Exhibit (c)(6)
HIGH RIVER LIMITED PARTNERSHIP
September 12, 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 Partners, L.P. dated August
24, 1995, as amended by the letter agreement among the
undersigned and McNeil Partners, L.P., Inc. dated
September 7, 1995 (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 15, 1995" for
"September 12, 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
14, 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
than 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 28, 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. Notwithstanding Paragraph 5 of the August 24th
Letter Agreement, McNeil Partners may, in its discretion,
mail or cause to be mailed to limited partners of the
Partnerships, the attached press release.
5. 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 or the letter agreement
dated September 7, 1995 among the undersigned and McNeil
Partners.
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
__________________________
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
CONTACT: D.F. King & Co., Inc. The Herman Group, Inc.
(800) 628-8538 (800) 658-2007
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, September
12, 1995--High River Limited Partnership announced today
that it has extended the expiration date of its tender
offers (the "Tender Offers") for units of limited
partnership interest in each of McNeil Pacific Investors
Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real
Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund
XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real
Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.
and McNeil Real Estate Fund XXV, L.P. (collectively, the
"Partnerships") until 12:00 midnight, New York City time,
on September 25, 1995.
High River and McNeil Partners, L.P., the general
partner of each of the Partnerships ("McNeil Partners"),
are currently engaged in settlement discussions which,
among other things, may result in settlement of litigation
with respect to the Tender Offers. No assurance can be
given as to the outcome of those discussions.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended and
supplemented.