FIRST AMENDMENT TO CERTIFICATION AND AGREEMENT
THIS FIRST AMENDMENT TO CERTIFICATION AND AGREEMENT (The "Amendment")
is made this 29 day of September 1997 by and among TVMJG 0000-Xxxxxx Xxxxxx
Limited Partnership, A Connecticut Limited Partnership (the "Operating
Partnership"), Putnam Homes for America Holdings, Inc., a Nevada corporation
("Homes"), U.S.A. Institutional Tax Credit Fund IV L.P. (the "Investor"),
Xxxxxxx U.S.A. Tax Credit L.P. ("Xxxxxxx") and Xxxxxx X. Xxxxxx (the
"Withdrawing Operating General Partner").
WITNESSETH
WHEREAS, the Investor and Xxxxxx X. Xxxxxx entered into TVMJG
1996-Xxxxxx Square Limited Partnership Second Amended and Restated Agreement of
Limited Partnership dated April 26, 1996, (the "Partnership Agreement");
WHEREAS, in connection with the execution of the Partnership Agreement,
the Partnership, the Investor and Xxxxxx X. Xxxxxx entered into the
Certification and Agreement date as of April 1, 1996 (the "Agreement");
WHEREAS, The Partnership Agreement was amended by the First Amendment
to TVMJG 1996-Xxxxxx Squared Limited Partnership Second Amended and Restated
Agreement of Limited Partnership dated even date herewith, pursuant to which
Xxxxxx X. Xxxxxx withdrew from the Partnership and Homes was admitted as the
Newly Admitted General Partner;
WHEREAS, the parties to the Agreement desire to amend the Agreement to
reflect Xxxxxx X. Xxxxxx'x withdrawal from the Partnership and the admission of
Homes to the Partnership as more fully set forth below;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which have been hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. The Recitals stated above are incorporated herein as if
they are restated in their entirety.
2. Defined Terms. All capitalized terms shall have the same meanings
attributed to them in the Agreement unless otherwise defined herein.
3. References to Operating General Partner. All references to
"Operating General Partner" in the Agreement shall be to "Putnam Homes for
Americas Holding Inc., a Nevada corporation." Xxxxxx X. Xxxxxx shall no
longer be the Operating General Partner under the Agreement.
4. Assumptions of Obligations. Homes hereby assumes the obligations of
the Operating General Partner under the Agreement.
5. Titles and Captions. All captions in this Amendment are for
convenience only and shall not be deemed to be a part of this Amendment and
in no way define, limited or describe the scope or intent of any
provisions.
6. Severability. The invalidity, in whole or in part of any provision
of this Amendment shall not affect or invalidate any remaining provisions.
7. Governing Law. This Amendment shall be construed in accordance with
and governed by the laws of the State of Connecticut.
8. Further Assurances. The parties hereto shall execute and deliver
all other documents, provide all information and take or forbear from all
such action as may be necessary or appropriate to achieve the purposes of
this Amendment.
9. Certification and Agreement. The terms and provisions of the
Certification and Agreement shall continue in full force and effect except
as expressly modified herein. Conflicts between this Amendment and the
Certification and Agreement shall be resolved in favor of this Amendment.
IN WITNESS WHEREOF, this First Amendment to Certification and Agreement
was executed by the parties on the date first above mentioned.
WITHDRAWING OPERATING
GENERAL PARTNER:
/s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx
LIMITED PARTNER:
U.S.A. INSTITUTIONAL TAX CREDIT
FUND IV L.P.
By: Xxxxxxx U.S.A., Tax Credit L.P., its
general partner
By: Xxxxxxx U.S.A., L.L.C., its general
Partner
By:---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Representative
