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FIRST AMENDMENT TO
OPTION AGREEMENT
FIRST AMENDMENT TO OPTION AGREEMENT, dated as of January 8,
1997 (the "Amendment"), by and between Liquidity Financial Group, L.P., a
California limited partnership (the "Optionee"), and Apollo Real Estate
Investment Fund II, L.P., a Delaware limited partnership (the "Fund").
WITNESSETH:
WHEREAS, the parties entered into an Option Agreement, dated
the 21st day of November, 1996 (the "Agreement"), and now desire to amend the
Agreement to clarify the commencement of the Option Period; and
WHEREAS, Krescent Partners L.L.C., a Delaware limited
liability company (the "Bidder"), has commenced or will commence a series of
tender offers (the "Tender Offers") to acquire units of Investor Limited
Partnership Interest (or assignee interests therein or depositary certificates
representing such units) (the "Units") of various real estate limited
partnerships sponsored and/or managed by The Xxxxx Corporation, a Massachusetts
corporation (the "Targets").
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 1 of the Agreement is hereby amended and
restated in its entirety as follows:
1. Grant of the Options. The Fund hereby grants to the
Optionee the right to purchase (the "Option") all or any part of the
Option Interests from the Fund exercisable from the latest date Bidder
accepts for payment Units tendered pursuant to a Tender Offer until
that date which is six months after the date the Option becomes
exercisable (the "Option Period"), at a purchase price (the "Purchase
Price") equal to five percent (5%) of the aggregate consideration paid
and expenses incurred by the Bidder for the Units in the Tender Offer
together with interest at a rate of 20% per annum based on a year of
366 days (calculated from and after the date of the closing of the
Tender Offer through and including the date of the closing of the
Option). If Optionee does not exercise the entire Option, the
Purchase Price shall be reduced pro rata in accordance with the
percentage of the entire Option exercised by the Optionee;
2. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or modification.
3. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial
Corporation, its general partner
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
President
APOLLO REAL ESTATE INVESTMENT
FUND II, L.P.
By: Apollo Real Estate Advisors II,
L.P., its general partner
By: Apollo Real Estate Capital
Advisors II, Inc.,
its general partner
By: /s/ W. Xxxxxx Xxxxxxx
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W. Xxxxxx Xxxxxxx
Vice President
