Amendment No. 1
to
Agreement
dated March 6, 1998
This Amendment No. 1 (the "Amendment"), dated as of May
20, 1998, amends the agreement, dated March 6, 1998 (the
"Agreement"), among Presidio Capital Corp., a corporation
organized in the British Virgin Islands ("Presidio"), American
Real Estate Holdings, L.P., a Delaware limited partnership
("AREH") and Olympia Investors, L.P., a Delaware limited
partnership ("Olympia"). Capitalized terms used herein and not
otherwise defined will have the meanings ascribed to them in the
Agreement.
In response to comments received from the Staff of the
Commission on April 2, 1998 relating to the Schedule 14D-1's
filed by Olympia, AREH and certain of their affiliates
(collectively, the "Olympia Bidders") relating to the Offers,
Presidio and certain of its affiliates (collectively, the
"Presidio Bidders") and the Olympia Bidders propose to file
amendments to the Schedule 14D-1's pursuant to which, among other
things, the Presidio Bidders will be added as co-bidders. For
purposes of this Amendment, the Schedule 14D-1's, as amended as
described in the preceding sentence and as the same may be
further amended from time to time, are hereinafter referred to as
the "Amended Schedule 14D-1's.
The parties agree as follows:
1. The following paragraph is hereby added as Section
8.12 to the Agreement:
"8.12 AREH shall indemnify and hold harmless the
Presidio Bidders, and Presidio shall indemnify and hold
harmless the Olympia Bidders, against any loss, claim,
damage or liability, or any action in respect thereof
(including the reasonable fees and expenses of counsel) to
which the Presidio Bidders or the Olympia Bidders, as the
case may be, may become subject, insofar as such loss,
claim, damage, liability or action arises out of or is based
upon any violation of the Williams Act, any untrue statement
of a material fact included in the Amended Schedules 14D-1
or the omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading, but only to the extent that any such
loss, claim, damage, liability or action is based upon an
untrue statement or alleged untrue statement, or omission or
alleged omission, made in reliance upon and in conformity
with information furnished by the Olympia Bidders or the
Presidio Bidders, as the case may be, relating to
themselves, their affiliates and associates (including
without limitation information relating to their respective
future plans with respect to the Partnerships, including any
"roll up" transaction (within the meaning of Item 901 of
Regulation S-K promulgated by the Commission under the
Exchange Act) that they or their affiliates may propose in
the future involving one or more Partnerships, their purpose
for acquiring Units and analysis of the valuation of the
Units) for inclusion in such Amended Schedules 14D-1.
Information pertaining to the business and operations of the
Partnerships, Partnership historical financial information,
the trading history of the Units and the description of this
agreement and any amendments hereto will not be deemed to
have been furnished by the Olympia Bidders or the Presidio
Bidders for purposes of this Section 8.12. Without
limiting the generality of the foregoing, Presidio shall
indemnify and hold harmless the Olympia Bidders against any
loss, claim, damage or liability or any action in respect
thereof (including the reasonable fees and expenses of
counsel) to which the Olympia Bidders may become subject,
insofar as such loss, claim, damage, liability or action
arises out of or is based upon any failure of the Amended
Schedules 14D-1 to comply with the requirements of Section
14(h) of the Exchange Act or related rules promulgated by
the Commission and such failure to comply neither arises out
of nor is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission, made in reliance
upon and in conformity with information furnished by the
Olympia Bidders relating to themselves, their affiliates and
associates for inclusion in the Amended Schedules 14D-1."
2. All references in the Agreement to "the agreement"
or "this agreement" shall hereinafter be deemed to refer to the
Agreement as amended by this Amendment. Except as expressly
amended hereby, the Agreement shall remain in full force and
effect as originally executed by the parties.
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3. The provisions of Section 8.3 of the Agreement are
incorporated by reference herein as if fully set forth herein,
except that, for purposes of this Amendment, all references to
"the agreement" in said Section shall be deemed to refer to this
Amendment.
4. This Amendment may be executed in counterparts,
each of which shall be considered an original, but both of which
together shall constitute the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be executed by their duly authorized representatives
as of the date first above written.
PRESIDIO CAPITAL CORP.
By: /s/ Allan B. Rothschild
Allan B. Rothschild
Vice President
OLYMPIA INVESTORS, L.P.
By: Olympia-GP, Inc.
By: /s/ Martin L. Hirsch
Martin L. Hirsch
Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: American Property Investors,
Inc.
By: /s/ Martin L. Hirsch
Martin L. Hirsch
Vice President