CONTRACT FOR PURCHASE AND SALE OF PARTNERSHIP INTERESTS



Exhibit
10.7

 

 

CONTRACT
FOR PURCHASE AND SALE OF PARTNERSHIP INTERESTS

This
Contract for Purchase and Sale of Partnership Interests (the “Contract”)
is made and entered
into as of November 17, 2009 (the “Effective Date”), by and between
National Tax Credit, Inc.
II, a California corporation (the “General Partner”); National Tax Credit
Investors II, a California
limited partnership (the “Limited Partner” and together with the General
Partner, collectively, “Sellers” and, individually, each a
“Seller”); and Oswald Investments, L.C., an Iowa limited liability company, or its
assign (“GP Purchaser”); and Ted Oswald, individually or his assigns (“LP Purchaser” and together with
GP Purchaser, collectively, “Purchaser”).

RECITALS

A.                 
Columbus
Junction Park, Limited Partnership, an Iowalimited
partnership (the “Partnership”).
owns the real property located in Louisa County, Iowa, known and described as
the
Columbus Junction Park Apartments complex, and more specifically described in
the legal description
attached hereto as Exhibit “A,” together with any and all easements,
rights-of-way, privileges,
benefits, contract rights, development rights, permits, licenses or approvals,
improvements,
or appurtenances arising from, pertaining to or associated with said real
property (collectively,
the “Property”). Property also includes all of the Partnership’s rights,
if any, in and to the name
"Columbus Junction Park” as it relates solely to use in connection with the
Property (and not
with respect to any other property owned or managed by the Partnership, the
Partnership’s
property manager ("Property Manager"), Apartment Investment and
Management
Company ("AIMCO"), or their respective affiliates). Property also
includes all receivables,
cash or other funds, whether in petty cash or house "banks," or on deposit in
bank accounts or in transit for deposit, but does not include any right, title
or interest in or to all words, phrases,
slogans, materials, software, proprietary systems, trade secrets, proprietary
information
and lists, and other intellectual property owned or used by the Property Manager
or AIMCO in the
marketing, operation or use of the Property (or in the marketing, operation or
use of any
other properties managed by the Property Manager or owned by AIMCO or an
affiliate of either
Property Manager or AIMCO.

B.                
The General
Partner owns all of the general partner limited partnership interests of the
Partnership (the “GP Interest”) and the Limited Partner owns all of the
limited partner limited
partnership interests of the Partnership (the “LP Interest” and together
with the GP Interest,
collectively, the “Interests”).

C.                
GP Purchaser
desires to purchase the GP Interest, LP Purchaser desires to purchase
the LP Interest, and Sellers desire to sell, the Interests to Purchaser on the
terms and conditions
set forth below.

AGREEMENT

1.                 
Purchase and
Sale. Sellers
agree to bargain, sell, grant, convey and deliver, and Buyer
agrees to purchase and accept the Interests for the price and on the terms and
conditions set forth
herein.

2.                 
Purchase
Price and Method of Payment; Escrow. The
purchase price for the Interests
(the "Purchase Price") shall be a sum equal to the outstanding principal
balance of the “Loan” (as that term is hereinafter defined), together with all
accrued but unpaid interest (if




any)
thereon, as of the Closing Date, plus the amount of Twenty Thousand and no/100
Dollars ($20,000.00),
payable, as follows:

(a)              
Upon the
execution and delivery hereof, Purchaser shall deliver to First American
Title Insurance Company of New York, located at 633 3rd Avenue, New
York City, New York,
10017, telephone number (212) 922-9700 ("Escrow Agent") the sum of Two
Thousand and
no/100 Dollars ($2,000.00) by wire transfer of immediately available funds
("Good Funds")
as a good faith deposit (the “Initial Deposit”).

After the
end of the “Feasibility Period” (as that term is hereinafter defined), the
Deposit and any and all additional deposits hereunder (collectively, the
“Deposit”) will be nonrefundable, except upon Sellers’ default or as provided
in this Contract.

(b)              
The Deposit
shall be credited against the Purchase Price at the closing of the sale by Sellers and the purchase
by Purchaser of the Interests in accordance with the terms and provisions of
this Contract (herein referred to as the “Closing”).

(c)              
Purchaser
recognizes and agrees that, in connection with a loan (the "Loan")
made to the Partnership by the United States Department of Agriculture, Rural
Development
("USDA"), the Property presently is encumbered by a mortgage dated
September 1,
1990 (the "Mortgage") and certain other security and related documents in
connection
with the Loan (collectively, the "Encumbrances"). The Loan is evidenced
by that certain promissory note, dated September 1, 1990, in the stated
principal amount of $661,990 (the
"Note," and together with the Mortgage, a Consolidated RRH Loan
Agreement, dated October 4,
1989, the Encumbrances and any other documents executed by the Partnership in
connection with the
Loan, the "Loan Documents"), executed by the Partnership and payable to
the order of USDA. At the Closing, subject
to the occurrence of the "Loan Continuation and Release" (as hereinafter defined), Purchaser
shall receive a credit against the Purchase Price in the amount of the outstanding principal balance
of the Note, together with all accrued but unpaid interest (if any)
thereon, as of the Closing Date (collectively, the "Loan
Balance").

(d)              
The balance
of the Purchase Price, Eighteen Thousand and no/$100 Dollars
($18,000.00) shall be paid to and received by Escrow Agent by wire transfer of
Good Funds at
Closing.

3.        
Feasibility Period.

(a)              
Subject to
the terms of Sections 3(c) and 3(d) and the rights of “Tenants” under the
“Leases” (as those terms are hereinafter defined), from the Effective Date to
and including
the date which is thirty (30) days after the Effective Date (the "Feasibility
Period"), Purchaser and
its agents, contractors, engineers, surveyors, attorneys, and employees
(collectively,
"Consultants"), at no cost or expense to Sellers, shall have the
opportunity to conduct such
tests, studies, inspections, evaluations, investigations and appraisals of or
concerning the Property as Purchaser may desire, review the “Materials” (as that
term is hereinafter
defined), and otherwise confirm any and all matters which Purchaser may
reasonably
desire to confirm with respect to the Property and Purchaser's intended use
thereof (collectively,
the "Inspections").

(b)              
If any of the
matters in Section 3(a) or any title or survey matters are unsatisfactory to
Purchaser for any reason, or for no reason whatsoever, in Purchaser's sole
and absolute
discretion, then Purchaser shall have the right to terminate this Contract by
giving




written
notice to that effect to Sellers and Escrow Agent no later than 5:00 p.m. on or
before the date of
expiration of the Feasibility Period. If Purchaser provides such notice, this
Contract shall terminate and be of no further force
and effect subject to and except for the Survival Provisions, and Escrow Agent shall return the Deposit to
Purchaser. If Purchaser fails to provide Sellers with written notice of
termination prior to the expiration of the Feasibility Period, Purchaser's
right to terminate under this
Section 3(b) shall be permanently waived and this Contract shall remain in full
force and effect, the Deposit shall be non-refundable, and Purchaser's
obligation to purchase the Interests shall be conditional only as
provided in Section 11(b).

(c)              
Purchaser
shall not permit any mechanics' or materialmen's liens or any
other liens to
attach to the Property by reason of the performance of any work or the purchase
of any materials by Purchaser or any other party in connection with any
Inspections conducted by or for
Purchaser. Purchaser shall give reasonable advanced notice to Sellers prior to
any entry onto
the Property and shall permit Sellers to have a representative present during
all Inspections
conducted at the Property. Purchaser shall take all reasonable actions and
implement all
protections necessary to ensure that all actions taken in connection with the
Inspections,
and all equipment, materials and substances generated, used or brought onto the
Property pose no
material threat to the safety of persons, property or the
environment.

(d)              
(i)         
Purchaser shall indemnify, hold harmless
and, if requested by the
General
Partner (in the General Partner's sole discretion), defend (with counsel
approved by the General Partner)
Sellers, together with Sellers’ affiliates, parent and subsidiary entities,
successors, assigns, partners,
managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives, agents, Property Manager, and
AIMCO (collectively, including Seller,
"Sellers’ Indemnified Parties"), from and against any and all damages,
mechanics' liens, materialmen's liens, liabilities, penalties, interest,
losses, demands, actions, causes of action,
claims, costs and expenses (including reasonable attorneys' fees, including the
cost of in-house counsel and appeals) (collectively, "Losses") arising
from or related to Purchaser's or its Consultants' entry onto the
Property, and any Inspections or other acts by Purchaser or Purchaser's Consultants with respect
to the Property during the Feasibility Period or
otherwise.

(ii)                        
Notwithstanding
anything in this Contract to the contrary,

Purchaser
shall not be permitted to perform any invasive tests on the Property without the
General
Partner's prior written consent, which consent may be withheld in the General
Partner's sole
discretion. Further, the General Partner shall have the right, without
limitation, to disapprove any and all entries, surveys, tests (including,
without limitation, a Phase II environmental
study of the Property), investigations and other matters that in the General
Partner's
reasonable judgment could result in any injury to the Property or breach of any
contract, or expose
Sellers to any Losses or violation of applicable law, or otherwise adversely
affect the Property or Sellers’ interests
therein. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with
Purchaser's or its Consultants' activities pursuant to this Section. No consent by the
General Partner to any such activity shall be deemed to constitute a waiver by the General
Partner or assumption of liability or risk by Sellers. Purchaser hereby agrees
to restore, at Purchaser's sole cost and expense, the Property to the
same condition existing immediately prior to Purchaser's exercise of its rights
pursuant to this Article III.
Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial
general liability insurance with coverages of not less than $1,000,000.00 for injury or death to
any one person and $3,000,000.00 for injury or death to more than one person and
$1,000,000.00 with respect to property damage, and (b) worker's compensation insurance for all of their
respective employees in accordance with the law of the
state in which the Property is located. Purchaser shall deliver proof of the
insurance coverage
required pursuant to this Section 3(d)(ii) to the General Partner (in the form
of a certificate
of insurance) prior to the earlier to occur of (I) Purchaser's or Purchaser's
Consultants'
entry onto the Property, or (II) the expiration of five (5) days after the
Effective Date.

  4.                                
Property Materials and Contracts.

(a)              
In order to
allow Purchaser to expeditiously and timely complete its Inspections,
Sellers shall deliver or make available to Purchaser within fifteen (15) days
after the Effective
Date the items and materials (collectively, the "Materials") described on
Exhibit “C” in the possession of Sellers or
within its reasonable control. In providing the Materials to Purchaser,
other than "Sellers’ Representations" (as hereinafter defined), neither Seller
makes any representation or warranty,
express, written, oral, statutory, or implied, and all such representations and warranties are hereby
expressly excluded and disclaimed. All Materials are provided for informational purposes only.
Recognizing that the Materials delivered or made available by Sellers pursuant
to this Contract may not be complete or constitute all of such documents which
are in the Partnership's possession or control, but are those that are readily
and reasonably available to the
Partnership, after using commercially reasonable efforts to obtain same,
Purchaser shall not in any way be entitled to rely upon the completeness or
accuracy of the Materials and will instead in all instances rely
exclusively on its own Inspections and
consultants with respect to all matters which it deems relevant to its decision
to acquire the Interests. Seller
shall permit Purchaser to access all report and records Seller has filed with
the USDA Rural Development.

(b)              
In the event
that this Contract shall be terminated by either party for any reason
whatsoever prior to Closing, Purchaser shall redeliver to Sellers all originals
and copies of all
Materials, as well as copies of any and all tests, permits, approvals, licenses,
reports, studies,
plans, audits, assessments, surveys, appraisals or other documents, data or
information
about or concerning the Interests and/or the Property or the development thereof
which have been
prepared or obtained by Purchaser.

5.                       
Title. Within ten (10) days after the Effective Date
hereof, Sellers shall deliver to

Purchaser,
to the extent in Sellers’ possession or otherwise reasonably available to
Sellers, a copy of
what Sellers reasonably believe to be the most recent title insurance policy
issued with respect to
the Property (the “Prior Policy”). Purchaser, shall have the right, but
not the obligation,
to obtain, at Purchaser’s sole cost and expense, a title insurance commitment
(the “Title
Commitment”) for an owner's title insurance policy covering title to the
Property on or after the
date hereof. Purchaser shall furnish a copy of the Title Commitment, and all
title exceptions
referred to therein, to Seller.

6.       
[Intentionally Omitted]

  7.                                    
Assumed Encumbrances.

(a)                   
Purchaser agrees that,
at the Closing (i) Purchaser shall reaffirm all of the

Partnership's
obligations under the Note and all of the other Loan Documents and accept title
to the Property
subject to the Mortgage and the other Loan Documents, and (ii) USDA shall
release
Sellers, as well as any guarantors, if any, and other obligated parties (other
than the Partnership)
under the Loan Documents, from all obligations under the Loan Documents (and any
related guarantees or letters of credit), including, without limitation, any
obligation to make payments of
principal and interest under the Note, to replenish any unfunded required
accounts, escrows or
reserves and/or cure any physical deficiencies at the Property, all in form and
substance satisfactory
to Sellers (collectively, the foregoing (i) and (ii) referred to herein as the
"Loan Continuation and Release").
Purchaser further acknowledges that the Loan Documents require the satisfaction by Purchaser of certain
requirements as set forth therein to allow for the Loan Continuation and Release. Accordingly,
Purchaser, at its sole cost and expense shall satisfy the requirements set forth in the Loan
Documents to allow for the Loan Continuation and Release, including,
without limitation, submitting a complete application to USDA for assumption of
the Loan together with all documents and information required in connection
therewith (the "Loan Continuation
Application") no later than the expiration of the Feasibility Period.
Purchaser shall provide Sellers with
a copy of the Loan Continuation Application and shall provide evidence of its submission to USDA within
three (3) business days after such submittal. Purchaser acknowledges and agrees that Purchaser
is solely responsible for the preparation and submittal of the Loan Continuation
Application, including the collection of all materials, documents, certificates, financials, signatures,
and other items required to be submitted to USDA in connection with the
Loan Continuation Application.

(b)              
Purchaser
shall pay all fees and expenses (including, without limitation, all servicing fees and charges,
assumption fees, and other fees to release Sellers of all liability under the Loan) imposed or charged by USDA or its
counsel (such fees and expenses collectively being referred to as the "USDA
Fees"), in connection with the Loan Continuation Application and the
Loan Continuation and Release.

(c)              
Additionally,
Purchaser shall be responsible for (i) replacing (and increasing to the extent required by
USDA) of all reserves, impounds, operating accounts and other accounts required to be maintained in
connection with the Loan, (ii) funding any additional reserves, impounds or accounts required by USDA
to be maintained by Purchaser in connection with the Loan after the Loan Continuation and
Release and (iii) making any repairs, replacements and improvements to
the Property as required by USDA.

(d)              
Purchaser
agrees promptly to deliver to USDA all documents and information required by the Loan
Documents, and such other information or documentation as USDA reasonably may
request, including, without limitation, financial statements, income tax returns
and other financial information for Purchaser and any required guarantor.
Sellers agree that they will cooperate with
Purchaser and USDA, at no cost or expense to Sellers, in connection with Purchaser's application to USDA
for approval of the Loan Continuation and Release.

8.                                  
Representations,
Warranties and Covenants of Sellers.

(a)           
The General Partner hereby represents,
warrants and covenants to and

with Purchaser as
follows:

(i)                         
The General Partner is
validly existing and in good standing under

the laws of
the state of its formation and, subject to Section 8(b)(iii), and any approvals
required from Lender
for the Loan Continuation and Release, has or at the Closing shall have the
entity power and authority to sell and convey the GP Interest and to execute the
documents to be executed by the General
Partner and prior to the Closing will have taken as applicable, all corporate, partnership, limited liability company
or equivalent entity actions required for the execution and delivery of
this Contract, and the consummation of the transactions contemplated by this Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict
with, or result in a breach of, the terms, conditions or provisions of, or
constitute a default
under, any contract to which the General Partner is a party or by which the
General Partner is otherwise bound, which conflict, breach or default would have
a material adverse affect on the General Partner's ability to consummate the
transaction contemplated by this Contract or on the
Property.

(ii)               
The
Partnership is a limited partnership validly existing and in good standing
under the laws governing limited partnerships, as adopted in the state of its
formation. The
Partnership has taken all requisite action in order to conduct lawfully its
business in the state in which the
Property is situated. The Partnership has the full power and authority to
carry on its business, including without limitation, to own, lease and
operate the Property.

(iii)              
Subject to
the approvals and consents required from the limited partners of
the Limited Partner, this Contract is a valid and binding agreement against the
General Partner in
accordance with its terms.

(iv)             
The GP
Interest is not subject to any lien, pledge or encumbrance of any nature
whatsoever and Purchaser shall acquire the same free of any rights or claims
thereto by any other
party.

(v)               
Except for
(I) any actions by the Partnership to evict Tenants under the
Leases, or (II) any matter covered by the Partnership's current insurance
policy(ies), to the
General Partner's knowledge, there are no material actions, proceedings,
litigation or governmental investigations
or condemnation actions either pending or threatened against the Property
which will adversely impact the General Partner's ability to convey the GP
Interest;

(vi)             
To the
General Partner's knowledge, the Partnership has not received any
written notice from a governmental agency of any uncured material violations of
any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property, other than normal regulatory correspondence from
Lender;

(vii)            
To the
General Partner's knowledge, the Partnership has not received
any written notice of any material default by the Partnership under any of the
Property Contracts;

(b)            
The Limited Partner hereby represents,
warrants and covenants to and

with Purchaser as
follows:

(i)                 
The Limited
Partner is validly existing and in good standing under the laws of the state of
its formation and, subject to Section 8(b)(iii), and any approvals required
from Lender for the
Loan Continuation and Release, has or at the Closing shall have the entity power and authority to sell and convey the LP
Interest and to execute the documents to be executed by the Limited
General Partner.

(ii)               
The
execution and delivery of this Contract and the closing of the transaction
contemplated herein shall not and do not constitute a violation or breach by the
Limited Partner of any provision of any agreement or other instrument to which
the Limited Partner is
a party or to which the Limited Partner may be subject although not a party, nor
result in or constitute a violation or
breach of any judgment, order, writ, injunction or decree issued against
the Limited Partner, or by which the Limited Partner is bound or
subject




(iii)              
The Limited
Partner has the full right, power and authority to enter
into and
deliver this Contract and to consummate the purchase and sale of the Interests
in accordance herewith
and to perform all covenants and agreements of Sellers hereunder subject to
approval of the Limited Partner’s limited partners.

(iv)             
The person
or persons executing this Contract on behalf of the
Limited
Partner are fully and duly authorized to do so by the Limited Partner, and any
and all actions
required to make this Contract and the performance thereof legally binding
obligations of the Limited
Partner, have been duly and legally taken. No further consent, authorization or
approval of
any person or entity is required for the Limited Partner to enter into or
perform this transaction,
other than the approval of the Limited Partner’s limited partners, which shall
occur on or before the
Closing Date.

(v)               
The LP Interest
is not subject to any lien, pledge or encumbrance
of any nature whatsoever and Purchaser shall
acquire the same free of any rights or claims thereto by any other
party.

(c)              
Purchaser
agrees that neither Seller shall be responsible or liable to
Purchaser for any defects, errors or
omissions, or on account of any conditions affecting the Property. Purchaser,
its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Sellers’
Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes
of action that it or they may now have or hereafter acquire against
Sellers’ Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions
or other conditions affecting the Property. Purchaser represents and warrants that, as of
the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such
independent analyses, studies (including, without limitation, environmental studies and analyses
concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting
damage, PCBs and radon in and about the Property), reports, investigations and
inspections as it deems appropriate in connection with the
Property.

(d)              
Sellers and
Purchaser agree that the foregoing representations and
warranties of Sellers (collectively,
"Sellers’ Representations") shall survive Closing for a period of six months (the "Survival Period").
Sellers shall have no liability after the Survival Period with respect to their respective Sellers’
Representations contained herein except to the extent that Purchaser has requested arbitration against
Sellers during the Survival Period for breach of any of Sellers’
Representations. Under no circumstances shall Sellers be liable to Purchaser for
more than $20,000 in any individual instance or in the aggregate for all
breaches of Sellers’ Representations, nor
shall Purchaser be entitled to bring any claim for a breach of Sellers’
Representations unless the claim for damages (either in the aggregate or
as to any individual claim) by Purchaser
exceeds $5,000.  In the
event that either Seller breaches any representation contained in Section
8(a) or 8(b) and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close
regardless, Purchaser shall be deemed to have waived any right of
recovery, and Sellers shall not have any liability in connection
therewith.

(e)              
Any
representations and warranties made "to the knowledge of the
General
Partner" shall not be deemed to imply any duty of inquiry. For purposes of this
Contract, the
term the General Partner's "knowledge" shall mean and refer only to actual
knowledge
of the "Asset Manager" (as hereinafter defined) and shall not be construed to
refer to the knowledge
of any other partner, officer, director, agent, employee or representative of
the General Partner, or any affiliate of
the General Partner, or to impose upon such Asset Manager any duty to
investigate the matter to which such actual knowledge or the absence thereof
pertains, or
to impose upon such Asset Manager any individual personal liability. As used
herein, the term Asset Manager shall refer to Jacques Logan, who is the Asset
Manager handling
this Property (the "Asset Manager").

(f)                        
Except for
Sellers’ Representations, Purchaser agrees that the Property,

as assets of
the Partnership, will be accepted by Purchaser at Closing "AS IS," "WHERE IS,"
and "WITH ALL FAULTS." The Purchase Price and the terms and conditions set forth
herein are the result
of arm's-length bargaining between entities familiar with transactions of this
kind, and said price, terms and conditions reflect the fact that Purchaser shall
have the benefit of, and is not relying
upon, any information provided by either Seller or Broker or statements,
representations or warranties,
express or implied, made by or enforceable directly against Sellers or Broker, including, without limitation,
any relating to the value of the Property, the physical or environmental
condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability,
compliance or lack of compliance of the Property with any regulation, or any other attribute or
matter of or relating to the Property (other than Sellers’ Representations). Purchaser agrees that
neither Seller shall be responsible or liable to Purchaser for any
defects, errors or omissions, or on account of any conditions affecting the
Property. Purchaser, its successors and assigns, and anyone claiming by, through
or under Purchaser, hereby fully releases
Sellers’ Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes
of action that it or they may now have or hereafter acquire against
Sellers’ Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions
or other conditions affecting the Property. Purchaser represents and warrants that, as of
the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such
independent analyses, studies (including, without limitation, environmental studies and analyses
concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting
damage, PCBs and radon in and about the Property), reports, investigations and
inspections as it deems appropriate in connection with the Property. If Sellers provide or have provided any
documents, summaries, opinions or work product of consultants, surveyors, architects,
engineers, title companies, governmental authorities or any other person or
entity with respect to the Property, including, without limitation, the offering prepared by Broker,
Purchaser and Sellers agree that Sellers have done so or shall do so only for
the convenience of both parties, Purchaser shall not rely thereon and
the reliance by Purchaser upon any
such documents, summaries, opinions or work product shall not create or give rise to any liability of or
against “Sellers’ Indemnified Parties” (as that term is hereinafter defined). Purchaser acknowledges and
agrees that no representation has been made and no responsibility is assumed by Sellers
with respect to current and future applicable zoning or building code requirements or the
compliance of the Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of contracts,
continued occupancy levels of the Property, or any part thereof, or the
continued occupancy by tenants of any Leases or, without limiting any of the
foregoing, occupancy at Closing. Prior to
Closing, the Partnership shall have the right, but not the obligation, to enforce its rights against
any and all Property occupants, guests or tenants. Purchaser agrees that
the departure or removal, prior to Closing, of any of such occupants or tenants shall not be the basis for, nor shall it
give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser
under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery
of the Deed with or without such tenants in possession and without any allowance or reduction
in the Purchase Price under this Contract. Purchaser hereby releases Sellers, and each of
them, from any and all claims and liabilities relating to the foregoing
matters.




(g)                   
The General
Partner agrees that it shall cause the Partnership to maintain

the
Property as it now is until Closing, ordinary wear and tear and damage as
provided in Section
12(c) excepted, and that the General Partner will cause the Partnership to
refrain from any use of the Property for any purpose or in any manner which
would adversely affect the Partnership’s
continued use of the Property as a multifamily development. In the event of such
actions,
Purchaser may, without liability, refuse to accept the assignment and transfer
of the Interests, in which event the consideration paid under this Contract
shall be refunded.

9.                                                                                        
Representations,
Warranties and Covenants of Purchaser.
Purchaser

hereby
represents, warrants and covenants to and with Sellers as follows:

(a)              
The person
or persons executing this Contract on behalf of Purchaser are fully and
duly authorized to do so by Purchaser and any and all actions required to make
this Contract,
have been duly and legally taken. No further consent, authorization or approval
of any person or
entity is required for Purchaser to enter into this Contract.

(b)              
The
execution and delivery of this Contract and the consummation of the
transaction
contemplated herein shall not and do not constitute a violation or breach by
Purchaser of any provision of any Contract
or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a
party, nor result in or constitute a violation or breach of any judgment, order, writ, injunction
or decree issued against Purchaser, or by which Purchaser is bound or subject.

10.                                                                                        
Continuing
Representations and Warranties. The
representations and

warranties
of the parties contained herein shall be deemed to be continuing representations
and warranties
which are true and correct in all material respects on the Effective Date hereof
and shall remain true and correct at all times up to the Closing Date, with the
same force and effect as though such representations and
warranties had been made as of Closing; provided, however, that, no representations or warranties
of either party shall survive Closing, unless specifically provided to so
survive herein, or in the Closing documents.

11.                             
Conditions
Precedent to Obligations of Purchaser and Sellers.

(a)                                 
The
obligations of Purchaser and Sellers hereunder to close upon the

purchase of
the Interests are subject to and contingent upon obtaining the consent of USDA
for the transactions
contemplated by this Contract, including the continuation of the current mortgage under its current terms and conditions
and the continuation of the Rental Assistance Agreement (the "RA Agreement"), by and
between the Partnership and the United States of America, acting through the Rural Housing Service
(collectively, the “Closing Contingency”) having been met or satisfied to the satisfaction
of Purchaser and Sellers. The satisfaction of the Closing Contingency shall be
the sole responsibility and at the sole cost of Purchaser, with the cooperation of, and at no cost, expense or
liability to, Sellers. In the event that such condition has not been satisfied on or before the
expiration of the Feasibility Period, then Purchaser may either terminate this Contract, or waive such
Closing Contingency, in which event the Deposit shall be nonrefundable thereafter for any reason
other than a default by Sellers. If the consent of USDA is not obtained by the
Closing Date, then either Purchaser or Sellers may terminate this Contract by giving written notice to the
other, and thereafter neither party shall have any further obligation hereunder (except those which
by their terms survive the termination of this Contract and Sellers shall retain the
Deposit.




(b)                           
Provided
Purchaser has not elected to terminate this Agreement during

the
Feasibility Period. Purchaser's obligation to close under this Contract shall be
subject to and conditioned upon the fulfillment of
the following conditions precedent:

(i)          
All of the
documents required to be delivered by Sellers to Purchaser
at the Closing pursuant to the terms and conditions hereof shall have been
delivered;

(ii)         
Each of
Sellers’ Representations shall be true in all material respects as of the Closing
Date;

(iii)       
The Loan
Continuation and Release shall have been approved and shall occur upon
Closing;

(iv)       
Approval of
the “Credit Agency” (as that term is defined in Section 42(h)(7)(A)
of the Internal Revenue Code of 1986, as amended) of the state in which the
Property is located to the transactions contemplated by this Contract, to the
extent such approval is
required (“Credit Agency Approval”); and

(v)         
Sellers
shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed
by Sellers hereunder.

(vi)       
All
management contracts for the Property shall terminate on the Closing Date
and Purchaser shall not have any further obligations to pay any sums not
expressly
provided for in this Agreement to Seller or Seller’s Indemnified Parties after
the Closing
Date.

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser's
obligation
to Close except the Closing Contingency or as expressly set forth in this
Section 11(b). If any
of the conditions set forth in subparagraphs (i), (ii), or (v) is not met,
Purchaser may (I) waive any of such conditions and proceed to Closing on the
Closing Date with no offset or deduction
from the Purchase Price, or (II) if such failure constitutes a default by
Sellers, exercise any of its remedies pursuant to Section 17(b). If
either of the conditions set forth in subparagraph (iii) or (iv) is not met on
or before the Closing Date [as may be extended pursuant to Section 13(b)],
Escrow Agent shall promptly release the Deposit to Seller.

(c)                                                      
Without
limiting any of the rights of Sellers elsewhere provided for in this

Contract, Sellers’ obligation to
close with respect to transfer of the Interests under this Contract shall be
subject to and conditioned upon the fulfillment of the following conditions
precedent:

(i)                 
All of the
documents and funds required to be delivered by Purchaser
to Sellers at the Closing pursuant to the terms and conditions hereof shall have
been delivered;

(ii)               
Each of the
representations, warranties and covenants of Purchaser contained herein shall be
true in all material respects as of the Closing Date;

(iii)              
Purchaser
shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed
by Purchaser hereunder;




(iv)       
There shall
not be pending or, to the knowledge of either Purchaser or
Sellers, any litigation or threatened litigation which, if determined adversely,
would restrain the
consummation of any of the transactions contemplated by this Contract or declare
illegal, invalid or nonbinding any of the covenants or obligations of
Purchaser;

(v)         
Sellers
shall have received all consents, documentation and approvals
necessary to consummate and facilitate the transactions contemplated hereby (and
the amendment of Sellers’ (or Sellers’ affiliates') partnership or other
organizational documents in
connection therewith), (a) from Sellers’ partners, members, managers,
shareholders or directors to
the extent required by Sellers’ (or Sellers’ affiliates') organizational
documents, and (b) as
required by law;

(vi)       
Credit Agency
Approval;

(vii)      
The Loan
Continuation and Release shall have been approved and shall occur upon Closing;
and

(viii)     
Simultaneous
closings under each of the other “Additional Contracts” as that term is
hereinafter defined.

If any of the
foregoing conditions to Sellers’ obligation to close with respect to the
transfer of the Interests under this Contract are not met, Sellers may (I) waive
any of the foregoing
conditions and proceed to Closing on the Closing Date, or (II) terminate this
Contract, and, if such
failure constitutes a default by Purchaser, exercise any of its remedies under
Section 17(a). If the
condition set forth in subparagraph (v) is not met on or before the Closing
Date [as may be extended pursuant to Section
13(b)], Sellers may (x) waive any of the foregoing conditions and proceed
to Closing on the Closing Date, or (y) terminate this Contract and the Deposit shall be promptly released to
Purchaser. If either of the conditions set forth in subparagraphs (vi) or (vii) is not met on or
before the Closing Date [as may be extended pursuant to Section 13(b)],
Escrow Agent shall promptly release the Deposit to Seller.

12.             
Purchase and Sale of
Other Properties.

(a)              
Simultaneously
with the execution and delivery of this Contract, Sellers (or affiliates of Sellers’) and
Purchaser are entering into four (4) separate additional contracts (each, an “Additional Contract” and any
two (2) or more, as the context requires, collectively, the “Additional
Contracts”), each for the purchase and sale of an apartment complex located
in the state of Iowa and
specifically, (i) Grimes Park Apartments, located in Grimes, (ii) Norwalk
Apartments, located in Norwalk,
(iii) North Liberty, located in North Liberty, and (iv) Grinnell Park
Apartments, located in Grinnell.

(b)              
Notwithstanding
anything contained in this Contract or any of the Additional
Contracts to the contrary, and without limiting any of the rights of Sellers
under Section
11(c) or any other provision of this Contract, if Purchaser (or an assignee of
Purchaser’s)
elects, for whatever reason, to terminate any Additional Contract or the closing
the transaction
contemplated by such Additional Contract will not occur for any reason on the
terms and conditions therein contained,
Sellers shall have the right, in their sole and absolute discretion, to terminate this Contract. Upon such
termination (i) provided Purchaser is not in default of any of its obligations hereunder or any
of its obligations under the Additional Contracts, including, without limitation, the
Additional Contract which has been terminated,




Purchaser
shall receive a refund of the Deposit and (ii) neither party shall have any
further obligations
under this Contract except for those which by the terms herein survive a
termination.

13.                
Closing.

(a)              
The Closing
of this transaction shall be held on or before the date sixty (60) days
after the Effective Date (the “Closing Date”), at 10:00 A.M., subject to
extension as provided in
subparagraph (b), below, or such other time as may be mutually agreed upon by
Sellers and Purchaser,
at the offices of Escrow Agent, or by mail.

(b)              
Notwithstanding
the foregoing to the contrary, Sellers shall have the option, by delivering written notice
to Purchaser, to extend the Closing Date to the last business day of the month
in which the Closing Date otherwise would occur pursuant to the preceding sentence, in connection with the Loan
Continuation and Release. Further, the Closing Date may be extended
without penalty at the option of Sellers to a date following the Closing Date
specified in the first sentence of this
paragraph above (or, if applicable, as extended by Sellers pursuant to the preceding sentence) (i) in order
to finalize the drafting with USDA and USDA's counsel of all documents necessary or desirable
to accomplish the Loan Continuation and Release and/or (ii) in order to
obtain all necessary corporate and partnership consents for, and make all necessary governmental filings required
of Sellers as a result of, the transactions contemplated by this Agreement, but in no event
shall the Closing Date be extended beyond December 31, 2009.

(c)              
The General
Partner shall cause the Partnership to maintain the Property up to the Closing
Date in the same condition as existed on the Effective Date, subject only to
reasonable wear and
tear and subsection (d), below.

(d)              
Risk of loss
to the Property between the Effective Date and the date of the Closing
shall be borne by Seller. In the event of any casualty to the Property prior to
closing where the cost
to repair shall not exceed $150,000.00 (as estimated by a licensed contractor
selected by Sellers and reasonably
acceptable to Purchaser), the Closing shall proceed and at Closing Sellers shall release all of their rights
to all insurance proceeds with regard to the casualty and shall credit Purchaser against the
Purchase Price for the amount of any deductible. In the event of any
casualty to the Property prior to Closing where the cost to repair shall exceed $150,000.00, Purchaser shall have
the right to either: (i) elect to proceed to close whereupon at Closing Sellers
shall assign all insurance proceeds with regard to the casualty to Purchaser and shall credit Purchaser against the
Purchase Price for the amount of any deductible or (ii) Purchaser shall have the right,
within ten (10) days after receiving notice of such casualty, to terminate this Contract upon
written notice to Seller, whereupon the Deposit shall be returned to Purchaser and the parties
released of all further obligations hereunder, except as to those which by their terms survive a
termination of this Contract. Seller shall maintain insurance coverage on
the Property in the ordinary course of business.

(e)              
To the
extent reasonably available to Seller, originals or copies of the Leases and
Property Contracts, lease files, warranties, guaranties, operating manuals, keys
to the property,
and the Partnership's books and records (other than proprietary information) up
through and including the Closing Date (collectively, "Partnership's
Property-Related Files and
Records") regarding the
Property shall be made available to Purchaser at the Property (or delivered to Purchaser if not available at the
Property) after the Closing. Purchaser agrees, for a period of not less
than three (3) years after the Closing (the "Records Hold Period"), to
(i) provide and allow Sellers reasonable
access to Partnership's Property-Related Files and Records for
purposes of inspection and copying thereof, and (ii) reasonably maintain and
preserve Sellers’
Property-Related Files and Records.

  14.            
Closing Documents.

(a)              
Sellers shall execute, acknowledge (where
indicated) and/or deliver to

Purchaser
at Closing the following:

(i)                 
If
appropriate, a non-foreign certificate in compliance with Section
1445 of the
Internal Revenue Code;

(ii)               
Two (2)
counterparts of the Second Amendment to Amended and Restated
Certificate and Agreement of Limited Partnership, a copy of which is attached
hereto as Exhibit
“B” (the “LPA Amendment”);

(iii)              
The
Amendment to Certificate of Limited Partnership for filing/recording with the
appropriate governmental agency of the state in which the Property is located (the “LP Certificate Amendment”);
and

(iv)             
Sellers’
closing statement.

(b)                  
Purchaser shall execute
and/or deliver to Sellers at Closing:

(i)          
Two
counterparts of the LPA Amendment;

(ii)         
The LP
Certificate Amendment;

(iii)       
Purchaser’s
closing statement;

(iv)       
The Purchase
Price, subject to credits and prorations as provided herein, by
delivery of the balance of the Purchase Price to the Escrow Agent, which shall
be the Closing Agent,
by wire transfer; and

(v)         
All documents
required hereunder in order to consummate this Contract, and such other
customary documents as reasonably may be required to consummate the transaction
contemplated by this Contract.

  15.                        
Closing Expenses. Each party shall bear and pay its own attorneys'
fees and

expenses.
Other than such fees and expenses, Purchaser shall pay all costs and expenses of
Closing,
including, but not limited to, escrow costs and fees, recording and filing fees,
and transfer and
any other taxes (excluding income, franchise and similar taxes) relating to the
purchase and sale of
the Interests as contemplated by this Contract.

  16.             
Prorations. There shall be no prorations.

  17.            
Default.

(a)         
By Purchaser.If the sale contemplated by this Contract is not
completed

as a result of a default of
Purchaser, Sellers’ sole and exclusive remedy shall be to retain the Deposit paid or deposited hereunder, as agreed
upon full liquidated damages for such default by Purchaser, and the parties hereunder shall have
no further rights or liabilities under this Contract. Each Seller hereby expressly waives and
releases any right to sue Purchaser for

specific
performance or to assert that Sellers’ actual damages exceed the Deposit, which
waiver and release is a
substantial inducement to Purchaser entering into this Contract.

(b)              
By
Sellers.If the sale
contemplated by this Contract is not completed as a result of a default of
either Seller, Purchaser shall have and be entitled to the right to seek
specific performance of
this Contract, or to terminate this Contract and demand and receive a refund of
the Deposit, which shall be Purchaser’s sole and exclusive remedies.

(c)              
Surviving
Obligations.The remedies
of Sellers and Purchaser shall include any of those necessary or
appropriate to enforce surviving obligations as provided in Section
3(d)(i).

18.             
Condemnation. If, prior
to Closing, the Property or any material portion thereof in the
reasonable discretion of Purchaser, is condemned or taken under power of eminent
domain, or if either Seller receives any bona fide written notice or knowledge
that any such taking is
threatened or contemplated by any governmental agency or entity or any other
entity having the power of eminent domain,
then, in any such event, Sellers shall promptly give notice thereof to Purchaser in writing. Purchaser shall
then have the options of either (a) terminating this Contract and receiving a refund of the
Deposit paid hereunder, with neither party thereafter having any further obligations to the other
hereunder, or (b) waiving such matters and proceeding to close this transaction without
reduction in the Purchase Price, and the Partnership shall be entitled to receive and
retain any and all awards or monies payable as a result of any such taking. Purchaser shall make
such election by giving written notice thereof to Sellers within ten (10)
days after receipt of such notice from Seller(s).

19.             
Escrow Agent
and Escrow Procedure.

(a)              
Escrow Agent
shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of
this Contract. Escrow Agent shall invest the Deposit in an
interest-bearing bank account as Escrow Agent, in its discretion, deems
suitable, and all interest and income
thereon shall become part of the Deposit and shall be remitted to the
party entitled to the Deposit pursuant to this Contract. Escrow Agent shall hold
the Deposit until the earlier occurrence of
(i) the Closing Date, at which time the Deposit shall be applied against the Purchase Price and (ii) the
termination of this Contract, at which time the Deposit shall be released to Sellers or Purchaser as
provided in this Contract. The tax identification numbers of the parties
shall be furnished to Escrow Agent upon request.

(b)              
If prior to
the Closing Date either party makes a written demand upon Escrow Agent
for payment of the Deposit, Escrow Agent shall give written notice to the other
party of
such demand. If Escrow Agent does not receive a written objection from the other
party to the proposed payment within five (5) business days after the giving of
such notice, Escrow Agent is
hereby authorized to make such payment. If Escrow Agent does receive such
written objection within such period, Escrow Agent shall continue to hold such
amount until otherwise directed by
written instructions from the parties to this Contract or a final judgment or
arbitrator's decision.
However, Escrow Agent shall have the right at any time to deliver the Deposit
and interest
thereon, if any, with a court of competent jurisdiction in the state in which
the Property is located. Escrow Agent shall give
written notice of such deposit to Sellers and Purchaser.

(c)              
The parties
acknowledge that Escrow Agent is acting solely as a stakeholder
at their request and for their convenience, and that Escrow Agent shall not be
deemed to be
the agent of either of the parties for any act or omission on its part unless
taken or suffered in
bad faith in willful disregard of this Contract or involving gross negligence.
Sellers and Purchaser jointly and
severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including
reasonable attorney's fees, incurred in connection with the performance of Escrow Agent's
duties hereunder, except with respect to actions or omissions taken or suffered by Escrow
Agent in bad faith, in willful disregard of this Contract or involving
gross negligence on the part of the Escrow Agent.

(d)     The parties shall deliver to Escrow Agent an
executed copy of this

Contract.
Escrow Agent shall execute the signature page for Escrow Agent attached hereto
which shall
confirm Escrow Agent's agreement to comply with the terms of Sellers’ closing
instruction letter
delivered at Closing and the provisions of this Section 19.

20.             
Brokerage.

(a)         
Sellers represent and warrant to Purchaser
that they have dealt only with

CB Richard
Ellis, Michael Sakich, 311 S. Wacker Drive, Suite 400, Chicago, IL 60606
("Broker")
in connection with this Contract. Sellers and Purchaser each represents and
warrants to the other
that, other than Broker, it has not dealt with or utilized the services of any
other real estate broker, sales person or
finder in connection with this Contract, and each party agrees to indemnify, hold harmless, and, if
requested in the sole and absolute discretion of the indemnitee, defend (with counsel approved by the
indemnitee) the other party from and against all Losses relating to
brokerage commissions and finder's fees arising from or attributable to the acts
or omissions of the indemnifying party.

(b)        
If the Closing occurs, Sellers agree to pay
Broker a commission according to the

terms of a
separate contract. Broker shall not be deemed a party or third party beneficiary
of this
Contract. As a condition to Sellers’ obligation to pay the commission, Broker
shall execute the
signature page for Broker attached hereto solely for purposes of confirming the
matters set forth therein.

21.             
Notices. Any notice
required or permitted to be given under this Contract shall be in
writing, and shall be deemed to have been given when delivered, if delivered by
hand delivery, or
when transmitted by telecopier, or deposited with any nationally or regionally
established
overnight courier service, deposited in the United States Post Office,
registered or certified
mail, postage prepaid, return receipt requested, if mailed. Notices hall be
addressed as follows:

(a)       
If to Purchaser:

c/o Oswald
Investments 1909
Sycamore Avenue Granger, Iowa 50109 Attention: Ted Oswald Telephone: (515) 689-8593 Facsimile: (515)
999-2018




With a copy
to:

William R. Stiles, Esq.

Smith,
Schneider, Stiles & Serangeli, P.C. The Equitable Building

604 Locust Street, Suite
1000

Des Moines, Iowa 50309

Telephone (515) 245-6789

Fax (515) 244-1328

(b)       
To Seller:

c/o
AIMCO

6701 Center
Drive

Suite520

Los
Angeles,
California 90045Attention: Peter Stoughton
Telephone: (310) 258-5100 Facsimile: 310-258-5180

with copy to:

AIMCO

4582 South
Ulster StreetParkway
Suite1100

Denver, Colorado 80237

Attention:
John Spiegleman, Esq. Telephone: (303) 691-4303

Facsimile: (720) 200-6882

and a copy to:

Law Offices
of Peter H. Alpert, Inc. 601 S. Figueroa Street, Suite 2330 Los Angeles, California 90017Attention: Peter H. Alpert, Esq. Telephone: (213)
687-1510

Facsimile: (213) 687-1511

or such other
address either party from time to time specify in writing to the
other.

Any notice
required hereunder to be delivered to the Escrow Agent shall be delivered in
accordance with above
provisions as follows:

First
American Title Insurance Company of New York 633
3rd Avenue

New York City, New York 10017

Attention: _____________________


Telephone:
212-922-9700

Facsimile:
                                         


 




Unless
specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must
be delivered to the Escrow Agent in order to be effective so long as it
is delivered to the other party in accordance with the above
provisions.

22.               
Miscellaneous.

(a)              
Successors
and Assigns.Subject to
the provisions of subparagraph (j), below, this
Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective
successors and permitted assigns.

(b)              
Amendments
and Termination.Except as
otherwise provided herein, this Contract
may be amended or modified by, and only by, a written instrument executed by
Sellers and Purchaser, acting by their respective duly authorized agents or
representatives; provided, however, that, (a) the signatures of Escrow Agent and
Broker shall not be required as to any amendment of this Contract other than an
amendment of Section 19 or Section 20, respectively.

(c)              
Governing
Law.This
Contract shall be governed by and construed in accordance with the laws of the
state in which the Property is located.

(d)              
Contract
Construction.Purchaser and
Sellers acknowledge that this Contract was prepared after substantial
negotiations between the parties. This Contract shall not be interpreted against
either party solely because such party or its counsel drafted the Contract.

(e)              
Section and
Section Headings.The section and paragraph headings
inserted in this Contract are for
convenience only and are intended to, and shall not be construed to, limit, enlarge or affect the scope
or intent of this Contract, nor the meaning of any provision
hereof.

(f)                
Counterparts.          
This
Contract may be executed in two or more
counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the
same document.

(g)              
Merger of
Prior Contracts.This Contract supersedes all prior
Contracts and understandings between the parties hereto relating to the subject
matter hereof.

(h)              
Time. Time
is of the essence of this Contract. When any time period specified
herein falls or ends upon a Saturday, Sunday or legal holiday, the time period
shall be automatically
extended to 5:00 P.M. on the next ensuing business day.

(i)                 
Test and
Studies.If
Purchaser terminates this Contract for any reason, Purchaser
shall deliver to Seller, at no charge to Seller, copies of all surveys, soil
tests, traffic and other
studies and testing, plans, specifications, engineering drawings and all other
information
owned by or in the possession of Purchaser which pertain to the Property or
Purchaser's Intended
Use. This paragraph shall survive the Closing.

(j)                 
Assignment.Purchaser
shall have the right to assign this Contract at Closing to a
related entity wholly owned or controlled by the principals of Purchaser,
without the consent of
Sellers so long as such assignment is made in writing which provide that the
assignee
expressly assumes and agrees to pay and perform all of Purchaser’s duties,
obligations,
liabilities and responsibilities hereunder, is executed by both the assignor and
the

assignee,
and fully-executed counterparts thereof are delivered to Seller. All other
assignments require
Sellers’ approval, in Sellers’ discretion. Upon any assignment, Purchaser shall
remain liable
hereunder.

(k)                            
Attorneys’
Fees.If either
party shall bring an action to enforce the terms

of this
Contract, the prevailing party in such litigation shall be entitled to recover
its reasonable attorneys’
fees and costs from the other party, including any such fees and costs incurred
on an appeal.

[Signatures on
following page(s)]




IN WITNESS
WHEREOF, Purchaser and Sellers have caused this Contract to be executed as of the Effective
Date.

SELLERS:                                                                    
NATIONAL TAX CREDIT,
INC. II,

a California corporation

 

By:  /s/Michael J.
Hornbrook

Name: Michael J.
Hornbrook

Title: Senior Vice
President

NATIONAL
TAX CREDIT INVESTORS II, a California limited
partnership

By National Partnership Investments
Corp., a California corporation,

its General
Partner

 

By:  /s/Michael J.
Hornbrook

      Name:
Michael J. Hornbrook

     
Title: Senior Vice President

 

PURCHASER:                                                                       
OSWALD INVESTMENTS,
L.C.,

an Iowa limited liability
company

By:  /s/Ted
Oswald

Name: Ted Oswald

Title: Managing Member

 




IN WITNESS
WHEREOF, this Amendment has been duly executed as of the Effective

Date.

 

INCOMING
GENERAL PARTNER

and
OPERATING GENERAL PARTNER:     
                                                                                   


                                                                       
a
                                                                                


 

                                                                       
By
                                                                              


                                                                               
Its            
                                                                       


 

INCOMING
LIMITED PARTNER and

LIMITED
PARTNER:                                      
                                                                                   


 

 

WITHDRAWING
PARTNERS:                        
NATIONAL TAX CREDIT,
INC. II,

a California corporation

By:  /s/Michael J.
Hornbrook

   Name:  Michael J.
Hornbrook

    Title: 
Senior Vice President

NATIONAL
TAX CREDIT INVESTORS II, a California limited
partnership

By National Partnership Investments
Corp., a California corporation,

General
Partner

By:  /s/Michael J.
Hornbrook

     
Name:  Michael J. Hornbrook

     
Title:  Senior Vice President