Amendment No. 2
to
Agreement
dated March 6, 1998
This Amendment No. 2 (the "Amendment"), dated as of June 29, 1998,
amends the agreement, dated March 6, 1998 (the "Agreement") and as amended by
Amendment No. 1 thereto, dated as of May 20, 1998 ("Amendment No. 1"), 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. The following proviso is hereby added to the end of Section 5 of
the Agreement:
"; provided, however, that AREH shall have no obligation to cause Units
of a Partnership to be voted in favor of any proposal otherwise covered
by this Section 5 if such proposal (a) is made prior to the first
anniversary of the completion of the Offer relating to such Partnership
and (b) relates to a transaction or series of related transactions
constituting a "roll-up transaction" (within the meaning of Regulation
S-K, Item 901), other than a proposal for the conversion of such
Partnership into a stand-alone (i.e., not part of another entity or
entities), actively traded, real estate investment trust pursuant to
Section 3(a)(10) of the Securities Act of 1933, where the terms and
conditions of the transaction, or series of related transactions,
including any related tender offer for Units or any sale or financing
of Partnership properties, are approved, after a hearing upon the
fairness of such terms and conditions at which all limited partners
have the right to appear, by the court in connection with a settlement
of the litigation described in Item 4, paragraph 12 of the Schedules
14D-9 filed by HEP 85 and HEP 88 in connection with the Offers for
Units of those Partnerships and in Item 4, paragraph 11 of the Schedule
14D-9 filed by HEP 86 in connection with the Offer for Units of HEP
86."
2. All references in the Agreement and in Amendment No. 1 to "the
agreement" or "this agreement" shall hereinafter be deemed to refer to the
Agreement as amended by Amendment No. 1 and by this Amendment. Except as
expressly amended by Amendment No. 1 and hereby, the Agreement shall remain in
full force and effect as originally executed by the parties.
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:_____________________
Xxxxx X. Xxxxxxxxxx
Authorized Signatory
OLYMPIA INVESTORS, L.P.
By: Olympia-GP, Inc.
By:_______________________
Xxxxxx X. Xxxxxx, Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: American Property Investors, Inc.
By:_____________________________
Xxxxxx X. Xxxxxx, Vice President
