REGISTRATION STATEMENT
ON FORM S-3
Under
THE SECURITIES ACT OF 1933
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
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Ex-4.1 - Amended and Restated Agreement of Limited Partnership of Registrant, dated as of
May 12, 1987 (the "Partnership Agreement") (filed as Exhibit No. 3.2 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated
herein by reference).
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 (filed as Exhibit No.
3.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1987
and incorporated herein by reference).
Ex-4.4 - Depositary Agreement dated as of May 21, 1987 among Registrant, the General
Partner and the Subscription Agent (the "Depositary Agreement") (filed as Exhibit No.
4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1987
and incorporated herein by reference).
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") (filed as
Exhibit Nos. 2a and 2b to Registrant's Current Report on Form 8-K dated
May 27, 1988 and incorporated herein by reference).
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 (included on pages 36 and 37
of the Prospectus forming a part of this Registration Statement).
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 Agreement between Registrant and
the Subscription Agent.*
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* Previously filed.
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** Filed herewith.
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