<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>nat6s9mcphersonamd1.txt
<DESCRIPTION>AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT
<TEXT>
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
MCPHERSON HOUSING ASSOCIATES LIMITED PARTNERSHIP
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of McPherson Housing Associates Limited Partnership, a Kansas
limited partnership (the "First Amendment") is being entered into as of the date
written below by and between ERC Partners of Kansas, LLC, a Kansas limited
liability company as the general partner (the "General Partner"), WNC
Institutional Tax Credit Fund XIV, L.P. 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
ERC Properties, Inc. as the withdrawing general partner (the "Withdrawing
General 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, McPherson Housing Associates Limited Partnership, a Kansas
limited partnership (the "Partnership") recorded a certificate of limited
partnership with the Kansas Secretary of State on February 9, 2000. A
partnership agreement dated February 10, 2000 was entered into by and between
the General Partner and the Original Limited Partner (the "Original Partnership
Agreement"). An Amended Certificate of Limited Partnership dated October 1, 2001
admitted ERC Partners of Kansas, LLC as the General Partner.
WHEREAS, on September 1, 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 Housing, L.P., the Special
Limited Partner, and WNC Holding as the Class A 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 Institutional Tax
Credit Fund XIV, L.P. to convert its Class A Special Limited Partner interest
into the Limited Partner interest in the Partnership and accept all the rights,
title, interest and obligations of the limited partner as specified in the
Amended and Restated Partnership Agreement and WNC Institutional Tax Credit Fund
XIV, L.P. agrees to become the limited partner and be bound by the terms and
conditions specified in the Amended and Restated Partnership Agreement.
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<PAGE>
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 1.36 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 1.36 "General Partner(s)" shall mean ERC Partners of Kansas,
LLC, and such other Persons as are admitted to the Partnership as additional or
substitute General Partners pursuant to this Agreement. If there is more than
one General Partner of the Partnership, the term "General Partner" shall be
deemed to collectively refer to such General Partners or individually may mean
any General Partner as the context dictates.
Section 1.49 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:
Section 1.49 "Limited Partner" shall mean WNC Institutional Tax Credit
Fund XIV, 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: ERC Partners of Kansas, LLC
815 Fort Street
Barling, AR 72923
To the Limited Partner: WNC Institutional Tax Credit Fund XIV, L.P.
c/o WNC & Associates, Inc.
3158 Redhill Ave., Suite 120
Costa Mesa, CA 92626-3416
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To the Special
Limited Partner: WNC Housing, L.P.
3158 Redhill Ave., Suite 120
Costa Mesa, CA 92626-3416
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.
[Signatures begin on following page]
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<PAGE>
IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of McPherson Housing Associates Limited
Partnership, a Kansas limited partnership, is made and entered into as of
October 9, 2001.
GENERAL PARTNER
ERC Partners of Kansas, LLC
By: /s/ ROD COLEMAN
Rod Coleman,
Manager
WITHDRAWING GENERAL PARTNER
ERC Properties, Inc.
By: /s/ ROD COLEMAN
Rod Coleman,
President
WITHDRAWING LIMITED PARTNER
WNC Holding, LLC
By: WNC & Associates, Inc.
Managing Member
By: /s/ DAVID N. SHAFER
David N. Shafer,
Executive Vice President
Signatures continue on next page...
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<PAGE>
LIMITED PARTNER
WNC Institutional Tax Credit Fund XIV, L.P.
By: WNC Advisors, LLC
General Partner
By: WNC & Associates, Inc.
Managing Member
By: /s/ DAVID N. SHAFER
David N. Shafer,
Executive Vice President
SPECIAL LIMITED PARTNER
WNC Housing, L.P.
By: WNC & Associates, Inc.,
General Partner
By: /s/ DAVID N. SHAFER
David N. Shafer,
Executive Vice President
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</DOCUMENT>