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ASSUMPTION AGREEMENT (this "Agreement"), dated as of
January 8, 1997, between Liquidity Financial Group, L.P., a
California limited partnership ("LFG"), and American Holdings I,
L.P., a Delaware limited partnership ("AHI").
W I T N E S S E T H:
WHEREAS, LFG and The Xxxxx Corporation, a Massachusetts
corporation (the "Corporation"), entered into a Letter Agreement,
dated as of June 27, 1996 and amended as of October 8, 1996 and
January 8, 1997 (the "Letter Agreement"), pursuant to which LFG
and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for current lists (the "Lists") of the
names and addresses of the holders of the units of Investor
Limited Partnership Interest (or depositary certificates
representing such units) (the "Units") in various real estate
limited partnerships sponsored and/or managed by The Xxxxx
Corporation, a Massachusetts corporation ("Xxxxx");
WHEREAS, Krescent Partners L.L.C. (I) retained
Liquidity Financial Advisors, Inc., an affiliate of LFG, as its
financial advisor and (ii) used the Lists of the real estate
limited partnerships listed on Schedule I attached hereto (the
"Scheduled Partnerships") to commence tender offers for Units
(the "Krescent Tender Offers");
WHEREAS, AHI desires to participate in the Krescent
Tender Offers and, therefore, has agreed to become bound by the
terms of the Letter Agreement with respect to the Scheduled
Partnerships; and
WHEREAS, Xxxxxxxx Corporation ("Xxxxxxxx"), an
affiliate of AHI, and Xxxxx are parties to an agreement, dated
November 26, 1996 (the "Xxxxxxxx Standstill Agreement"), pursuant
to which Xxxxxxxx has undertaken (on its own behalf and on behalf
of its affiliated, including AHI) certain obligations with
respect to the Scheduled Partnerships and certain other real
estate limited partnerships sponsored by Xxxxx and, concurrently
with the execution and delivery hereof, Xxxxxxxx and Xxxxx have
executed and delivered an amendment to the Xxxxxxxx Standstill
Agreement (the "Amendment") to delete the Scheduled Partnerships
from the schedule of real estate limited partnerships covered by
the Xxxxxxxx Standstill Agreement;
NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AHI agrees as
follows:
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(a) With respect to the Scheduled Partnerships, from
and after the date hereof AHI hereby agrees to become bound by
the Letter Agreement to the extent LFG is so bound as if AHI had
executed the Letter Agreement on the date hereof; provided,
however, AHI shall only have liability with respect to its
actions or inactions under the Letter Agreement and shall not be
liable for any breach of any representation, warranty or covenant
by LFG or any other party to the Letter Agreement (whether
directly or by assumption).
(b) AHI shall not be bound by the Letter Agreement to
the extent that any of the obligations and liabilities of LFG
under the Letter Agreement are expanded, broadened, increased or
enlarged.
(c) Nothing contained herein shall require AHI to pay,
perform or discharge any liabilities or obligations expressly
assumed hereunder so long as AHI shall in good faith contest or
cause to be contested the amounts or validity thereof.
(d) AHI represents that it has not made any statements
inconsistent with the terms of the Krescent Tender Offers and
hereby agrees to comply with the terms of that certain letter
dated December 17, 1996 from Xxxxxx X. Xxxxxxxxxxx to Xxxxx
Xxxxx, a copy of which is attached hereto.
IN WITNESS WHEREOF, LFG and AHI have caused this
Agreement to be duly executed as of the date first written above.
AMERICAN HOLDINGS I, L.P.
By: American Holdings I-GP, Inc.,
Its general partner
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
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LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial
Corporation, its general
partner
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
