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EXHIBIT (c)(2)
AMENDED AND RESTATED ASSUMPTION AGREEMENT
AMENDED AND RESTATED ASSUMPTION AGREEMENT (this "Agreement"),
dated as of October 30, 1996, between Liquidity Financial Group, L.P., a
California limited partnership ("LFG"), and Acorn Hill Partners L.L.C., a
Delaware limited liability company (the "LLC").
W I T N E S S E T H:
WHEREAS, LFG and Aetna Real Estate Associates, L.P., a
Delaware limited partnership (the "Partnership"), entered into a Letter
Agreement, dated as of August 14, 1996 (the "Letter Agreement"), pursuant to
which LFG and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for a current list (the "List") of the names and
addresses of the holders of the Partnership's Limited Partnership Depositary
Units (the "Units"); and
WHEREAS, the LLC (i) has retained or will retain Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) desires to use the List for purposes consistent with the terms of the
Letter Agreement.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the LLC agrees as follows:
1. The LLC hereby agrees to become bound by the Letter
Agreement to the extent LFG is so bound, as if the LLC had executed the Letter
Agreement as of August 14, 1996; provided, however, the LLC shall only have
liability with respect to its actions or inactions under the Letter Agreement
and shall not be liable for any breach of any representation, warranty or
covenant by LFG or any other party to the Letter Agreement.
2. The LLC shall not be bound by the Letter Agreement to
the extent that any of the obligations and liabilities of LFG under the Letter
Agreement are expanded, broadened, increased or enlarged.
3. Nothing contained herein shall require the LLC to
pay, perform or discharge any liabilities or obligations expressly assumed
hereunder so long as the LLC shall in good faith contest or cause to be
contested the amount or validity thereof.
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IN WITNESS WHEREOF, LFG and the LLC have caused this Agreement
to be duly executed as of the date first written above.
ACORN HILL PARTNERS L.L.C.
By: AP-GP Prom Partners, Inc., its managing
member
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation, its general
partner
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: President
