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ASSUMPTION AGREEMENT AND CONSENT (this "Agreement"), dated as of
February 7, 1997, among Liquidity Financial Group, L.P., a California limited
partnership ("LFG"), American Holdings I, L.P., a Delaware limited partnership
("AHI"), and The Xxxxx Corporation, a Massachusetts corporation ("Xxxxx").
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 January 6, 1997 (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 securities (i.e.,
depositary receipts representing units of investor limited partnership interest
and shares of beneficial interest) (the "Units") in various funds sponsored
and/or managed by Xxxxx;
WHEREAS, Krescent Partners L.L.C. (i) retained Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) expects to use the Lists of the entities listed on Schedule I attached
hereto (the "Scheduled Entities") to commence tender offers for Units (the
"Tender Offers");
WHEREAS, AHI desires to participate in the Tender Offers and,
therefore, has agreed to become bound by the terms of the Letter Agreement with
respect to the Scheduled Entities;
WHEREAS, Krescent may sell, transfer or assign to AHI certain
Units previously purchased by it such that Krescent and AHI will thereafter own
58.2% and 41.8%, respectively, of the aggregate number of Units owned by them;
WHEREAS, Xxxxx has consented to the participation of AHI in the
Tender Offers upon AHI's agreement to be bound by the terms of the Letter
Agreement with respect to the Scheduled Entities; and
WHEREAS, Xxxxxxxx Corporation ("Xxxxxxxx"), an affiliate of AHI,
and Xxxxx are parties to an agreement, dated November 26, 1996 and amended as
of January 8, 1997 (the "Xxxxxxxx Standstill Agreement"), pursuant to which
Xxxxxxxx has undertaken (on its own behalf and on behalf of its affiliates,
including AHI) certain obligations with respect to the Scheduled Entities and
certain other funds sponsored by Xxxxx and, concurrently with the execution and
delivery hereof, Xxxxxxxx and Xxxxx have executed and delivered an amendment to
the Xxxxxxxx Standstill Agreement (the "Amendment") to delete the Scheduled
Entities from the schedule of funds covered by the Xxxxxxxx Standstill
Agreement;
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 Scheduled Entities, from and after the
date hereof 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 on the date
hereof; 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
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breach of any representation, warranty or covenant by LFG or any other party to
the Letter Agreement (whether directly or by assumption).
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.
4. Xxxxx agrees that this Agreement satisfies the
requirements of the Letter Agreement, including without limitation with regard
to the formation of a "group" (as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) and with regard to the sale, transfer or
assignment of Units by and between Krescent and AHI.
IN WITNESS WHEREOF, LFG, AHI and Xxxxx 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: /s/ Xxxxx Xxxxxxx
-----------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice
President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial
Corporation, its general
partner
By: /s/ Xxxxx Xxxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxxx
Title: President
THE XXXXX CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: President
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SCHEDULE I
Xxxxx Cash Plus-II Limited Partnership
Xxxxx Government Income Trust
