KRESCENT PARTNERS L.L.C.
0000 XXXXXX XXXXX 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 CASH PLUS LIMITED PARTNERSHIP
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 anyparty 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
AP-GP PROM PARTNERS INC.
By: /s/ Xxxxxxx Xxxx
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
KRESCENT LFG L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member
By: /s/ Xxxxxxx Xxxx
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
AMERICAN HOLDINGS I-GP, INC.
By:/s/ Xxxxx X. Xxxxxx
AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP
By: American Property Investors, Inc.,
General Partner
By:/s/ Xxxx X. Xxxxxxxxxx
