FIRST AMENDMENT TO PARTNERSHIP
ADMINISTRATION SERVICES AGREEMENT
THIS FIRST AMENDMENT TO PARTNERSHIP ADMINISTRATION SERVICES AGREEMENT
(the "Amendment") is made this 29 day of September, 1997 by and between TVMJG
0000-Xxxxxx Xxxxxx Limited Partnership, a Connecticut limited partnership (the
"Partnership"), Xxxxxx X. Xxxxxx ("Xxxxxx") and Putnam Homes for America
Holdings, Inc., a Nevada corporation, (the "Homes").
WITNESSETH
WHEREAS, Xxxxxx and the Partnership entered in a Partnership
Administration Services Agreement dated April 18, 1996 (the "Agreement")
pursuant to which Xx. Xxxxxx was to provide certain services and receive a fee;
WHEREAS, pursuant to the First Amendment to TVMJG 1996-Xxxxxx Square
Limited Partnership Second Amended and Restated Agreement of Limited Partnership
dated even date herewith, Xxxxxx has withdrawn as general partner from the
Partnership and Homes has been admitted to the Partnership as the General
Partner; and
WHEREAS, the parties hereto desire to replace Xxxxxx with Homes in the
Agreement more fully set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which have been hereby acknowledge, 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 General Partner. All references to "General Partner"
in the Agreement shall be to "Homes for America Holdings, Inc., a Nevada
corporation."
4. Assumption of Obligations. Homes hereby assumes the obligations of
the General Partner under the Agreement.
5. Release. Xxxxxx hereby releases the Partnership, its Partners and
their affiliates, partners, members, officers, directors, employees and
agents from any claim it may have against them arising from the Agreement.
Any monies which may be due and owing to Xxxxxx pursuant to the Agreement
have been paid in full and there exists no further obligation of the
Partnership to Xxxxxx.
6. Titles and Captions. All captions in this Amendment are for
convenience only and shall not be deemed to be part of this Amendment and
in no way define, limited or describe the scope or intent of any
provisions.
7. 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 he necessary or appropriate to achieve the purposes of
this Amendment.
9. Partnership Administration Services Agreement. The terms and
provisions of the Agreement shall continue in full force and effect except
as expressly modified herein. Conflicts between this Amendment and the
Partnership Administration Services Agreement shall be resolved in favor of
this Amendment.
IN WITNESS WHEREOF, this First Amendment to Partnership Administration
Services Agreement was executed by the parties on the date first above
mentioned.
WITHDRAWING GENERAL PARTNER:
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
DEVELOPER:
PUTNAM HOMES FOR AMERICA
HOLDINGS INC.
By: /s/ Xxxxxx XxxXxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: President
