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