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 ▇▇. ▇,
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and this Amendment. Except as expressly amended by Amendment
▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ 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 shallbe 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Authorized Signatory
OLYMPIA INVESTORS, L.P.
By: Olympia-GP, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: American Property Investors, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President