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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 affiliates, 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:
(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).
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(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 amount 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
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: President
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SCHEDULE I
Xxxxx Realty Fund, Ltd. - III
Xxxxx Realty Limited Partnership - V
Xxxxx Realty Limited Partnership - VII
Xxxxx Cash Plus Limited Partnership
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