KRESCENT PARTNERS L.L.C.
0000 XXXXXX XX XXX XXXXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
January 8, 1997
American Holdings I, L.P.
000 Xxxxx Xxxxxxx Xxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
Re: XXXXX REALTY FUND, LTD.--III
Ladies and Gentlemen:
The parties hereto confirm their agreement to the terms
of Exhibit A annexed hereto, which terms are incorporated herein
by reference, which agreement is intended to be legally binding
and enforceable upon execution and delivery hereof and which,
unless modified or terminated by a writing signed by all of the
parties hereto, constitutes the definitive agreement among the
parties relating to the subject matter hereof and thereof.
Each of the parties represents and warrants to the
other that (1) it has the right, power and authority to enter
into this letter agreement, (2) upon the execution of this letter
agreement by each of the parties hereto, this letter agreement
will constitute the legal, valid and binding obligation of such
party, enforceable against such party in accordance with its
terms, and (3) no consent or approval of any third party or
governmental agency or authority is required for such party to
execute and deliver this letter agreement or to perform its
obligations hereunder.
Each of the parties hereto agrees that the terms of
this letter agreement are confidential and may not be disclosed
by any party hereto, except as may be required by law and except
to principals and authorized representatives of the parties
hereto, without the written consent of all of the parties.
Except as may be required by law, any public announcement
regarding this letter agreement or the transactions contemplated
herein may not be made by any party without the prior consent of
all other parties hereto.
This letter agreement shall be governed by and
interpreted in accordance with the laws of the State of New York,
without regard to the conflicts of law provisions thereof.
This letter agreement may be executed in separate
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
This letter agreement shall supersede all prior agreements,
written or oral, by or among any of the parties hereto with
respect to the subject matter hereof and may not be amended or
otherwise modified except in writing signed by all of the parties
hereto. Any party may execute this letter agreement by
transmitting a copy of its signature by facsimile to the other
parties. In such event the signing party shall deliver an
original of the signature page to each of the other parties
within one business day of signing and failure to so deliver such
originals shall result in the facsimile copy of that party's
signature being treated as an original.
Very truly yours,.
KRESCENT PARTNERS L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, Vice President
AP-GP PROM PARTNERS INC.
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, Vice President
APOLLO REAL ESTATE INVESTMENT
FUND II, L.P.
By: Apollo Real Estate
Advisors II, L.P.,
General Partner
By: Apollo Real Estate Capital
Advisors II, Inc.
General Partner
By: /s/ W. Xxxxxx Xxxxxxx
W. Xxxxxx Xxxxxxx
KRESCENT LFG L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, Vice President
ACCEPTED AND AGREED TO AS
OF THE DATE FIRST ABOVE WRITTEN:
AMERICAN HOLDINGS I, L.P.
By: American Holdings I-GP, Inc.,
General Partner
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Vice President
AMERICAN HOLDINGS I-GP, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Vice President
AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP
By: American Property Investors, Inc.,
General Partner
By: /s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
