Common use of Background of the Offer Clause in Contracts

Background of the Offer. Affiliation With the General Partner. Upon the Partnership's formation in 1983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group, a California general partnership, was the non-corporate general partner. As a result of a succession of agreements, CCEC became the Partnership's managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the managing general partner of the Partnership (and as the managing general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation. Previous Tender Offer. In February 1998, Madison River Properties, L.L.C. ("Madison River") acquired 43,796 (or approximately 24%) of the outstanding Units, at a purchase price of $30 per Unit, pursuant to a tender offer commenced in December 1997. Madison River was affiliated with IPLP, IPT, Insignia and the General Partner at the time.

Background of the Offer. Affiliation With with the General Partner. Upon the Partnership's formation in 19831981, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital GroupManagement Company, a California general partnership, was the non-corporate general partner. As a result of a succession of agreements, CCEC became the Partnership's managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the managing general partner of the Partnership (and as the managing general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation. Previous Tender Offer. In February 19981992, Madison River Properties, L.L.C. LP Acceptance Corporation ("Madison RiverLP Corporation") acquired 43,796 42,843 (or approximately 2421.5%) of the outstanding Units, at a purchase price of $30 225 per Unit, pursuant to a tender offer commenced in December 1997October 1992. Madison River LP Corporation was affiliated with IPLP, IPT, Insignia and the General Partner at the time, but was not an affiliate of the Purchaser, IPT or Insignia. Insignia acquired, as a result of a transaction that occurred in December 1994, those Units and contributed such Units to IPLP following the formation of IPT in December 1996. General Partner's Affiliation with CCEP. In 1989, ConCap Partners defaulted on certain interest payments that were due under the original loan agreement between the Partnership and ConCap Partners, and ConCap Partners subsequently filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In November 1990, as part of ConCap Partners' reorganization plan, the Partnership and ConCap Partners executed the Loan Agreement and CCEP renewed the deeds of trust on the CCEP Properties. ConCap Holdings (which is an affiliate of the General Partner) is the sole general partner of CCEP, and has full discretion with respect to conducting CCEP's business, including managing the CCEP Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings (or to the Partnership with respect to the Partnership's properties).

Background of the Offer. Affiliation With the General Partner. Upon the Partnership's formation in 19831980, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group, a California general partnership, was the non-corporate general partner. As a result of a succession of agreements, CCEC became the Partnership's managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the managing general partner of the Partnership (and as the managing general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation. Previous Tender Offer. In February 1998, Madison River Properties, L.L.C. ("Madison River") acquired 43,796 (or approximately 24%) of the outstanding Units, at a purchase price of $30 per Unit, pursuant to a tender offer commenced in December 1997. Madison River was affiliated with IPLP, IPT, Insignia and the General Partner at the time.

Background of the Offer. Affiliation With with the General Partner. Upon the Partnership's formation in 1983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital GroupManagement Company, a California general partnership, was the non-corporate general partner. As a result of a succession of agreements, CCEC became the Partnership's managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the managing general partner of the Partnership (and as the managing general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation. Previous Tender OfferGeneral Partner's Affiliation with CCEP/2. In February 19981989, Madison River PropertiesEquity Partners/Two, L.L.C. ("Madison River") acquired 43,796 (or approximately 24%) defaulted on certain interest payments that were due under the original loan agreement between the Partnership and Equity Partners/Two, and Equity Partners/Two subsequently filed for reorganization under Chapter 11 of the outstanding UnitsUnited States Bankruptcy Code. In November 1990, at a purchase price as part of $30 per UnitEquity Partners/Two's reorganization plan, pursuant to a tender offer commenced in December 1997the Partnership and Equity Partners/Two executed the Loan Agreement and CCEP/2 renewed the deeds of trust on the CCEP/2 Properties. Madison River was affiliated with IPLP, IPT, Insignia and ConCap Holdings (which is an affiliate of the General Partner at Partner) is the timesole general partner of CCEP/2, and has full discretion with respect to conducting CCEP/2's business, including managing the CCEP/2 Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP/2 Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP/2 Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings.

Background of the Offer. Affiliation With with the General Partner. Upon the Partnership's formation in 1983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group, a California general partnership, was the non-corporate general partner. As a result of a succession of agreements, CCEC became the Partnership's managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the managing general partner of the Partnership (and as the managing general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation. Previous Tender Offer. In February 1998, Madison River Properties, L.L.C. ("Madison River") acquired 43,796 (or approximately 24%) of the outstanding Units, at a purchase price of $30 per Unit, pursuant to a tender offer commenced in December 1997. Madison River was affiliated with IPLP, IPT, Insignia and the General Partner at the time.