Exhibit 2
FIRST AMENDMENT TO
OPTION AGREEMENT
FIRST AMENDMENT TO OPTION AGREEMENT, dated as of January 8, 1997 (the
"Amendment"), by and between Liquidity Financial Group, L.P., a California
limited partnership (the "Optionee"), and Apollo Real Estate Investment Fund II,
L.P., a Delaware limited partnership (the "Fund").
WITNESSETH:
WHEREAS, the parties entered into an Option Agreement, dated the 21st
day of November, 1996 (the "Agreement"), and now desire to amend the Agreement
to clarify the commencement of the Option Period; and
WHEREAS, Krescent Partners L.L.C., a Delaware limited liability company
(the "Bidder"), has commenced or will commence a series of tender offers (the
"Tender Offers") to acquire units of Investor Limited Partnership Interest (or
assignee interests therein or depositary certificates representing such units)
(the "Units") of various real estate limited partnerships sponsored and/or
managed by The ▇▇▇▇▇ Corporation, a Massachusetts corporation (the "Targets").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 1 of the Agreement is hereby amended and restated in its
entirety as follows:
1. Grant of the Options. The Fund hereby grants to the
Optionee the right to purchase (the "Option") all or any part of the
Option Interests from the Fund exercisable from the latest date
Bidder accepts for payment Units tendered pursuant to a Tender Offer
until that date which is six months after the date the Option becomes
exercisable (the "Option Period"), at a purchase price (the "Purchase
Price") equal to five percent (5%) of the aggregate consideration
paid and expenses incurred by the Bidder for the Units in the Tender
Offer together with interest at a rate of 20% per annum based on a
year of 366 days (calculated from and after the date of the closing
of the Tender Offer through and including the date of the closing of
the Option). If Optionee does not exercise the entire Option, the
Purchase Price shall be reduced pro rata in accordance with the
percentage of the entire Option exercised by the Optionee;
2. Except as expressly set forth above, the Agreement shall remain in
full force and effect without amendment or modification.
3. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial
Corporation, its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
APOLLO REAL ESTATE INVESTMENT
FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P., its
general partner
By: Apollo Real Estate Capital Advisors II,
Inc., its general partner
By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
