November 11, 1998
VIA FACSIMILE AND OVERNIGHT COURIER
Raleigh Capital Associates, L.P.
c/o Icahn Associates Corporation
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Buy/Sell Notice
Gentlemen:
Pursuant to Section 1 of that certain Raleigh Buy/Sell Agreement (the "Buy/Sell
Agreement"), dated as of November 6, 1998, by and among Raleigh Capital
Associates, L.P., American Real Estate Partners, L.P., The St. Xxx Company and
Arvida/JMB Managers, Inc., the undersigned hereby deliver to you the Buy/Sell
Notice. Capitalized terms used but not otherwise defined herein have the same
meanings as in the Buy/Sell Agreement.
1. The Buy/Sell Price is $430 per Interest.
2. The GP Assets Purchase Price, as of August 31, 1998, is $24,497,091.
3. Attached hereto as Exhibit 1A is a written statement by Lehman of
the Xxxxxx Estimated Liquidation Value as of August 31, 1998,
together with a description of the methodology employed by Lehman
in determining such value and a confirmation that the Xxxxxx
Estimated Liquidation Value was determined in a manner consistent
with past practice.
4. Attached hereto as Exhibit 1B is a copy of additional or backup
material provided to the General Partner in connection with the
statement by Lehman described in No. 3 above.
5. Attached as Exhibit 2 hereto is material showing the General
Partner's calculation of the GP Assets Purchase Price as of August
31, 1998.
Very truly yours,
THE ST. XXX COMPANY
By: /s/ Xxxxxxx X. Xxxxx
Its: Vice President
ARVIDA/JMB MANAGERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Its: Vice President
cc w/encl: Xxxxxx Xxxxxx Butowsky
Xxxxxxx Xxxxxx & Xxxx
Attention: Xxxx Xxxxxxx, Esq.
