AGREEMENT AMONG BIDDERS
Everest Properties II, LLC, a California limited liability company
("Everest"), Xxxxx Mill Investor, LLC, a New Jersey limited liability company
("Xxxxx"), and MPF Pacific Gateway, LLC, a California limited liability company
("MPF") (Everest, Xxxxx and MPF are referred to herein as the "Purchasers"), are
entering into this Agreement as of November 14, 2005 in order to establish each
party's rights and obligations regarding the offer to be made jointly by the
Purchasers on or about the date hereof (the "Offer") to buy units of limited
partnership interest ("Units") in Xxxxxx Xxxxxxx Historic Properties II, L.P.
(the "Partnership").
The Purchasers hereby agree as follows:
1. Each Purchaser consents to being named as a party to the Offer.
2. Everest Properties II, LLC shall manage all matters regarding the Offer
and shall be responsible for pursuing the Offer to its conclusion. The
Purchasers shall share the related expenses of pursuing the Offer, including a
reasonable charge for Everest's employees' time in preparing and executing the
Offer, pro rata in accordance with the portion of Units that they purchase.
3. Each Purchaser authorizes Everest Properties II, LLC and any officer
thereof to take any and all actions on its behalf and in its name in order to
proceed with the Offer, respond to comments of the Securities and Exchange
Commission, make determinations regarding the requirements and conditions in the
Offer, terminate the Offer, accept or reject Units for payment, submit transfers
of Units to the Partnership, or any other action necessary in the reasonable
judgment of Everest to consummate the Offer.
4. The Purchasers agree that Units tendered and purchased pursuant to the
Offer shall be divided among the Purchasers, subject to rounding for
convenience, as follows: Everest shall acquire 46%, Xxxxx shall acquire 46%, and
MPF shall acquire 8%. Notwithstanding the foregoing, the Purchasers agree that
they shall be jointly and severally liable to perform all the agreements made
with tendering Unit holders upon acceptance for payment of their tendered Units.
5. Each Purchaser represents and warrants to each other Purchaser that the
statements made in the Offer documents concerning such Purchaser are true and do
not contain any material misstatements or omissions. Each Purchaser represents
and warrants to each other Purchaser that it is not aware of any material
misstatement or omission in any of the statements made in the Offer documents,
regardless of the subject matter. Each Purchaser indemnifies each other
Purchaser and shall hold them harmless from any and all liability and expense,
to the maximum extent permitted by law, resulting from any breach of the
representations and warranties made in this paragraph.
6. The Purchasers shall all cooperate and provide such documents or take
such actions as may be reasonably necessary to consummate the Offer.
IN WITNESS WHEREOF, each Purchaser has executed and delivered this
Agreement as of the date indicated above.
EVEREST PROPERTIES, LLC XXXXX MILL INVESTOR, LLC
By: /S/ W. XXXXXX XXXXXXX By: /S/ XXXX X. XXXX
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Name: W. Xxxxxx Xxxxxxx Name: Xxxx X. Xxxx
Title: President Title: Authorized Agent
MPF PACIFIC GATEWAY, LLC
By: XxxXxxxxx Xxxxxxxxx Xxxxxx, Inc., Manager
By: /S/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President
