AGREEMENT FOR DISSOLUTION OF JOINT VENTURE/PARTNERSHIP
THIS AGREEMENT FOR DISSOLUTION OF JOINT VENTURE/PARTNERSHIP (this
"Agreement") is made effective as of the 18th day of December, 1996, by and
between Prudential Acquisition Fund I, L.P. ("PAF") and Prudential Realty
Acquisition Fund II, L.P. ("PRAF").
BACKGROUND
On May 8, 1985, PAF and The Prudential Insurance Company of America
("Prudential") entered into a certain Joint Venture Agreement, thereby
creating a joint venture/partnership under Florida law, which operated under
the name of "Ridge Plaza Joint Venture" ("Ridge Plaza"). The purpose of Ridge
Plaza was to enter into contracts to purchase two shopping centers located in
Broward County, Florida (the "Centers"), and to acquire and operate for
investment purposes, the Centers.
As of May 15, 1986, Prudential sold its entire interest in Ridge Plaza to
PRAF as documented in that certain Third Amendment to Joint Venture Agreement
of Ridge Plaza Joint Venture dated as of May 15, 1986.
On March 26, 0000, Xxxxx Xxxxx sold the Centers and distributed the proceeds
of such sale to its joint venture partners.
The parties have agreed that since Ridge Plaza has distributed substantially
all of its assets, Ridge Plaza should be dissolved as of December 18th, 1996,
and that any remaining joint venture/partnership assets should be distributed
between the parties hereto.
NOW THEREFORE, in consideration of the promises and agreements herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are acknowledged, the parties agree as follows:
AGREEMENT
1. Dissolution. Effective on the date first above written, Ridge Plaza is
hereby dissolved. Accordingly the business of Ridge Plaza shall be wound up
and all its assets distributed in liquidation in accordance with its Joint
Venture Agreement and this Agreement.
2. Closing of Books. The partnership books of Ridge Plaza will be closed and
an accounting will be completed on or before December 31, 1996.
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3. Distribution of the Assets. All remaining assets of Ridge Plaza shall be
distributed in accordance with Section 13.5 of the Joint Venture Agreement.
4. Final Partnership Return. Ridge Plaza will (i) file its final Form 1065,
U.S. Partnership Return of Income, and (ii) distribute Schedule K-1's,
Partner's Share of Income, Credits, Deductions, etc., to PAF and PRAF,
respectively, for the calendar year 1996, on or before April 15, 1997.
5. Retention of the Joint Venture/Partnership Books. The joint
venture/partnership books will be retained by Prudential Securities, as
agent for PAF and PRAF for a period of six (6) years. PAF and PRAF and
their agents will have access to the joint venture/partnership books during
said six (6) year period for all reasonable purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WITNESSES:
PAF
Prudential Acquisition Fund I, L.P.,
a Delaware limited partnership, partner
By: Prudential Realty Partnerships, Inc.,
general partner
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------- -------------------------
Name: Xxxxx X. Xxxxxxx (print) Name: Xxxxx X. Xxxxx
Its: Vice President
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx (print)
PRAF
Prudential Realty Acquisition Fund II, L.P.,
a Delaware limited partnership, partner
By: Prudential Realty Partnerships, Inc.,
general partner
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------- -------------------------
Name: Xxxxx X. Xxxxxxx (print) Name: Xxxxx X. Xxxxx
Its: Vice President
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx (print)
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