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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
