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SECOND AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE
This Second Amendment to Settlement Agreement and Release
(this "Amendment") is made and entered into as of the 6th day of
January 1997, by and between The Xxxxx Corporation ("Xxxxx"), a
Massachusetts corporation with a principal place of business at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and Liquidity
Financial Group, L.P. ("Liquidity") individually and on behalf of
certain Affiliates as defined in the Agreement (as hereinafter
defined), a California limited partnership with a principal place
of business at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the parties entered into a Settlement Agreement and
Release dated the 27th day of June, 1996, as amended as of
October 8, 1996 (as amended, the "Agreement"), and now desire to
the amend the Agreement, to eliminate a possible ambiguity and to
facilitate the contemplated transactions described below, as
hereinafter set forth.
WHEREAS, Krescent Partners L.L.C. (i) retained Liquidity
Financial Advisors, Inc., an affiliate of Liquidity, as its
financial advisor, (ii) agreed to become bound by the terms of
the Agreement, and (iii) commenced tender offers (the "Krescent
Tender Offers") for units of Investor Limited Partnership
Interests of the real estate limited partnerships listed on
Schedule I attached hereto (the "Scheduled Partnerships");
WHEREAS, American Holdings I, L.P. ("AHI") desires to
participate in the Krescent Tender Offers and, therefore, has
agreed to become bound by the terms of the Agreement with respect
to the Scheduled Partnerships; and
WHEREAS, Xxxxx has consented to the participation of AHI in
the Krescent Tender Offers upon AHI's agreement to be bound by
the terms of the Agreement with respect to the Scheduled
Partnerships;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
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1. Section 4(d), of the Agreement is hereby amended and
restated in its entirety as follows:
(d) form, join or otherwise participate in a "group" within
the meaning of Section 13(d)(3) of the Securities and
Exchange Act of 1934, as amended, with respect to any voting
securities of a Xxxxx Fund, unless each member of such group
agrees in writing to be bound by the terms of this
Agreement; provided, however, that Liquidity and Liquidity
Affiliates shall not be deemed to be acting in a "group" in
violation of this Section 4(d) solely by virtue of their
voting their interests in compliance with Section 4(a) of
this Agreement;
2. Xxxxx hereby agrees that the agreement between
Liquidity and AHI, attached hereto as Exhibit A, satisfies the
requirements of the amended Section 4(d) of the Agreement, as set
forth in Section 1 of this Amendment.
3. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or
modification.
IN WITNESS WHEREOF, the parties have executed this
Agreement under seal as of the date first above written.
THE XXXXX CORPORATION
By:/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial
Corporation, its general partner
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
President
3 SCHEDULE I
Xxxxx Realty Fund, Ltd. - III
Xxxxx Realty Limited Partnership - V
Xxxxx Realty Limited Partnership - VII
Xxxxx Cash Plus Limited Partnership
