EXHIBIT 4.1


 


SECOND AMENDMENT TO


AGREEMENT OF LIMITED PARTNERSHIP


OF


BOSTON CAPITAL TAX CREDIT FUND
IV L.P.


 


This
Second Amendment (this “Second Amendment”) to Agreement of Limited Partnership of Boston Capital Tax Credit Fund IV L.P.
(the “Partnership”) is entered into effective as of January 3, 2017 by and between Boston Capital Associates IV L.P., as general partner (the “General Partner”), BCTC IV Assignor Corp., as
assignor limited partner (the “Assignor Limited Partner”)
and those persons who are limited partners of the Partnership (the “Limited Partners”)


 


WHEREAS, the Partnership
is a limited partnership organized under the laws of the State of Delaware pursuant to a Certificate of Limited Partnership filed
with the Delaware Secretary of State on October 5, 1993; and


 


WHEREAS,
the Partnership is presently governed by an Agreement of Limited Partnership dated as of December 16, 1993 and amended as of January
I, 2003 (as amended, the “Partnership Agreement”) by and among the General Partner, the Assignor Limited Partner and the Limited Partners; and


 


WHEREAS,
Section 10.02(b) of the Partnership Agreement provides that a majority in Interest of the Limited Partners (or such greater number
of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act), it being understood that
the Assignor Limited Partner is voting at the direction of the Assignees, may amend the Partnership Agreement so long as such amendment
(a) does not in any manner allow the Limited Partners or Assignees to take part in the management or control of the Partnership’s
business or otherwise modify their limited liability, or (b) without the consent of an affected partner, alter the rights, powers and duties of such Partner set forth in Article
V of the Partnership Agreement, the interest of such Partner in Profits, Credits and Losses, or Cash Available for Distribution,
or Liquidation, Sale or Refinancing Proceeds as set forth in the Partnership Agreement; and


 


WHEREAS,
pursuant to a consent solicitation statement filed by the General Partner with the Securities and Exchange Commission on September 13, 2016, the Limited Partners holding a majority in Interest have approved
this Second Amendment; and


 


WHEREAS, on January
3, 2017, the General Partner has approved this Second Amendment.


 


NOW, THEREFORE, the Partners hereby agree as follows:


 


1.        Capitalized terms used and not defined herein shall have the meanings ascribed to such terms
in the Partnership Agreement.


 


2.       The Partnership Agreement is hereby amended by deleting in its entirety Section 5.04(c) thereof.


 

 



    	 



    	 



    

 


3.       Section 10.02(a)
of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:


 


“The consent of 80% in Interest of the Limited Partners (or of such greater number of Limited Partners
as are then required under the Act) (it being understood that the Assignor Limited Partner
is voting at the direction of the Assignees), shall be required to approve any transaction involving the sale, transfer or other
disposition of all or substantially all of the assets of the Partnership when the consideration to be received by Limited Partners
or Assignees does not consist entirely of cash, prior to the consummation of such transaction; provided, that no such consent shall
be required for any other transaction involving the sale, transfer or disposition of all or substantially all of the assets of
the Partnership.”


 


4.       Except
as specifically modified hereby, the Partnership Agreement shall remain in full force and effect and, except as amended hereby,
all of the terms, covenants, provisions and conditions of the Partnership Agreement are hereby ratified and confirmed in all respects


 


5.       This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


IN WITNESS WHEREOF,
the General Partner and the Assignor Limited Partner have executed this Second Amendment in accordance with Section 10.02(b) of
the Partnership Agreement as of the date first written above.


 


BOSTON CAPITAL ASSOCIATES IV L.P.


 


	By:	BCA Associates Limited Partnership, its General Partner	 
	 	 	 
	By:	C&M Management, Inc., its General Partner	 
	 	 	 
	By:		 
	 	Name: John P. Manning	 
	 	Title:   President	 




 


BCTC IV ASSIGNOR CORP.







	 	 	 
	By:		 
	 	Name: John P. Manning	 
	 	Title:   President