AMENDING AGREEMENT NO. 1
This is an amending agreement made as of December 15, 1998 among Xxxxxx
Services Corp. ("PSC"), Foothill Partners, L.P. ("Foothill"), American Real
Estate Holdings, L.P. ("AREH") and High River Limited Partnership ("High
River").
WHEREAS, PSC on behalf of itself and each of its affiliates (collectively,
"Affiliates"), Foothill, AREH and High River entered into an agreement dated as
of November 19, 1998 (the "Standstill Agreement") regarding the terms and
conditions for a prepackaged plan or reorganization for PSC and its Affiliates;
WHEREAS, the parties have agreed to amend the terms of the Standstill Agreement.
NOW THEREFORE this amending agreement witnesseth that in consideration of the
mutual covenants and agreements contained in this amending agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, PSC, Foothill, AREH and High River agree as follows:
1) Amendment
The Standstill Agreement is amended by deleting the date "December 15,
1998" from the second paragraph of the section titled "Standstill and
Efforts to Consummate" and from the second paragraph of the section
titled "Termination Events" and replacing it in both places with the
date "January 8, 1999".
2) General
This amending agreements amends the Standstill Agreement. This amending
agreement and the Standstill Agreement shall be read, interpreted,
construed and have effect as and shall constitute one agreement with
the same effect as if the amendments made by this amending agreement
had been contained in the Standstill Agreement as of the date of this
amending agreement. This amending agreement shall be governed by the
laws o f the State of Delaware, without giving effect to the choice of
law provisions thereunder. Other than as set forth in Paragraph 1
hereof, the Standstill Agreement remains in full force and effect. This
amending agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all counterparts together shall
constitute one and the same instrument.
AGREED, ACKNOWLEDGED and ACCEPTED as of the date first written above.
XXXXXX SERVICES CORP. FOOTHILL PARTNERS III, L.P.
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By: By:
Its: Its:
AMERICAN REAL ESTATE HOLDINGS, LP. HIGH RIVER LIMITED PARTNERSHIP
By: American Property Investors, Inc. By: Riverdale L.L.C.
Its: General Partner Its: General Partner
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By: By:
Its: Its:
