Exhibit 14
XXXXXXXX CORP.
Xxxxx 000
0 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 3, 1997
The Xxxxx Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: AMENDMENT TO STANDSTILL AGREEMENT
Ladies and Gentlemen:
We refer to the Agreement, dated as of November 26, 1996 and as
amended as of January 8, 1997 (the "Standstill Agreement"), between Xxxxxxxx
Corp., a Delaware corporation ("Xxxxxxxx"), and The Xxxxx Corporation, a
Massachusetts corporation ("Xxxxx").
As you know, Xxxxxxxx'x affiliate, American Holdings I, L.P., a
Delaware limited partnership ("AHI"), proposes to enter into agreements (the
"Krescent Agreements") with Krescent Partners, L.L.C. ("Krescent") pursuant to
which Krescent and AHI will participate jointly in tender offers with respect to
units of investor limited partnership interest or shares, as the case may be, of
the following entities (collectively, the "Entities")
Xxxxx Cash Plus II Limited Partnership
Xxxxx Government Income Trust
Concurrently herewith, AHI will enter into an Assumption Agreement and Consent,
dated as of the date hereof (the "Assumption Agreement"), with Liquidity
Financial Group, L.P., a California limited partnership ("LFG"), and Xxxxx
pursuant to which AHI will agree, subject to the terms and conditions set forth
therein, to become bound by the Letter Agreement (as defined in the Assumption
Agreement) to the extent that LFG is so bound, with respect to each of the
Entities. A copy of the Assumption Agreement is annexed hereto as Exhibit A.
Inasmuch as AHI is assuming obligations with respect to the Entities
under the Assumption Agreement that are substantially similar to the obligations
with respect to those Entities set forth in the Standstill Agreement and in
order to avoid confusion, Xxxxxxxx and Xxxxx hereby agree to amend the
Standstill Agreement to
2
delete the Entities from the list of Xxxxx Funds (as defined in the Standstill
Agreement) set forth on Schedule 1 thereto. Accordingly, from and after the date
hereof, the obligations of Xxxxxxxx and its affiliates with respect to the
Entities will be governed solely by the Letter Agreement, to the extent assumed
by AHI pursuant to the Assumption Agreement. The Standstill Agreement, as hereby
amended, will continue in full force and effect in accordance with its terms.
If the foregoing correctly sets forth our understanding, please so
indicate by signing the enclosed copy of this letter in the space indicated
below and returning it to the undersigned, whereupon it will constitute a
binding agreement between us.
Very truly yours,
XXXXXXXX CORP.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx, President
ACCEPTED AND AGREED TO AS OF THE
DATE FIRST ABOVE WRITTEN:
THE XXXXX CORPORATION
By: /s/
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