TERMINATION OF AGREEMENTS
AND ASSIGNMENT OF ACCOUNTS
THIS TERMINATION OF AGREEMENTS, made as of the 5th day of May, 1997
between Northtown Mall Partners, a California general partnership ("Borrower")
and Northtown Associates, a Delaware general partnership and State of Wisconsin
Investment Board, an independent state agency created pursuant to the laws of
Wisconsin (collectively, "Lender").
RECITALS
Borrower and Lender are parties to (i) a Loan agreement dated March
15, 1991, between Borrower and Lender, providing for a loan of up to $58,000,000
to Borrower (the "Loan Agreement"), (ii) a Tax and Insurance Premium Deposit
Agreement dated March 15, 1991, among Norwest Bank Minnesota ("Agent"), Lender
and Borrower, providing for a tax and insurance escrow (the "tax Escrow
Agreement"), and (iii) a Reserve Account Deposit Agreement dated March 15, 1991,
among Agent, Lender and Borrower, providing for deposit with Agent of certain
monies (the "Deposit Agreement"). The account created pursuant to the Tax
Escrow Agreement is Norwest Bank account #12628300 (the "Tax Account"). The
account created pursuant to the Deposit Agreement is Norwest Bank account
#12628400 (the "Reserve Account").
The parties have agreed to terminate the Loan Agreement, Tax Escrow
Agreement and Deposit Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Loan Agreement, Tax Escrow Agreement and Deposit Agreement
are hereby terminated. The December 19, 1996, letter from William McCarthy on
behalf of Borrower, instructing Agent not to make disbursements from the Reserve
Account, is revoked.
2. All of Borrower's right, title and interest in the Tax Account
and the Reserve Account are assigned to Lender. Agent is authorized and
instructed to (i) wire all funds in the Reserve Account to the account
designated on Exhibit A hereto, and (ii) wire all funds in the Tax Account to an
account (the "New Tax Account") established for Lender or Northtown LLP, a
Minnesota limited liability partnership in which the sole partners are Lender,
with the New Tax Account to be identified to Agent by statement from Faegre &
Benson. All interest earned on but not posted to the Tax Account or the Reserve
Account when the aforesaid wirings are made shall be wired to the New Tax
Account when it is posted by Agent.
3. Prior to the wiring referred to in the first sentence of Section
2 hereof, Agent may deduct from the Tax Account and the Reserve Account its
final fees relating to those accounts.
4. This Agreement may be signed in separate counterparts which,
taken together, constitute a single agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be made as of the day and year first above stated.
NORTHTOWN MALL PARTNERS
By Angeles Income Properties, Ltd. III,
a California limited partnership, its
general partner
By Angeles Realty Corporation II,
its general partner
By /s/ Robert D. Long, Jr.
Its Vice President
And Angeles Income Properties, Ltd. IV, a
California limited partnership, its
general partner
By Angeles Realty Corporation II,
its general partner
By /s/ Robert D. Long, Jr.
Its Vice President
And Angeles Realty Corporation II, its general
partner
By /s/ Robert D. Long, Jr.
Its Vice President
NORTHTOWN ASSOCIATES, a Delaware
general partnership
By Northtown Mall I, B.V., its partner
By US Alpha, Inc., its agent and
attorney in fact
By /s/ Raymond H. Bottorf
Its President
And Northtown Mall II, B.V., its partner
By US Alpha, Inc., its agent and
attorney in fact
By Raymond H. Bottorf
Its President
STATE OF WISCONSIN INVESTMENT
BOARD
By /s/ Charles R. Carpenter
Assistant Investment Director
Real Estate & Mortgages