Exhibit 11
XXXXXXXX CORP.
Xxxxx 000
0 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 8, 1997
The Xxxxx Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment to Standstill Agreement
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Ladies and Gentlemen:
We refer to the Agreement, dated as of November 26, 1996 (the
"Standstill Agreement"), between Xxxxxxxx Corp., a Delaware corporation
("Xxxxxxxx"), and The Xxxxx Corporation, a Massachusetts corporation ("Xxxxx").
As you know, Xxxxxxxx'x affiliate, American Holdings I, L.P., a
Delaware limited partnership ("AHI"), proposes to enter into agreements (the
"Krescent Agreements") with Krescent Partners, L.L.C. ("Krescent") pursuant to
which AHI will participate in certain tender offers being made or proposed to be
made by Krescent with respect to units of investor limited partnership interest
of the following limited partnerships (collectively, the "Krescent
Partnerships"):
Xxxxx Realty Limited Partnership--V
Xxxxx Cash Plus Limited Partnership
Xxxxx Realty Fund, Ltd. - III
Xxxxx Realty Limited Partnership--VII
In connection with the execution and delivery of the Krescent Agreements, AHI
has terminated offers to purchase up to 4.9% of the outstanding units of
investor limited partnership interest of Xxxxx Realty Limited Partnership--V,
Xxxxx Realty Fund, Ltd.--III and Xxxxx Realty Limited Partnership--VII.
Concurrently herewith, AHI will enter into an Assumption Agreement, dated as of
the date hereof (the "Assumption Agreement"), with Liquidity Financial Group,
L.P., a California limited partnership ("LFG"), pursuant to which AHI will
agree, subject to the terms and conditions set forth therein, to become bound by
the Letter Agreement (as defined in the Assumption Agreement) to the extent that
LFG is so bound, with respect to each of the Krescent Partnerships. A copy of
the Assumption Agreement is annexed hereto as Exhibit A.
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Inasmuch as AHI has assumed obligations with respect to the Krescent
Partnerships under the Assumption Agreement that are substantially similar to
the obligations with respect to those Partnerships set forth in the Standstill
Agreement and in order to avoid confusion, Xxxxxxxx and Xxxxx hereby agree to
amend the Standstill Agreement to delete the Krescent Partnerships from the list
of Xxxxx Funds (as defined in the Standstill Agreement) set forth on Schedule I
thereto. Accordingly, from and after the date hereof, the obligations of
Xxxxxxxx and its affiliates with respect to the Krescent Partnerships will be
governed solely by the Letter Agreement, to the extent assumed by AHI pursuant
to the Assumption Agreement. The Standstill Agreement, as hereby amended, will
continue in full force and effect in accordance with its terms.
If the foregoing correctly sets forth our understanding, please so indicate by
signing the enclosed copy of this letter in the space indicated below and
returning it to the undersigned, whereupon it will constitute a binding
agreement between us.
Very truly yours,
XXXXXXXX CORP.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
ACCEPTED AND AGREED TO AS OF THE
DATE FIRST ABOVE WRITTEN:
THE XXXXX CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
-----------------------
Xxxxxxxx Xxxxxx
President
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EXHIBIT A
ASSUMPTION AGREEMENT (this "Agreement"), dated as of December ,
1996, between Liquidity Financial Group, L.P., a California limited partnership
("LFG"), and American Holdings I., L.P., a Delaware limited partnership ("AHI").
W I T N E S S E T H:
WHEREAS, LFG and The Xxxxx Corporation, a Massachusetts corporation
(the "Corporation"), entered into a Letter Agreement, dated as of June 27, 1996
and amended as of October 8, 1996 and December , 1996 (the "Letter Agreement"),
pursuant to which LFG and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for current lists (the "Lists") of the names and
addresses of the holders of the units of Investor Limited Partnership Interest
(or depositary certificates representing such units) (the "Units") in various
real estate limited partnerships sponsored and/or managed by The Xxxxx
Corporation, a Massachusetts corporation;
WHEREAS, Krescent Partners (i) retained Liquidity Financial
Advisors, Inc., an affiliate of LFG, as its financial advisor and (ii) used the
Lists of the real estate limited partnerships listed on Schedule I attached
hereto to commence tender offers for Units (the "Krescent Tender Offers"); and
WHEREAS, AHI desires to participate in the Krescent Tender Offers
and, therefore, has agreed to become bound by the terms of the Letter Agreement
with respect to the real estate limited partnership listed on Schedule I
attached hereto;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, AHI agrees as follows:
1. With respect to the real estate limited partnerships listed on
Schedule I attached hereto, AHI hereby agrees to become bound by the Letter
Agreement to the extent LFG is so bound as if AHI had executed the Letter
Agreement as of June 27, 1996, and amended as of October 8, 1996 and December ,
1996; provided, however, AHI 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.
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2. AHI 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 AHI to pay, perform or
discharge any liabilities or obligations expressly assumed hereunder so long as
AHI shall in good faith contest or cause to be contested the amount or validity
thereof.
IN WITNESS WHEREOF, LFG and AHI have caused this agreement to be
duly executed as of the date first written above.
AMERICAN HOLDINGS I, L.P.
By: American Holdings I-GP, Inc. its general
partner
By:
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Name:
---------------------------------
Title:
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LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation, its
general partner
By:
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Name: Xxxxx Xxxxxxxxx
Title: President
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SCHEDULE I
Xxxxx Realty Fund, Ltd. - III
Xxxxx Realty Limited Partnership - V
Xxxxx Realty Limited Partnership - VII
Xxxxx Cash Plus Limited Partnership
