnership (the "Agreement") of Sydney Engel Associates (the "Partnership");
and
WHEREAS, the parties now desire to enter into this First Amendment to
(i) continue the Partnership, (ii) amend the address of the Principal Executive
Offices and the Agent for Service of Process and (iii) authorize the filing of a
Certificate of Adoption and Certificate of Amendment with the New York State
Department of State in accordance with Article 8-A of the Partnership Law of the
State of New York (the "Revised Act").
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to continue the
Partnership pursuant to the Revised Act, as set forth in this First Amendment,
as follows:
1. All initially capitalized terms shall have the meanings ascribed to
them in the Agreement, unless otherwise provided herein. This Agreement may be
signed in counterparts.
2. The undersigned hereby continue the Partnership as a limited
partnership under the Revised Act.
3. Upon the execution of the First Amendment by the parties hereto, the
Managing General Partner shall take all actions necessary and appropriate to
assure the prompt filing of a Certificate of Adoption and a Certificate of
Amendment pursuant, respectively, to Sections 121-1202 and 121-202 of the
Revised Act in the form annexed hereto as Exhibit "A", together with such other
documents as may be required by the Revised Act. All fees for the filing shall
be paid out of the Partnership's assets.
4. Section 1.02 of the Agreement is amended to read as follows:
"Name. The name of the Partnership is SYDNEY ENGEL ASSOCIATES L.P."
5. Section 1.03 of the Agreement is amended to provide that the
principal executive office of the Partnership shall remain c/o
The Engel Group, Inc., but at the following address: 124 Atlantic Avenue,
Lynbrook, New York 11563.
6. The execution of this First Amendment by the Limited Partner
constitutes its consent to the amendment of the Agreement pursuant to Article
XIV thereof.
IN WITNESS WHEREOF, the parties have affixed their signatures to this
First Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Sydney Engel Associates L.P. as of the date first above written.
GENERAL PARTNERS:
ATTEST/WITNESS: THE ENGEL GROUP, INC.
/s/ Michael S. Weiss By: /s/ Sydney Engel
Sydney Engel, President
ATTEST/WITNESS: THE RICHMAN GROUP, INC.
/s/ Ann H. McGuire By: /s/ Richard P. Richman
Richard P. Richman, President
ATTEST/WITNESS: TWIN CASTLE GROUP, INC.
/s/ Vincent Anzalone By: /s/ Michael Contillo
Michael Contillo, President
LIMITED PARTNER:
AMERICAN TAX CREDIT PROPERTIES III L.P.
By: Richman Tax Credit Properties III L.P., its
general partner
ATTEST/WITNESS: By: Richman Housing Credits Inc., its general partner
/s/ Mary K. Holzer By: /s/ David Salzman
David Salzman, Vice President
STATE OF NEW YORK )
) SS.:
COUNTY OF NASSAU )
On this 15th day of April, 1997, before me personally came Sydney Engel,
to me known, who being by me duly sworn, did depose and say that he resides at
206 Albon Road, Hewlett, New York ; that he is the President of THE ENGEL GROUP,
INC., the corporation described in and which executed the foregoing instrument;
and that he signed his name thereto by order of the board of directors of said
corporation.
/s/ Michael S. Weiss
Notary Public
STATE OF CONNECTICUT )
) SS.: Greenwich
COUNTY OF Fairfield)
On this 18th day of April, 1997, before me personally came Richard P.
Richman to me known, who being by me duly sworn, did depose and say that he
resides at 7 Dwight Lane, Greenwich, Ct., 06831; that he is the President of THE
RICHMAN GROUP, INC., the corporation described in and which executed the
foregoing instrument; and that he signed his name thereto by order of the board
of directors of said corporation.
/s/ Mary K. Holzer
Notary Public
STATE OF NEW YORK )
) SS.:
COUNTY OF BRONX )
On this 14th day of March, 1997, before me personally came MICHAEL
CONTILLO, to me known, who being by me duly sworn, did depose and say that he
resides at 550 Brush Avenue, Bronx, New York; that he is the President of TWIN
CASTLE GROUP, INC., the corporation described in and which executed the
foregoing instrument; and that he signed his name thereto by order of the board
of directors of said corporation.
/s/ Vincent Anzalone
Notary Public
STATE OF CONN.)
) SS.: Greenwich
COUNTY OF FAIRFIELD)
On this 18th day of April, 1997, before me personally came DAVID
SALZMAN, to me known, who being by me duly sworn, did depose and say that he
resides at 12 Varian Lane, Scarsdale, New York, 10583; that he is the
Vice-President of RICHMAN HOUSING CREDITS INC., the corporation described in and
which executed the foregoing instrument; which corporation is the general
partner of Richman Tax Credit Properties III L.P., the general partner of
AMERICAN TAX CREDIT PROPERTIES III L.P., the limited partnership which executed
the foregoing instrument; that the execution of the instrument by AMERICAN TAX
CREDIT PROPERTIES III L.P. was duly authorized according to the Limited
Partnership Agreement; that RICHMAN HOUSING CREDITS INC., the general partner of
its general partner, executed the instrument on behalf of the limited
partnership pursuant to said authorization and that he signed his name thereto
by order of the board of directors of said corporation.
/s/ Ann H. McGuire
Notary Public