Common use of TERMS OF THE OFFER; EXPIRATION DATE; PRORATION Clause in Contracts

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On the terms and subject to the conditions of the Offer, the Purchaser will accept and purchase up to 1,799 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered"). For purposes of the Offer, the term "Expiration Date" means 12:00 Midnight, New York City time on Monday, June 15, 1998, unless the Purchaser in its sole discretion extends the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date to which the Offer is extended by the Purchaser. If, prior to the Expiration Date, the Purchaser increases the Purchase Price offered to the Unit Holders pursuant to the Offer, the increased Purchase Price will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration. If more than 1,799 Units are Properly Tendered (or if the number of Units that are Properly Tendered exceeds the number that can be transferred without imposing limitations on resales) the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales), pro rata, according to the number of Units that are Properly Tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units and purchases that would cause a Unit Holder that sells fewer than all of its Units to continue to hold fewer than 5 Units. If the number of Units that are Properly Tendered is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales), the Purchaser will purchase all Units that are Properly Tendered, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, the Purchaser may not be able to announce the final results of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If on or prior to the Expiration Date any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units, (ii) waive the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tendered, (iii) extend the Offer and, subject to the right of Unit Holders to withdraw Units until the Expiration Date, retain previously tendered Units for the period or periods for which the Offer is extended, and (iv) amend the Offer.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 15,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15January 21, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER DECEMBER 19, 1997 AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 15,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 15,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 5.01 of the Limited Partnership Agreement (which generally requires that a Unit Holder that sells fewer than all Limited Partner transfer a minimum of its Units to continue to hold fewer than 5 five Units). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)15,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of December 1, 1997.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 5,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15September 9, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER AUGUST 12, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 5,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 5,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 9.1 of the Limited Partnership Agreement (which generally requires that, in order for a Unit Holder that sells fewer than all of its Units partial tender to continue be valid, a Limited Partner continues to hold fewer than 5 a minimum of three Units, or in the case of Limited Partners who hold Units in an IRA or Xxxxx Plan, at least two Units (except in New Mexico, which requires three Units)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)5,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of August 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 11,750 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on MondayMay 28, June 15, 19981999, unless the Purchaser in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended open and to amend or terminate the Offer. The Purchase Price will automatically be reduced by the Purchaseraggregate amount of distributions per Unit, if any, made by the Partnership to Limited Partners from and after the date of this Offer until the date on which the Purchaser pays for Units purchased pursuant to the Offer. If, prior to the Expiration Date, the Purchaser increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 11,750 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 11,750 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid purchases of fractional Units and purchases that would cause a Unit Holder that sells fewer than all of its Units to continue to hold fewer than 5 Units. If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)11,750 Units, the Purchaser will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser may not be able Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to announce pay Limited Partners the final results Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the proration until at least seven business days after Offer, the Expiration Date because of the difficulty of determining the proration results. The Purchaser does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If Notwithstanding any such delay in payment, no interest will be paid on the Purchase Price. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Letter of Transmittal are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of May 1, 1999. For administrative purposes, the transfer of Units will be effective May 1, 1999.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 305,500 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means 12:00 Midnightshall mean 11:59 P.M., New York City time time, on MondayMay 6, June 15, 19981999, unless the Purchaser in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended open and to amend or terminate the Offer. The Purchase Price will automatically be reduced by the Purchaseraggregate amount of distributions per Unit, if any, made by the Partnership to Limited Partners from and after the date of this Offer until the date on which the Purchaser pays for Units purchased pursuant to the Offer. If, prior to the Expiration Date, the Purchaser increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 305,500 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 305,500 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid purchases of fractional Units and purchases that would cause a Unit Holder that sells fewer than all of its Units to continue to hold fewer than 5 Units. If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)305,500 Units, the Purchaser will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser may not be able Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to announce pay Limited Partners the final results Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the proration until at least seven business days after Offer, the Expiration Date because of the difficulty of determining the proration results. The Purchaser does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If Notwithstanding any such delay in payment, no interest will be paid on the Purchase Price. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Letter of Transmittal are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of April 1, 1999. For administrative purposes, the transfer of Units will be effective April 1, 1999.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 45,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on MondayNovember 26, June 15, 19981997, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER OCTOBER 30, 1997 AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 45,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 45,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 5.01 of the Limited Partnership Agreement (which generally requires that a Unit Holder that sells fewer Limited Partner transfer a minimum of five Units (other than all of its Limited Partners who hold Units to continue to hold fewer than 5 Unitsin an IRA or Xxxxx Plan)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)45,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, due to the difficulty of determining the number of Units validly tendered and not withdrawn, the Purchaser (which is an affiliate of the General Partner) may not be able to announce the final results of the such proration until at least approximately seven business days after the Expiration Date because Date. Subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the difficulty Offer, the Purchaser (which is an affiliate of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of October 1, 1997.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On the terms and subject to the conditions of the Offer, the Purchaser will accept and purchase up to 1,799 Units that are 408 validly tendered and not withdrawn Units in accordance with the procedures set forth in Section 3 on or prior this Offer to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")Purchase. For purposes of the Offer, the term "“Expiration Date" ” means 12:00 Midnight5:00 p.m., New York City time time, on MondayWednesday, June 15March 10, 19982004, unless the Purchaser in its sole discretion extends the period of time during which the Offer is open, in which event the term "“Expiration Date" ” shall mean the latest time and date to which the Offer is extended by the Purchaser. If, prior to the Expiration Date, the Purchaser increases the Purchase Price price offered to the Unit Holders holders pursuant to the Offer, the increased Purchase Price price will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration. If more than 1,799 408 Units are Properly Tendered (or if the number of Units that are Properly Tendered exceeds the number that can be transferred without imposing limitations on resales) properly tendered, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)408 Units, pro rata, according to the number of Units that are Properly Tendered properly tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units and purchases that would cause a Unit Holder that sells fewer than all of its Units to continue to hold fewer than 5 Units. If the number of Units that are Properly Tendered properly tendered is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)408 Units, the Purchaser will purchase all Units that are Properly Tenderedproperly tendered, upon the terms and subject to the conditions of the Offer. If the number of Units that are properly tendered is less than 408 Units, the Purchaser will not purchase any Units. Under the partnership agreement of the Partnership, holders of 51% of the outstanding Units may exercise certain rights without the consent of the other Unit holders. If 408 Units or more are tendered and the Consent Solicitation is successful, the Purchaser will be able to exercise these rights and Unit holders who do not tender their Units will not. If proration of tendered Units is required, the Purchaser may not be able to announce the final results of the proration until at least seven (7) business days after the Expiration Date because of the difficulty of determining the proration results. The Subject to its obligation to pay for Units promptly after the Expiration Date, the Purchaser does not intend intends to pay for any Units accepted for payment pursuant to the Offer until after determining the final proration or other adjustment results are knownadjustments. If on or If, prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waivedwaived by the Purchaser, the Purchaser reserves the right to: (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units, (ii) waive the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "“Commission"”), purchase all Units that are Properly Tenderedproperly tendered, (iii) extend the Offer and, subject to the right of Unit Holders holders to withdraw Units until the Expiration Date, retain previously tendered Units for the period or periods for which the Offer is extended, and (iv) amend the Offer.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 50,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15August 26, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER JULY 30, 1998 AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 50,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 50,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 5.01 of the Limited Partnership Agreement (which generally requires that a Unit Holder that sells fewer Limited Partner transfer a minimum of five Units (other than all of its Limited Partners who hold Units to continue to hold fewer than 5 Unitsin an IRA or Xxxxx Plan)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)50,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of July 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 20,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15September 10, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER AUGUST 13, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 20,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 20,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 9.2 of the Limited Partnership Agreement (which generally requires that, in order for a Unit Holder that sells fewer partial tender to be valid, a Limited Partner continues to hold a minimum of three Units (or, in the case of Limited Partners who hold Units in an IRA or Xxxxx Plan, two Units, other than all of its Units to Limited Partners who reside in New Mexico, who must continue to hold fewer than 5 three Units)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)20,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of August 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 10,425 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means 12:00 Midnightshall mean 11:59 P.M., New York City time time, on MondayMay 24, June 15, 19981999, unless the Purchaser in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended open and to amend or terminate the Offer. The Purchase Price will automatically be reduced by the Purchaseraggregate amount of distributions per Unit, if any, made by the Partnership to Limited Partners from and after the date of this Offer until the date on which the Purchaser pays for Units purchased pursuant to the Offer. If, prior to the Expiration Date, the Purchaser increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 10,425 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 10,425 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid purchases of fractional Units and purchases that would cause a Unit Holder that sells fewer than all of its Units to continue to hold fewer than 5 Units. If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)10,425 Units, the Purchaser will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser may not be able Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to announce pay Limited Partners the final results Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the proration until at least seven business days after Offer, the Expiration Date because of the difficulty of determining the proration results. The Purchaser does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If Notwithstanding any such delay in payment, no interest will be paid on the Purchase Price. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Letter of Transmittal are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of April 1, 1999. For administrative purposes, the transfer of Units will be effective April 1, 1999.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 20,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15October 27, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER SEPTEMBER 29, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 20,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 20,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 13.2 of the Limited Partnership Agreement (which generally requires that (a) a Unit Holder that sells fewer than all partial tender of its Units must be for a minimum of ten Units and (b) in order for a partial tender to be valid, after a sale of Units pursuant to the Offer, the tendering Limited Partner must continue to hold fewer a minimum of ten Units (other than 5 IRAs or Xxxxx Plans which purchased less than ten Units, who must tender all or none of its Units)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)20,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of September 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 18,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15September 9, 1998, unless the Purchaser (which is an affiliate of the Managing General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER AUGUST 12, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the Managing General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 18,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the Managing General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 18,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 9.1 of the Limited Partnership Agreement (which generally requires that, in order for a Unit Holder that sells fewer than all of its Units partial tender to continue be valid, a Limited Partner continues to hold fewer than 5 a minimum of five Units). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)18,000 Units, the Purchaser (which is an affiliate of the Managing General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser Managing General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the Managing General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the Managing General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of August 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 8,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15September 10, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER AUGUST 13, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 8,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 8,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 9.1 of the Limited Partnership Agreement (which generally requires that, in order for a Unit Holder that sells fewer than all of its Units partial tender to continue be valid, a Limited Partner continues to hold fewer than 5 a minimum of five Units). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)8,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of August 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On the terms and subject to the conditions of the Offer, the Purchaser Purchasers will accept and purchase up to 1,799 Units that are validly tendered purchase, in accordance with the procedures set forth in Section 3 on or prior this Offer to the Expiration Date Purchase, ALL validly tendered, and not withdrawn in accordance with the procedures set forth in Section 5 withdrawn, Units not already held by Purchasers and their affiliates ("Properly Tendered"). For purposes of the Offer, the term "Expiration Date" means 12:00 Midnight5:00 p.m., New York City time Los Angeles time, on MondayTuesday, June 15December 20, 19982005, unless the Purchaser in its sole discretion extends Purchasers extend the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date to which the Offer is extended by the PurchaserPurchasers. If, prior to the Expiration Date, the Purchaser increases Purchasers increase the Purchase Price price offered to the Unit Holders pursuant to the Offer, the increased Purchase Price price will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration. If more than 1,799 transfers of Units are Properly Tendered limited by the Partnership Agreement to a number of Units (or if the "Transfer Limit"), and the number of Units that are Properly Tendered exceeds the number that can be transferred without imposing limitations on resales) Transfer Limit, the Purchaser Purchasers will, upon the terms and subject to the other conditions of the Offer, accept for payment and pay for an aggregate of 1,799 Units (or, if less, equal to the maximum number of Units which can be transferred without imposing limitations on resales)Transfer Limit, pro rata, according to the number of Units that are Properly Tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units. Subject to its obligation to pay for Units and purchases that promptly after the Expiration Date, the Purchasers intend to pay for any Units accepted for payment pursuant to the Offer after determining the final proration or other adjustments. The Purchasers do not believe it would cause a Unit Holder that sells fewer take any longer than all five business days to determine the effects of its Units to continue to hold fewer than 5 Unitsany proration required. If the number of Units that are Properly Tendered is less than or equal to 1,799 Units (orthe Transfer Limit, if lessany, the maximum number of Units which can be transferred without imposing limitations on resales), the Purchaser Purchasers will purchase all Units that are Properly Tendered, upon the terms and subject to the other conditions of the Offer. If proration of tendered Units is required, the Purchaser may not be able to announce the final results See "Effects of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. - Limitations on Resales." If on or prior to the Expiration Date any or all of the conditions of the Offer have not been satisfied satisfied, or waivedwaived by the Purchasers, the Purchaser reserves Purchasers reserve the right to: (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units, (ii) waive the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tendered, (iii) extend the Offer and, subject to the right of Unit Holders to withdraw Units until the Expiration Date, retain previously tendered Units for the period or periods for which the Offer is extended, and (iv) amend the Offer.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 140 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15September 24, 1998, unless the Purchaser (which is an affiliate of the Managing General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER SEPTEMBER 24, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the Managing General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 140 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the Managing General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 140 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 12.1 of the Limited Partnership Agreement (which generally requires that, a partial tender of Units must be for a minimum of one-quarter of a Unit Holder that sells fewer than all (or, in the case of its Limited Partners who hold Units to continue to hold fewer than 5 Unitsin an IRA or Xxxxx Plan, one-tenth of a Unit). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)140 Units, the Purchaser (which is an affiliate of the Managing General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser Managing General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the Managing General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the Managing General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of August 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 300,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15August 26, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER JULY 30, 1998 AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 300,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 300,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 5.01 of the Limited Partnership Agreement (which generally requires that a Unit Holder that sells fewer Limited Partner transfer a minimum of twenty Units (other than all of its Limited Partners who hold Units to continue to hold fewer than 5 Unitsin an IRA or Xxxxx Plan)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)300,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of July 1, 1998.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 145,000 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15January 29, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER DECEMBER 31, 1997 AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 145,000 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 145,000 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 5.01 of the Limited Partnership Agreement (which generally requires that a Unit Holder that sells fewer Limited Partner transfer a minimum of twenty Units (other than all of its Limited Partners who hold Units to continue to hold fewer than 5 Unitsin an IRA or Xxxxx Plan)). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)145,000 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of December 1, 1997.

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 18,500 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15May 11, 1998, unless the Purchaser (which is an affiliate of the Managing General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER APRIL 14, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the Managing General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 18,500 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the Managing General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 18,500 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 9.1 of the Limited Partnership Agreement (which generally requires that, in order for a Unit Holder that sells fewer than all of its Units partial tender to continue be valid, a Limited Partner continues to hold fewer than 5 a minimum of five Units). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)18,500 Units, the Purchaser (which is an affiliate of the Managing General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser Managing General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the Managing General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer.. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the Managing General Partner) to the persons shown by the Partnership's records to have

TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. On Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and purchase thereby purchase) up to 1,799 8,300 Units that are validly tendered in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 5 ("Properly Tendered")4. For purposes of the Offer, the term "Expiration Date" means shall mean 12:00 Midnightmidnight, New York City time time, on Monday, June 15May 11, 1998, unless the Purchaser (which is an affiliate of the General Partner) in its sole discretion extends shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 for a description of the Purchaser's right to extend the period of time during which the Offer is extended by open and to amend or terminate the PurchaserOffer. THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED PARTNERS ON OR AFTER APRIL 13, 1998, AND PRIOR TO THE DATE ON WHICH THE PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER. If, prior to the Expiration Date, the Purchaser (which is an affiliate of the General Partner) increases the Purchase Price consideration offered to the Unit Holders Limited Partners pursuant to the Offer, the increased Purchase Price consideration will be paid for all Units accepted for payment pursuant to the Offer, regardless of whether or not the Units were tendered prior to the increase in considerationthe consideration offered. If more than 1,799 8,300 Units are Properly Tendered (or if validly tendered prior to the number of Units that are Properly Tendered exceeds Expiration Date and not properly withdrawn prior to the number that can be transferred without imposing limitations on resales) Expiration Date in accordance with the procedures specified in Section 4, the Purchaser (which is an affiliate of the General Partner) will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 1,799 8,300 of the Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)so tendered, pro rata, rata according to the number of Units that are Properly Tendered validly tendered by each Unit HolderLimited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would cause violate Section 9.1 of the Limited Partnership Agreement (which generally requires that, in order for a Unit Holder that sells fewer than all of its Units partial tender to continue be valid, a Limited Partner continues to hold fewer than 5 a minimum of five Units). If the number of Units that are Properly Tendered validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 1,799 Units (or, if less, the maximum number of Units which can be transferred without imposing limitations on resales)8,300 Units, the Purchaser (which is an affiliate of the General Partner) will purchase all Units that are Properly Tenderedso tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, then, subject to the Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser may not be able to announce the final results (which is an affiliate of the proration until at least seven business days after the Expiration Date because of the difficulty of determining the proration results. The Purchaser General Partner) does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration or other adjustment results are known. If NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14, which sets forth in full the conditions of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date Date, any or all of the conditions of the Offer have not been satisfied or waived, the Purchaser reserves the right to: to (i) decline to purchase any of the Units tendered, tendered and terminate the Offer and return all tendered UnitsOffer, (ii) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units that are Properly Tenderedvalidly tendered, (iii) extend the Offer and, subject to the right of Unit Holders Limited Partners to withdraw Units until the Expiration Date, retain previously the Units that have been tendered Units for during the period or periods for which the Offer is extended, and and/or (iv) amend the Offer. This Offer to Purchase and the related Assignment of Partnership Interest are being mailed by the Purchaser (which is an affiliate of the General Partner) to the persons shown by the Partnership's records to have been Limited Partners or (in the case of Units owned of record by IRAs and qualified plans) beneficial owners of Units as of April 1, 1998.