REGISTRATION STATEMENT
ON FORM S-3
Under
THE SECURITIES ACT OF 1933
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------ ------------------------
Ex-4.1 - Amended and Restated Agreement of Limited Partnership of Registrant, dated as of
May 12, 1987 (the "Partnership Agreement").*
Ex-4.2 - Form of Amendment No. 1 to the Partnership Agreement.**
Ex-4.3 - Amended and Restated Agreement of Limited Partnership of American Real Estate
Holdings, Limited Partnership ("AREH"), dated as of July 1, 1987.*
Ex-4.4 - Depositary Agreement dated as of May 21, 1987 among Registrant, the General
Partner and the Subscription Agent (the "Depositary Agreement").*
Ex-4.5 - Form of Amendment No. 1 to the Depositary Agreement.**
Ex-4.6 - Form of Subscription Certificate (included on pages A-1 and A-2 of the Prospectus
forming part of this Registration Statement).
Ex-4.7 - Form of Notice of Guaranteed Delivery (included on pages B-1 and B-2 of the
Prospectus forming a part of this Registration Statement).
Ex-4.8 - Form of Nominee Holder Over-Subscription Exercise Form (included as page C-1
of the Prospectus forming a part of this Registration Statement).
Ex-4.9 - Form of Certificate representing Preferred Units.****
Ex-4.10 - Form of Subscription Guaranty Agreement between Registrant and High Coast Limited
Partnership, (the "Gurantor"). **
Ex-4.11 - Form of Registration Rights Agreement between Registrant and the Guarantor.
Ex-5 - Opinion of Rogers & Wells.
Ex-8 - Opinion of Rogers & Wells as to certain federal income tax matters.
Ex-10.1 - Note Purchase Agreements, dated as of May 27, 1988 among Registrant, AREH and
The Prudential Insurance Company of America (the "Note Agreements").***
Ex-10.2 - Amendment No. 1 to the Note Agreement, dated November 17, 1988.**
Ex-10.3 - Amendment No. 2 to the Note Agreement dated November 17, 1988.**
Ex-10.4 - Amendment No. 3 to the Note Agreement dated June 21, 1994.**
Ex-10.5 - Amendment No. 4 to the Note Agreement dated August 12, 1994.**
Ex-12 - Computation of Ratio of Earnings to Fixed Charges.****
Ex-23.1 - Consent of KPMG Peat Marwick.
Ex-23.2 - Consents of Rogers & Wells (included in Exhibits 5 and 8).
Ex-99.1 - Form of Subscription Agent Agreement between Registrant and the
Subscription Agent.**
Ex-99.2 - Form of Amended and Restated Agency Registration Agreement
between Registrant and the Subscription Agent.**
<FN>
_______________________
<F1>
* Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 -
incorporated by reference.
<F2>
** Previously filed.
<F3>
*** Filed as an Exhibit to Registrant's Current Report on Form 8-K dated May 27, 1988 - incorporated by
reference.
<F4>
**** To be filed by Amendment.