Common use of ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS Clause in Contracts

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If units are validly tendered prior to the expiration date and not properly withdrawn prior to the expiration date in accordance with the procedures set forth in "The Offer--Section 4. Withdrawal Rights" and the purchase of all such units would result in (i) a "Rule 13e-3 transaction" within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"), or (ii) there being fewer than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner (subject to any necessary adjustment for fractional units). If we are going to purchase only 99% of the units validly tendered, we will notify you of such fact. In such case, you would continue to be a limited partner and receive a K-1 for tax reporting purposes. See "The Offer--Section 7. Effects of the Offer--Effect on Trading Market; Registration Under 12(g) of the Exchange Act." The offer is conditioned on satisfaction of certain conditions. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING TENDERED. See "The Offer--Section 17. Conditions of the Offer," which sets forth in full the conditions of the offer. We reserve the right (but in no event shall we be obligated), in our reasonable discretion, to waive any or all of those conditions. If, on or prior to the expiration date, any or all of the conditions have not been satisfied or waived, we reserve the right to (i) decline to purchase any of the units tendered, terminate the offer and return all tendered units to tendering limited partners, (ii) waive all the unsatisfied conditions and purchase, subject to the terms of the offer, any and all units validly tendered, (iii) extend the offer and, subject to your withdrawal rights, retain the units that have been tendered during the period or periods for which the offer is extended, or (iv) amend the offer. The transfer of units will be effective April 1, 2002. This offer is being mailed on or about May 13, 2002 to the persons shown by your partnership's records to be limited partners or, in the case of units owned of record by Individual Retirement Accounts and qualified plans, beneficial owners of units.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If the number of units are validly tendered on or prior to the expiration date and not properly withdrawn is 3,305 or less, we will accept for payment, subject to the terms and conditions of our offer, all units tendered. If more than 3,305 units are validly tendered on or prior to the expiration date and not withdrawn prior to the expiration date in accordance date, we will accept for payment, subject to the terms and conditions of our offer, an aggregate of 3,305 of the units tendered, pro rata according to the number of units validly tendered by each limited partner and not properly withdrawn on or prior to the expiration date, with the procedures set forth in "The Offer--Section 4appropriate adjustments to avoid purchases of fractional units. Withdrawal Rights" and the purchase If proration of all such tendered units would result in (iis required, then, subject to our obligation under Rule 14e-1(c) a "Rule 13e-3 transaction" within the meaning of under the Securities Exchange Act of 1934 (the "Exchange Act"), ) to pay you the purchase price in respect of units tendered or (ii) there being fewer than 320 unitholdersreturn those units promptly after the termination or withdrawal of our offer, we will purchase only 99% of the total number of do not intend to pay for any units so tendered by each limited partner (subject to any necessary adjustment accepted for fractional units). If we are going to purchase only 99% of the units validly tendered, we will notify you of such fact. In such case, you would continue to be a limited partner and receive a K-1 for tax reporting purposes. See "The Offer--Section 7. Effects of the Offer--Effect on Trading Market; Registration Under 12(g) of the Exchange Act." The offer is conditioned on satisfaction of certain conditions. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING TENDERED. See "The Offer--Section 17. Conditions of the Offer," which sets forth in full the conditions of the offer. We reserve the right (but in no event shall we be obligated), payment in our reasonable discretionoffer until the final proration results are known. NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, to waive any or all of those conditions. If, on or prior to the expiration date, any or all of the conditions have not been satisfied or waived, we reserve the right to (i) decline to purchase any of the units tendered, terminate the offer and return all tendered units to tendering limited partners, (ii) waive all the unsatisfied conditions and purchase, subject to the terms of the offer, any and all units validly tendered, (iii) extend the offer and, subject to your withdrawal rights, retain the units that have been tendered during the period or periods for which the offer is extended, or (iv) amend the offer. The transfer of units will be effective April 1, 2002NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. This offer is to purchase and the related letter of transmittal are being mailed on or about May 13, 2002 by us to the persons shown by your partnership's records to be have been limited partners or, in the case of units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans, beneficial owners of unitsunits as of August 1, 1999.