Common use of Withdrawal Rights Clause in Contracts

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 1828, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 26, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18November 27, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 16, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 14, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 1811, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 10 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18February 16, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 170 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 26, 19981997. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18February 16, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 40 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18December 28, 19981997. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders If more than 40 Units have been properly tendered without checking the All or None Box, then the above description of proration will apply only to tenders of such Units that do not have the All or None Box checked. For purposes of the Offer, the Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, as and if the Purchasers give oral or written notice to the Depositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units purchased pursuant to the Offer will in all cases be made by deposit of the Offer Price with the Depositary, which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by reason of any delay in making such payment. If any tendered Units are irrevocablenot purchased for any reason (other than due to proration as described above), except that the Assignment Form with respect to such Units not purchased will be of no force or effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is Purchasers are unable to accept for payment, purchase or pay for Units for any reasontendered pursuant to the Offer, then, without prejudice to the Purchaser's Purchasers’ rights under Section 13, the OfferDepositary may, nevertheless, on behalf of the Purchasers, retain tendered Units may be retained by the Depositary and such Units may not be withdrawn except (but subject to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to compliance with Rule 14e-1(c) under the Exchange Act, to which requires that the Purchasers pay Limited Partners the Purchase Price in respect of Units tendered consideration offered or return those the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to the Offer. All questions as , such increased consideration shall be paid for all Units accepted for payment pursuant to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Offer, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary whether or any other person will be under any duty not such Units were tendered prior to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationincrease.

Withdrawal Rights. Tenders If more than 10 Units have been properly tendered without checking the All or None Box, then the above description of proration will apply only to tenders of such Units that do not have the All or None Box checked. For purposes of the Offer, the Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, as and if the Purchasers give oral or written notice to the Depositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units purchased pursuant to the Offer will in all cases be made by deposit of the Offer Price with the Depositary, which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by reason of any delay in making such payment. If any tendered Units are irrevocablenot purchased for any reason (other than due to proration as described above), except that the Assignment Form with respect to such Units not purchased will be of no force or effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is Purchasers are unable to accept for payment, purchase or pay for Units for any reasontendered pursuant to the Offer, then, without prejudice to the Purchaser's Purchasers’ rights under Section 13, the OfferDepositary may, nevertheless, on behalf of the Purchasers, retain tendered Units may be retained by the Depositary and such Units may not be withdrawn except (but subject to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to compliance with Rule 14e-1(c) under the Exchange Act, to which requires that the Purchasers pay Limited Partners the Purchase Price in respect of Units tendered consideration offered or return those the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to the Offer. All questions as , such increased consideration shall be paid for all Units accepted for payment pursuant to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Offer, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary whether or any other person will be under any duty not such Units were tendered prior to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationincrease.

Withdrawal Rights. Tenders Except as otherwise provided in this Section, assignments of Units Rights made pursuant to the Offer are irrevocable, except that Units tendered . Holders assigning Rights to the Purchaser pursuant to the Offer may be withdrawn withdraw their Rights (in other words, they may revoke their assignment) at any time prior to 12:00 Midnight on the Expiration Date Date, and, unless already theretofore accepted for payment as provided in this Offer to Purchase, such assignments may also be withdrawn at any time revoked after September 18, 1998the date that is 60 days after the commencement of the Offer. For withdrawal the purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time. If the Purchaser extends the Offer, is delayed in its purchase of or payment for Rights or is unable to purchase or pay for Rights for any reason, then, without prejudice to the Purchaser's rights under Sections 1 and 12, assigned Rights may be retained by the Depositary on behalf of the Purchaser and may not be revoked except to the extent that Holders are entitled to revoke such assignments as set forth in this Section. For a revocation to be effective, a written written, telegraphic, telex or facsimile transmission notice of withdrawal revocation must be timely received by the Depositary at its address set forth indicated on the back cover of this Offer to Purchase. Any such notice of withdrawal revocation must specify the name of the person Holder who tendered assigned the Units Rights and the aggregate Face Value of Rights to be withdrawn and revoked. Such notice of revocation must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time such revoking Holder prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offerbecoming effective. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal revocation will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall be final and binding. None Any assignments of Rights revoked will be deemed not properly assigned for purposes of the PurchaserOffer. However, Rights may be reassigned by following any of the Information Agent, procedures described in Section 3 at any subsequent time prior to or at the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationExpiration Date.

Withdrawal Rights. Tenders Except as otherwise provided in this Section, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998Date. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Depository (i.e. a valid notice of withdrawal must be received on or before June 11, 1999, or such other date to which this Offer may be extended) at its the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer and must also contain a medallion signature guarantee. If purchase of, or payment for, Units is delayed for any reason, or if the Purchaser is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Purchaser and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides, in part, that no person who makes a tender offer shall fail to pay the consideration offered or return the securities (i.e. Units) deposited by or on behalf of Partnership Interest in security holders promptly after the same manner termination or withdrawal of a tender offer. All questions as to the Assignment of Partnership Interest was signed form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchaser, in its sole discretion, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in "The Offer--Section 3 2. Procedures for Tendering Units" at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date andDate. Thereafter, such tenders are irrevocable, except that they may be withdrawn after ___________, 1999, unless already theretofore accepted for payment as provided in this Offer to Purchase. If the Offeror extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Units or is unable to accept for payment or pay for Units pursuant to the Offer for any reason, then, without prejudice to the Offeror's rights under the Offer, the Offeror may also retain all Units tendered, and such Units may not be withdrawn at any time except as otherwise provided in this Section 6, subject to Rule 14e-1(c) under the Exchange Act, which provides that the person making the tender offer shall either pay the consideration offered, or return the tendered securities promptly after September 18, 1998the termination or withdrawal of the tender offer. For withdrawal to To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on in the back cover Letter of this Offer to Purchase. Any such notice of withdrawal Transmittal and must specify the name of the person who tendered the Units to be withdrawn and must the number of Units to be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution)withdrawn. Withdrawals may not be rescinded, and Units properly withdrawn will thereafter be deemed not to be validly tendered for purposes of the Offer. Withdrawn However, withdrawn Units may be re-tendered, however, retendered by again following the procedures described in Section 3 5 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the form and validity and form (including time of receipt) of notices any notice of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Offeror, in its sole discretion, which determination shall be final and binding. None Neither of the PurchaserOfferor, the Information AgentPartnership, the Depositary or nor any other person will be under any duty to give notification of any defects defect or irregularities irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units made pursuant to the Offer are irrevocable, except that as otherwise provided in this Section 4. Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment by Purchaser as provided in this Offer to Purchase, may also be withdrawn at any time after September 18May 3, 19981999. If Purchaser extends the Offer, is delayed in its purchase of or payment for Units, or is unable to purchase or pay for Units for any reason then, without prejudice to the rights of Purchaser, tendered Units may be retained by the Depositary on behalf of Purchaser and may not be withdrawn, except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4. The reservation by Purchaser of the right to delay the acceptance or purchase of or payment for Units is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Units deposited by or on behalf of Holders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of or this Offer to Purchase. Any such notice of withdrawal must specify the name of the person persons who tendered the Units to be withdrawn, the number of Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes name of the Offer. Withdrawn Units may be re-tenderedregistered Holder, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate different from that of the General Partner) is unable to pay for Units for any reason, then, without prejudice to person who tendered the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the OfferUnits. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole reasonable discretion, which whose determination shall will be final and bindingbinding on all parties. No withdrawal of Units will be deemed to have been made properly until all defects and irregularities have been cured or waived. None of the Purchaser, the Information AgentDepositary, the Depositary Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure failing to give any such notification. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 above.

Withdrawal Rights. Tenders If more than 170 Units have been properly tendered without checking the All or None Box, then the above description of proration will apply only to tenders of such Units that do not have the All or None Box checked. For purposes of the Offer, the Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, as and if the Purchasers give oral or written notice to the Depositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units purchased pursuant to the Offer will in all cases be made by deposit of the Offer Price with the Depositary, which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by reason of any delay in making such payment. If any tendered Units are irrevocablenot purchased for any reason (other than due to proration as described above), except that the Assignment Form with respect to such Units not purchased will be of no force or effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is Purchasers are unable to accept for payment, purchase or pay for Units for any reasontendered pursuant to the Offer, then, without prejudice to the Purchaser's Purchasers’ rights under Section 13, the OfferDepositary may, nevertheless, on behalf of the Purchasers, retain tendered Units may be retained by the Depositary and such Units may not be withdrawn except (but subject to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to compliance with Rule 14e-1(c) under the Exchange Act, to which requires that the Purchasers pay Limited Partners the Purchase Price in respect of Units tendered consideration offered or return those the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to the Offer. All questions as , such increased consideration shall be paid for all Units accepted for payment pursuant to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Offer, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary whether or any other person will be under any duty not such Units were tendered prior to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationincrease.

Withdrawal Rights. Tenders If more than 300 Units have been properly tendered without checking the All or None Box, then the above description of proration will apply only to tenders of such Units that do not have the All or None Box checked. For purposes of the Offer, the Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, as and if the Purchasers give oral or written notice to the Depositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units purchased pursuant to the Offer will in all cases be made by deposit of the Offer Price with the Depositary, which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by reason of any delay in making such payment. If any tendered Units are irrevocablenot purchased for any reason (other than due to proration as described above), except that the Letter of Transmittal with respect to such Units not purchased will be of no force or effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is Purchasers are unable to accept for payment, purchase or pay for Units for any reasontendered pursuant to the Offer, then, without prejudice to the Purchaser's Purchasers’ rights under Section 13, the OfferDepositary may, nevertheless, on behalf of the Purchasers, retain tendered Units may be retained by the Depositary and such Units may not be withdrawn except (but subject to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to compliance with Rule 14e-1(c) under the Exchange Act, to which requires that the Purchasers pay Limited Partners the Purchase Price in respect of Units tendered consideration offered or return those the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to the Offer. All questions as , such increased consideration shall be paid for all Units accepted for payment pursuant to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Offer, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary whether or any other person will be under any duty not such Units were tendered prior to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationincrease.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant At any time prior to 5:00 P.M. Eastern Time on November 21, 2001 (or if the Offer are irrevocableoffer is extended, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date Date), and, unless already if the Shares have not by then been accepted for payment as provided in this Offer to Purchaseby the Fund, may also be withdrawn at any time after September 18December 20, 19982001, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. For withdrawal to To be effective, a written or facsimile transmission notice of withdrawal of Shares tendered must be timely received by the Depositary at its the appropriate address set forth on the back inside front cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4826 (the recxxxx xx xxxxx may be confirmed by calling (781) 575-4816), and thx xxxxxxxx xxxice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any such notice of withdrawal must specify the name name(s) of the person who having tendered the Units Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees guaranteed by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity validity, form and form eligibility (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), Fund in its sole discretion, which determination shall be final and binding. None Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the PurchaserOffer. Withdrawn Shares, however, may be re-tendered by following the Information Agentprocedures described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 6, tenders of Shares made pursuant to the Depositary or any other person Offer will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationirrevocable. NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Class B Units pursuant to the Offer are irrevocable, except that Class B Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18November 22, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class B Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class B Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class B Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class B Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class B Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class B Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class B Units tendered or return those Class B Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18July 30, 19982011. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 5,000,000 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Class B Units pursuant to the Offer are irrevocable, except that Class B Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 20, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class B Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class B Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class B Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class B Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class B Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class B Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class B Units tendered or return those Class B Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units You may withdraw tendered pursuant to the Offer may be withdrawn units at any time prior to the Expiration Date andexpiration date or on or after December 10, unless already 1999, if the units have not been previously accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998payment. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at one of its address addresses set forth on the back cover of this Offer the offer to Purchasepurchase. Any such notice of withdrawal must specify the name of the person who tendered tendered, the Units number of units to be withdrawn and the name of the registered holder of such units, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person(s) person who signed the Assignment letter of Partnership Interest transmittal in the same manner as the Assignment letter of Partnership Interest transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Datesigned. If purchase of, or payment for Units for, a unit is delayed for any reason reason, or if the Purchaser (which is an affiliate of the General Partner) is we are unable to purchase or pay for Units a unit for any reason, then, without prejudice to the Purchaser's our rights under the Offeroffer, tendered Units units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4Information Agent; subject, however, to the Purchaser's our obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price offer price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of our offer. Any units properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of our offer. However, withdrawn units may be re-tendered at any time prior to the Offer. expiration date by following the procedures described in "The Offer -- Section 3." All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), us in its sole our reasonable discretion, which determination shall be final and bindingbinding on all parties. None of the PurchaserNeither we, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 181, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If payment for Units is delayed for at any reason or if time during the day of the Expiration Date more than 25 Shares have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Shares to be purchased, the General Partner) is unable Purchaser will deem all Shares from Shareholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Shareholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, tenders of Units made pursuant to the Offer are irrevocable, except that . Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchaseherein, also may also be withdrawn at any time after September 18January 17, 19981997. For If, for any reason whatsoever, acceptance for payment of any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, but subject to compliance with Rule 14e-1(c) under the Exchange Act, tendered Units may be retained by the Depositary on behalf of the Purchaser and such Units may not be withdrawn except to the extent tendering Unitholders are entitled to and duly exercise withdrawal rights as described in this Section 4. In order for a withdrawal to be effective, a written written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its address addresses or numbers set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn withdrawn, the number of Units to be withdrawn, and must the name of the registered holder of the Units to be signed by withdrawn, if different from that of the person(s) who signed the Assignment tendering Unitholder. Withdrawals of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units may not be rescinded and any Units properly withdrawn withdrawn, thereafter, will be deemed not to be validly tendered for purposes of the Offer. Withdrawn However, withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 tendered at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate Date by following one of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth procedures described in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer3. All questions as to the form and validity and form (including time the timeliness of receipt) of notices any notice of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall will be final and binding. None of Neither the Purchaser, the Information AgentHost Marriott, any of their affiliates or assigns, if any, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure failing to give any such notification. Section 5.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 22, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant At any time prior to 5:00 P.M. Eastern Time on November 21, 2001 (or if the Offer are irrevocableoffer is extended, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date Date), and, unless already if the Shares have not by then been accepted for payment as provided in this Offer to Purchaseby the Fund, may also be withdrawn at any time after September 18December 20, 19982001, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. For withdrawal to To be effective, a written or facsimile transmission notice of withdrawal of Shares tendered must be timely received by the Depositary at its the appropriate address set forth on the back inside front cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4826 (xxx xxxxxxx xx which may be confirmed by calling (781) 575-4816), xxx xxx xxxxxnal notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any such notice of withdrawal must specify the name name(s) of the person who having tendered the Units Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees guaranteed by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity validity, form and form eligibility (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), Fund in its sole discretion, which determination shall be final and binding. None Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the PurchaserOffer. Withdrawn Shares, however, may be re-tendered by following the Information Agentprocedures described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 6, tenders of Shares made pursuant to the Depositary or any other person Offer will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationirrevocable. NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18August 22, 19982010. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification.Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 28, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Class A Units pursuant to the Offer are irrevocable, except that Class A Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 20, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class A Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class A Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class A Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class A Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class A Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class A Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class A Units tendered or return those Class A Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18August 2, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 300 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unitholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18July 2, 19981999. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary Purchaser and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders The Offer is conditioned upon, among other things, satisfaction of Units the Minimum Condition. The Offer is also subject to Purchaser having obtained sufficient financing to enable it to purchase the Shares to be purchased by it and to pay the fees and expenses of the Offer and the Merger and to certain other conditions set forth in "The Tender Offer - 9. Conditions to the Offer." The Merger Agreement provides that, without the consent of the Company, Purchaser will not (i) waive the Minimum Condition, (ii) change the form of consideration, (iii) decrease the price per Share payable in the Offer, (iv) reduce the maximum number of Shares to be purchased in the Offer, or (v) impose conditions to the Offer in addition to those set forth in "The Tender Offer - 9. Conditions to the Offer," or (vi) make changes to the Offer which are otherwise adverse to the Company or the Public Stockholders. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled Expiration Date if, at the scheduled Expiration Date, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Commission or the staff thereof applicable to the Offer, or (iii) extend the Offer for any aggregate period of not more than 20 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii), if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer are irrevocableis less than 90 percent of the outstanding Shares of each class on a fully diluted basis; provided, except however, that Units tendered pursuant if any condition remains unsatisfied on the initial Expiration Date, at the request of the Company, Purchaser shall extend the Offer from time to time until five business days after such condition is satisfied (provided that Purchaser shall not be required to extend the Offer beyond 35 calendar days after such initial scheduled Expiration Date). Purchaser reserves the right to extend, delay, terminate or amend the Offer but only as, when and to the Offer may be withdrawn at extent permitted by the Merger Agreement or any time prior amendment to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to PurchaseMerger Agreement. Any such notice extension, delay, amendment, waiver, or termination will be followed as promptly as practicable by public announcement thereof, such announcement in the case of withdrawal must specify the name of the person who tendered the Units an extension to be withdrawn and must be signed by issued no later than 9:00 a.m., New York City time, on the person(s) who signed next business day after the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the previously scheduled Expiration Date. If payment for Units is delayed for any reason or if the Purchaser Subject to applicable law (which is an affiliate of the General Partnerincluding Rules 14d-4(c), 14d-6(d) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to pay Limited Partners the Purchase Price in respect of Units tendered publish, advertise or return those Units promptly after termination or withdrawal of the Offer. All questions as otherwise communicate any such public announcement other than by issuing a press release to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationDow Xxxxx News Service.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September November 18, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unit holders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 1,400,000 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unit holders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unit holders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 8, 19981999. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary Purchaser and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment as provided in this Offer by the Purchaser pursuant to Purchasethe Offer, may also be withdrawn at any time after September 18January 20, 19981997. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent/Depositary, at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Limited Partnership Interest Units in the same manner as the Assignment of Limited Partnership Interest Units was signed (including signature guarantees by an Eligible Institution)signed. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If purchase of, or payment for for, Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Information Agent/Depositary and may not be withdrawn withdrawn, except to the extent that tendering Limited Partners Unitholders are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c14e-l(c) under the Exchange Act, to pay Limited Partners Unitholders the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of Neither the Purchaser, the Information Agent, the /Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units made pursuant to the Offer are irrevocable, except that as otherwise provided in this Section 4. Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment by Purchaser as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 14, 19981997. If Purchaser extends the Offer, is delayed in its purchase of or payment for Units, or is unable to purchase or pay for Units for any reason then, without prejudice to the rights of Purchaser, tendered Units may be retained by the Depositary on behalf of Purchaser and may not be withdrawn, except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4. The reservation by Purchaser of the right to delay the acceptance or purchase of or payment for Units is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Units deposited by or on behalf of Holders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its it address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person persons who tendered the Units to be withdrawn, the number of Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes name of the Offer. Withdrawn Units may be re-tenderedregistered Holder, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate different from that of the General Partner) is unable to pay for Units for any reason, then, without prejudice to person who tendered the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the OfferUnits. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall will be final and bindingbinding on all parties. No withdrawal of Units will be deemed to have been made properly until all defects and irregularities have been cured or waived. None of the Purchaser, the Information AgentDepositary, the Depositary Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure failing to give any such notification. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 above.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September November 18, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 1,400,000 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unitholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant units to the Offer us are irrevocable, except provided that Units units tendered pursuant to the Offer us may be withdrawn at any time prior to the Expiration Date expiration date and, unless already accepted for payment as provided in this Offer offer to Purchasepurchase, may also be withdrawn at any time after September 18, 1998sixty days from the date of this offer to purchase. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary us at its our address set forth on the back cover of this Offer offer to Purchasepurchase. Any such notice of withdrawal must specify the name of the person who tendered the Units units to be withdrawn and must be signed by the person(s) who signed the Assignment letter of Partnership Interest transmittal in the same manner as the Assignment letter of Partnership Interest transmittal was signed (including signature guarantees by an Eligible Institution, if applicable). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offerour offer. Withdrawn Units units may be re-tendered, however, by following the procedures described in Section 3 above at any time prior to the Expiration Dateexpiration date. If purchase of, or payment for Units for, units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is we are unable to pay for Units units for any reason, then, without prejudice to the Purchaser's our rights under the Offerour offer, tendered Units units may be retained by the Depositary us and may not be withdrawn except to the extent that tendering Limited Partners you are entitled to withdrawal rights as set forth in this Section 4; subjectprovided, however, to the Purchaser's obligationthat we are required, pursuant to Rule 14e-1(c) under the Exchange Act, Act to pay Limited Partners you the Purchase Price purchase price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of the Offerour offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)us, in its our sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or Neither we nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this the Offer to Purchase, may also be withdrawn at any time after September 18May 11, 1998. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered tendered, the number of Units to be withdrawn and the name in which the Units are registered, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including medallion signature guarantees by an Eligible Institutionguaranties). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tenderedIf purchase of, howeveror payment for, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn withdrawn, except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 ("Procedure for Tendering Units") at any time prior to the Expiration Date. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and bindingbinding on all parties. None of Neither the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, tenders of Units made pursuant to the Offer are irrevocable, except that . Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already previously accepted for payment as provided in this Offer to Purchaseherein, may also be withdrawn at any time after September 18March 28, 19981999 (or such later date as may apply in case the Offer is extended). For If, for any reason whatsoever, acceptance for payment of any Units tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Purchaser may retain tendered Units and such Units may not be withdrawn, except to the extent that the tendering Unit Holder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. In order for a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover last page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by withdrawn, with the person(s) who signed the Assignment signature of Partnership Interest such person Medallion guaranteed in the same manner as the Assignment signature in the Agreement of Partnership Interest was signed Transfer and Sale, the number of Units to be withdrawn, and (including signature guarantees by an Eligible Institution)if the Agreement of Transfer and Sale has been delivered) the name of the Unit Holder as set forth in the Agreement of Transfer and Sale. Withdrawals of Units may not be rescinded. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units , but may be re-tendered, however, retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer3. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall will be final and binding. None Neither the Purchaser nor any of the Purchaserits affiliates or assigns, the Information Agentif any, the Depositary or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.. 7

Withdrawal Rights. Tenders of Class A Units pursuant to the Offer are irrevocable, except that Class A Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18November 22, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class A Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class A Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class A Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class A Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class A Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class A Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class A Units tendered or return those Class A Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18August 2, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 427 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unitholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18July 30, 19982007. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant At any time prior to 5:00 P.M. Eastern Time on November 6, 2002 (or if the Offer are irrevocableoffer is extended, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date Date), and, unless already if the Shares have not by then been accepted for payment as provided in this Offer to Purchaseby the Fund, may also be withdrawn at any time after September 18December 5, 19982002, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. For withdrawal to To be effective, a written or facsimile transmission notice of withdrawal of Shares tendered must be timely received by the Depositary at its the appropriate address set forth on the back inside front cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4826 (xxx xxxxxxx xx which may be confirmed by calling (781) 575-4816), xxx xxx xxxxxnal notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any such notice of withdrawal must specify the name name(s) of the person who having tendered the Units Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees guaranteed by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity validity, form and form eligibility (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), Fund in its sole discretion, which determination shall be final and binding. None Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the PurchaserOffer. Withdrawn Shares, however, may be re-tendered by following the Information Agentprocedures described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 6, tenders of Shares made pursuant to the Depositary or any other person Offer will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationirrevocable. NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18November 17, 19982015. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18November 17, 1998. For 2015.For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 25, 19981999. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary Purchaser and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 1828, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 151,880 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18June 26, 19982011. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 333,333 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18June 26, 19982011. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 444,444 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders The term "Expiration Date" shall mean Midnight, New York City time, on Thursday, July 15, 1999, unless and until Purchaser, subject to restrictions contained in the Merger Agreement, shall from time to time have extended the period of Units pursuant time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire. The offer is subject to certain conditions set forth in "THE TENDER OFFER--15. Certain Conditions of the Offer," including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in "THE TENDER OFFER--3. Withdrawal Rights," retain all such Shares until the expiration of the Offer as so extended, (iii) waive such condition (other than the Minimum Condition) and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the conditions to the Offer. Pursuant to the Merger Agreement, Purchaser may increase the Offer Price and may make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, Purchaser may not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares required to satisfy the Minimum Condition, (iv) reduce the maximum number of Shares to be purchased in the Offer, (v) add conditions to the Offer are irrevocablein addition to those set forth in Article 7 of the Merger Agreement, except (vi) otherwise modify or amend those conditions in a manner that Units tendered pursuant is materially adverse to the Offer may holders of the Shares, or (vii) extend the Expiration Date beyond September 30, 1999 (except to the extent required to comply with any rule, regulation or interpretation of the Commission or to satisfy the conditions to the Offer). Subject to the terms and conditions of the Merger Agreement, Purchaser may, without the consent of the Company's Board of Directors, from time to time extend the Expiration Date. Purchaser confirms that its right to delay payment for Shares that it has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of a tender offer. Under no circumstances will interest be withdrawn paid on the purchase price for tendered Shares, whether or not Purchaser exercises its right to extend the Offer. Subject to the applicable rules and regulations of the Commission, Purchaser expressly reserves the right, subject to the terms and conditions of the Merger Agreement, at any time prior and from time to time, upon the failure to be satisfied of any of the conditions to the Expiration Date andOffer, unless already accepted to (i) terminate or amend the Offer, (ii) extend the Offer and postpone acceptance for payment as provided of any Shares, or (iii) waive any condition to completion of the Offer. During any such extension all Shares previously tendered and not properly withdrawn will remain subject to such extension and to the Offer, subject further to the right of a tendering stockholder to withdraw such stockholder's Shares. Parent may not terminate the Merger Agreement due to a failure to obtain clearance under the HSR Act until December 31, 1999; provided, however at any time after March 31, 2000, the Company may terminate the Merger Agreement due to a failure to obtain clearance under the HSR Act. In the event that Purchaser waives any of the conditions set forth in this Offer to PurchasePurchase under the caption "THE TENDER OFFER--15. Certain Conditions Of The Offer," the Commission may, may also be withdrawn at any if the waiver is deemed to constitute a material change to the information previously provided to the stockholders, require that the Offer remain open for an additional period of time after September 18, 1998and/or that Purchaser disseminate information concerning such waiver. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of If Purchaser extends the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described or if Purchaser (whether before or after its acceptance for payment of Shares) is delayed in Section 3 at any time prior to the Expiration Date. If its payment for Units is delayed for any reason Shares or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary may retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent that tendering Limited Partners stockholders are entitled to withdrawal rights as set forth described in this Section 4; subjectOffer to Purchase under the caption "THE TENDER OFFER--3. Withdrawal Rights." However, howeveras described above, the ability of Purchaser to the Purchaser's obligation, pursuant to delay payment for Shares that Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, to pay Limited Partners . If Purchaser makes a material change in the Purchase Price in respect terms of Units tendered the Offer or return those Units promptly after termination the information concerning the Offer or withdrawal waives a material condition of the Offer. All questions as , Purchaser will disseminate additional tender offer materials (including by public announcement) and extend the Offer to the validity extent required by Rules 14d-4(c), 14d-6(d) and form 14e-1 under the Exchange Act. Such rules generally provide that the minimum period during which a tender offer must remain open following a material change 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 changes in the terms or information. In the Commission's view, an offer should remain open for a minimum of five business days from the date a material change is first published, sent or given to security holders, and, if material changes are made with respect to information that approaches the significance of price and share levels, a minimum of ten business days may be required to allow for adequate dissemination and investor response. With respect to a change in price or a change in percentage of securities sought, a minimum ten-business-day period is generally required to allow for adequate dissemination to stockholders and for investor response. Any extension, amendment or termination of the Offer will be followed as promptly as practicable by public announcement in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including time Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform stockholders of receiptsuch change) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Xxxxx News Service. The Company has provided Purchaser with the Company's stockholder list, a non-objecting beneficial owners list, and security position listings for the purpose of notices disseminating the Offer to holders of withdrawal Shares. This Offer to Purchase and the Letter of Transmittal and other relevant materials will be determined by mailed to record holders of Shares and furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the Purchaser (which is an affiliate names of whose nominees, appear on the General Partner)stockholder list or, if applicable, who are listed as participants in its sole discretiona clearing agency's security position listing, which determination shall be final and binding. None for subsequent transmittal to beneficial owners of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notificationShares.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18July 8, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18June 26, 19982005. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Purchasers at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and and, if tendered by letter of Transmittal, must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.