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EX-10 - EXHIBIT 10.8 - NATIONAL TAX CREDIT PARTNERS L Pntcpglenmark_ex10z8.htm



Washington, D.C. 20549











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 13, 2012



(Exact name of Registrant as specified in its charter)





(State or other jurisdiction


    (I.R.S. Employer

    of incorporation)

File Number)

Identification Number)



80 International Drive

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)



(864) 239-1000

(Issuer's telephone number)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01   Entry into a Material Definitive Agreement.


National Tax Credit Partners, L.P., a California limited partnership (the “Registrant”), holds a 5% limited partnership interest in Glenark Associates Limited Partnership, a Rhode Island limited partnership (the “Partnership”). The Partnership owns a 67-unit apartment complex located in Woonsocket, Rhode Island.  On November 13, 2012, the Registrant entered into a Third Amendment to Amended and Restated Certificate and Agreement of Limited Partnership of Glenark Associates Limited Partnership,(the “Agreement”) with Rhode Island Housing Development Corporation, a Rhode Island non-profit corporation (“Rhode Island Housing”), to transfer its limited partnership interest in the Partnership to Rhode Island Housing. The Registrant’s investment balance in the Partnership was zero at September 30, 2012 and December 31, 2011.


The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed as exhibit 10.8 to this report.


Item 2.01   Completion of Acquisition or Disposition of Assets.


Pursuant to the terms of the Agreement, on November 13, 2012, the transfer was completed.  The Registrant received no proceeds. 


Item 9.01   Financial Statements and Exhibits


(d)   Exhibits


10.8  Third Amendment to Amended and Restated Certificate and Agreement of Limited Partnership of Glenark Associates Limited Partnership, by and between National Tax Credit Partners, L.P., a California limited partnership, and Rhode Island Housing Development Corporaton, a Rhode Island non-profit corporation, dated November 13, 2012.


The agreement included as an exhibit to this Form 8-K contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:


·       should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;


  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;


·  may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and


·         were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.


Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at