FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT



Exhibit
10.9

 

FIRST
AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT

This
First Amendment to Assignment and Assumption Agreement (the "Amendment")
is
made
and entered into as of January 31, 2010 (the "Effective
Date"), by
and among Investment Concepts,
Inc., a California corporation, National Tax Credit, Inc. II, a California
corporation, National
Tax Credit Investors II, a California limited partnership, and GAC Realty
Advisors, LP,
a
Nevada limited partnership (each, a "Party" and any two or more, as the context
requires, collectively,
the "Parties"),
with
reference to the following:

A.                                  
The
Parties entered into that certain Assignment and Assumption Agreement,
dated
as of September 8, 2009 (the "Agreement"),
and
under the terms of the Agreement, the closing
of the transactions contemplated thereunder was to occur in no event later than
January
31, 2010 (the "Initial
Closing Date").

B.                                  
The
Parties desires to modify the Agreement to extend the Initial Closing Date as
herein
provided.

NOW
THEREFORE, in consideration of the mutual promises and for such other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

1.                
Capitalized
terms used herein have the same meanings as set forth in the Agreement,
unless specifically defined herein.

2.                
The
Closing Date is extended until March 1, 2010.

3.                
This
Amendment constitutes the sole agreement of the Parties with respect to
the
matters herein, all prior oral or written agreements being merged
herein.

4.                
This
Amendment may be signed in any number of counterparts, each of which shall be an
original for all purposes, but all of which taken together shall constitute only
one agreement.

Except
as set forth above, all of the terms and conditions of the Agreement remain
unmodified
and in full force and effect.

[Signature
on following page(s)]




           
IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the
Effective Date.

 

CO-GENERAL
PARTNER:                                 
INVESTMENT CONCEPTS, INC.,

                                                                       
a California corporation

 

                                                                       
By  /s/George Chami

                                                                             
Name:  George Chami

                                                                             
Title:  President

 

 

ASSIGNEE:                                                     
GAC REALTY ADVISORS, LP,

                                                                       
a Nevada corporation,

 

                                                                       
By     First Advisors Mortgage Corp.,

                                                                                
a Nevada corporation,

                                                                                
General Partner

 

                                                                                
By     /s/George Chami

                                                                                         
Name:  George Chami

                                                                             
            Title: 
President

 

ASSIGNOR:                                                     
NATIONAL TAX CREDIT, INC., II,

                                                                       
a California corporation

 

                                                                       
By  /s/Derik J. Hart

                                                                             
Name:  Derik J. Hart

                                                                             
Title:  Senior Vice President

 

                                                                       
NATIONAL TAX CREDIT INVESTORS II,

                                                                       
a California corporation,

                                                                       
General Partner

 

                                                                       
By     National Partnership Investments Corp.,

                                                                                
a California corporation,

                                                                                
General Partner

 

                                                                                
By     /s/Derik J. Hart

                                                                                         
Name:  Derik J. Hart

                                                                                         
Title:  Senior Vice President