Amendment No. 3
to
Agreement
dated March 6, 1998
This Amendment No. 3 (the "Amendment"), dated as of July 16,
1998, amends the agreement, dated March 6, 1998 (the "Agreement") and as amended
by Amendment No. 1 and Amendment No. 2 thereto, dated as of May 20, 1998 and
June 29, 1998, respectively, by and 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.
The parties agree as follows:
1. Notwithstanding anything in the Agreement to the contrary,
the Offers shall be extended until 5:00 p.m. on Friday, July 24, 1998.
2. All references in the Agreement and in Amendment No. 1 and
Amendment No. 2 to "the agreement" or "this agreement" shall hereinafter be
deemed to refer to the Agreement as amended by Amendment Xx. 0, Xxxxxxxxx Xx. 0
and this Amendment. Except as expressly amended by Amendment Xx. 0, Xxxxxxxxx
Xx. 0 and hereby, the Agreement shall remain in full force and effect as
originally executed by the parties.
3. 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
