Exhibit (c)(5)
HIGH RIVER LIMITED PARTNERSHIP
September 8, 1995
Robert A. McNeil
Carole J. McNeil
McNeil Partners, L.P.
13760 Noel Road, Suite 700
Dallas, Texas 75240
Dear Mr. and Mrs. McNeil:
Reference is made to the letter agreement among
the undersigned and McNeil Investors, Inc., a copy of
which is annexed hereto as Exhibit A (the "August 24th
Letter Agreement"). Capitalized term used but not
defined herein shall have the meanings ascribed to them
in the August 24th Letter Agreement.
The parties to this letter agreement hereby
agree that, except as otherwise hereafter agreed in
writing by the such parties:
1. The August 24th Letter Agreement is hereby
amended by substituting "September 12, 1995" for
"September 7, 1995" in paragraphs 1, 2, 3, 5 and 6 of
such August 24th Letter Agreement.
2. McNeil Partners shall have the absolute right,
from time to time through 12 o'clock noon on September
11, 1995, to require High River to extend, and upon
receipt of written notice from McNeil Partners, High
River shall unconditionally extend, the expiration date
of the Offers to Purchase and High River shall, upon
receipt of such notice, issue a press release no later
that the next business day announcing such extension;
provided, however, under no circumstances shall McNeil
Partners have the right to require High River to extend
the expiration date of the Offers to Purchase beyond
September 25, 1995.
3. Each party to this letter agreement represents
and warrants to the other party that during the period
commencing upon the termination of its obligations under
Paragraphs 1, 2, 3, 5 and 6 of the August 24th Letter
Agreement (the "Obligations") and ending upon the
execution of this letter agreement, it has not done any
act which would have violated the Obligations had they
been in effect at that time.
4. Nothing in this letter agreement shall be
deemed to be, or shall be, a waiver by either party to
this letter agreement of the respective rights under the
August 24th Letter Agreement.
If the foregoing is acceptable to you, please so
indicate by executing this letter in the space provided
below.
Very truly yours,
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
/s/ Edward E. Mattner
____________________________
Edward E. Mattner
/s/ Carl C. Icahn, by Theodore Altman
________________________________
Carl C. Icahn
Agreed and Accepted
McNeil Partners, L.P.
By: McNeil Investors, Inc.
/s/ Robert A. McNeil
________________________
Robert A. McNeil
Chairman
/s/ Carole J. McNeil
________________________
Carole J. McNeil
Co-Chairman