Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights". The Expiration Date is midnight New York City Time, on June 11, 1999, unless and until the Purchaser, in its sole discretion, shall have extended the period of time for which the Offer is open, in which event the Expiration Date shall be the latest time and date on which the Offer, as so extended by the Purchaser, shall expire. The Offer is conditioned on satisfaction of certain conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves the right (but shall not be obligated), in its sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) amend the Offer. The rights reserved by the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at any time prior to the acceptance of tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11August 19, 19992013, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11February 8, 19992013, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11October 30, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Company will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11July 18, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11September 30, 19992011, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units Shares tendered, terminate the Offer and return all tendered Units Shares to tendering UnitholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units Shares validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Shareholders to withdraw Units Shares until the Expiration Date, retain the Units Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate Purchasers will promptly pay for all validly tendered Shares upon confirmation from the Offer at any time prior to REIT that you own the acceptance of tendered Units for payment. This Offer Shares, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown Purchasers from purchasing tendered Shares as offered herein. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Partnership's records Purchasers or the Depositary, to have been limited partnerssubject yourself to personal jurisdiction in Washington, assignees thereofand that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11January 25, 19992013, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11November 21, 19992011, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units Shares tendered, terminate the Offer and return all tendered Units Shares to tendering UnitholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units Shares validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Shareholders to withdraw Units Shares until the Expiration Date, retain the Units Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate Purchasers will promptly pay for all validly tendered Shares upon the Offer at any time prior to earlier of receipt of your share certificates or confirmation from the acceptance of tendered Units for payment. This Offer Corporation that you own the Shares, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown Purchasers from purchasing tendered Shares as offered herein. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Partnership's records Purchasers or the Depositary, to have been limited partnerssubject yourself to personal jurisdiction in California, assignees thereofand that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 11:59 p.m., Pacific Time, on June 11October 28, 19992015, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11July 30, 19992010, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment (and pay for all thereby purchase) up to 1,400 Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 4 prior to the Expiration Date. As used in the Offer, the term "The Offer-- Section 4. Withdrawal Rights". The Expiration Date is midnight Date" means 12:00 midnight, New York City Timetime, on June 11December 19, 19991997, unless and until the Purchaser, in its sole discretionaccordance with the terms of the Offer, shall have extended the period of time for during which the Offer is open, in which event the term "Expiration Date shall be Date" means the latest time and date on at which the Offer, as so extended by extended, expires. As used in this Offer to Purchase, "business day" has the Purchasermeaning set forth in Rule 14d-1(c)(6) under the Securities Exchange Act of 1934, shall expireas amended (the "Exchange Act"). The Offer is not conditioned on satisfaction upon any minimum number of certain conditions (see "The Offer--Section 8. Conditions of the Offer")Units being tendered. The Offer is subject to certain other conditions set forth in Sections 2 and 14. Purchaser expressly reserves the right (but shall will not be obligated), in its sole discretion and for any reason, ) to waive any or all of such conditionsthe conditions of the Offer. If, on or prior to by the Expiration Date, any or all of such the conditions have of the Offer are not been satisfied or waived, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of extend the Units tendered, terminate period during which the Offer and return is open and, subject to the rights of tendering Holders to withdraw their Units, retain all tendered Units to tendering Unitholdersuntil the Expiration Date, (ii) waive any or all of the unsatisfied conditions of the Offer and, subject to complying compliance with the applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), accept for payment or purchase all validly tendered Units validly tenderedand not extend the Offer, or (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) amend the Offer. The rights reserved by the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at and not accept for payment any time prior Units and return promptly all tendered Units to tendering Holders. Any extension, delay in payment, termination or amendment may be made by giving oral or written notice to the acceptance of tendered Units for payment. This Offer Depositary and will be followed as promptly as practicable by public announcement, the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Following the expiration of the Offer or if the Offer is not consummated, the Purchaser and the Funds may seek to acquire Units owned through open-market purchases, privately negotiated transactions or otherwise, upon such terms and conditions and at such prices as it shall determine, which may be more or less than the Purchase Price and could be for cash or other consideration. The Commission has announced that, under its interpretation of record by Individual Retirement Accounts ("IRAs"Rules 14d-4(c) and qualified plans14d-6(d) beneficial owners under the Exchange Act, material changes in the terms of a tender offer or information concerning a tender offer may require that the tender offer be extended so that it remains open a sufficient period of time to allow Holders to consider such material changes or information in deciding whether or not to tender or withdraw their securities. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information. If Xxxxxxxxx decides to increase or decrease the consideration in the Offer or to make a change in the percentage of Units as sought and if, at the time that notice of June 11any such change is first published, 1999.sent or given to Holders, the Offer is scheduled to expire at any time earlier than 7

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 11:59 p.m., Pacific Time, on June 11July 6, 19992007, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon (a) As promptly as practicable (but in no event later than 10 business days after the public announcement of the execution of this Agreement), Acquiror shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934) the Offer for all of the outstanding shares of DTN Common Stock at a price of $29.00 per share, net to the sellers in cash, subject to the conditions referred to below, and shall consummate the Offer in accordance with its terms. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, and Acquiror shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (includingOffer, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay for all Units validly shares tendered as soon as practicable after the satisfaction or waiver of the conditions to the Offer, and in any event, within the period required by law. The date on or which Acquiror consummates the purchase of the shares in the Offer is referred to in this Agreement as the "Offer Closing Date". (b) The obligations of Acquiror to accept for payment and to pay for any shares tendered prior to the Expiration Date expiration of the Offer shall be subject only to (i) the condition that there shall be validly tendered and not withdrawn prior to the expiration of the Offer the Required Number of shares of DTN Common Stock (the "Minimum Condition") and (ii) the other conditions set forth in accordance with Annex A. Acquiror shall not, without the written consent of DTN (such consent to be authorized by the Board of Directors of DTN or a duly authorized committee of the Board), amend or waive the Minimum Condition, decrease the Offer Price or the number of shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the shares of DTN Common Stock (sometimes referred to as the "The Offer-- Section 4. Withdrawal RightsShares". The Expiration Date ); provided, however, that if on the initial scheduled expiration date of the Offer (which shall be 20 business days after the date the Offer is midnight New York City Timecommenced), on June 11all conditions to the Offer shall not have been satisfied or waived, 1999Acquiror may, unless and until the Purchaserfrom time to time, in its sole discretion, extend the expiration date; provided, further, however, that any extension beyond 10 business days shall have extended require the period approval of time for which DTN. (c) As soon as practicable on the date the Offer is opencommenced, in which event Acquiror and Merger Sub shall file with the Expiration Date shall be SEC a Tender Offer Statement on Schedule TO with respect to the latest time Offer (together with all amendments and date on which supplements thereto and including the Offerexhibits thereto, as so extended by the Purchaser, shall expire. The Offer is conditioned on satisfaction of certain conditions (see "The Offer--Section 8. Conditions of the OfferSchedule TO"). The Purchaser reserves Schedule TO1 shall include, as exhibits, the right Offer to Purchase and a form of letter of transmittal and summary advertisement (but collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to DTN's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be obligated)stated therein or necessary in order to make the statements therein, in its sole discretion and for any reason, to waive any or all light of such conditions. If, on or prior to the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) amend the Offer. The rights reserved by the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at any time prior to the acceptance of tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999.the

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 11:59 p.m., Pacific Time, on June 11September 23, 19992016, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units Shares tendered, terminate the Offer and return all tendered Units Shares to tendering UnitholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units Shares validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Shareholders to withdraw Units Shares until the Expiration Date, retain the Units Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition either satisfied or waived, the Purchasers will promptly pay for all validly tendered Shares upon the confirmation from the Corporation or its transfer agent that the Shares have been transferred to the Purchaser's right to terminate the Offer at any time prior to the acceptance of tendered Units for payment. This Offer Purchasers, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999delay payment for validly tendered Shares following expiration.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11September 10, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment)Offer, the Purchaser will accept for payment and pay for all up to 6,500 Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 12:00 midnight, Eastern Time, on June 11February 26, 1999, unless and until the Purchaser, in its sole discretion, Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the Purchaser, Purchaser shall expire. Subject to any approval rights of the General Partner under the terms of the Partnership Agreement, the Purchaser reserves the right to transfer or assign, (in whole or in part from time to time), to one or more of the Purchaser's affiliates, the right to purchase all or any portion of the Units tendered pursuant to the Offer. Any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Unit Holders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. The Offer is conditioned on satisfaction of certain conditions (see conditions. See "The Tender Offer--Section 813. Certain Conditions of the Offer")," which sets forth in full the conditions of the Offer. The Purchaser reserves the right (but shall not be obligated), in its sole discretion and for any reason, or for no reason, to waive any or all of such conditionsconditions or to terminate the offer at any time. If, on or prior to the Expiration Date, If any or all of such conditions have not been satisfied or waivedwaived by the Expiration Date, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, (ii) terminate the Offer and return all tendered Units to tendering UnitholdersUnit Holders, (iiiii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iiiiv) extend the Offer and, subject to the right of Unitholders Unit Holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (ivv) to otherwise amend the Offer. The rights reserved by Offer to Purchase and the Purchaser in this paragraph related Agreement of Transfer and Sale are in addition to being mailed at the Purchaser's right expense to terminate the Offer at any time prior to the acceptance Unit Holders or beneficial owners of tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs"IRA) and qualified plans) beneficial owners of Units as of June 11, 1999).

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 12:00 midnight, Pacific Standard Time, on June 1130, 19991998, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Purchasers do not anticipate and has no reason to believe that any condition or event will occur that would prevent the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers from purchasing tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999offered herein.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 1117, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 12:00 midnight, Pacific Standard Time, on June 11May 27, 19992005, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The Notwithstanding the foregoing, upon the expiration of the Offer, if all conditions are either satisfied or waived, the Purchasers will promptly pay for all validly tendered Units, and the Purchasers do not intend to imply that the foregoing rights reserved by of the Purchaser in this paragraph are in addition Purchasers would permit the Purchasers to the Purchaser's right to terminate the Offer at any time prior to the acceptance of delay payment for validly tendered Units for paymentfollowing expiration. This Offer The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as of June 11, 1999offered herein.