AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
OF
SHELBOURNE PROPERTIES I L.P.
This Amendment, dated as of March 16, 2004 ("Amendment") to the
Second Amended and Restated Agreement of
Limited Partnership, dated as of April
16, 2001 (as amended from time to time, the
"Partnership Agreement") of
Shelbourne Properties I L.P. (the
"Partnership"), is made and entered into by
and among (i) Shelbourne Properties I GP,
LLC, as general partner ("SPGP"), (ii)
Shelbourne Properties I, Inc., HX
Investors, L.P. and Shelbourne Management LLC
(together with SPGP, the "Partners") and
(iii) Shelbourne Properties GP, Inc.
("Newco").
WHEREAS, pursuant to that certain agreement dated as of January
15,
2003, as amended March 16, 2004, by and
among Presidio Capital Investment
Company, LLC, a Delaware limited liability
company ("PCIC"), certain
subsidiaries of PCIC listed on the
signature pages thereto, NorthStar Capital
Investment Corp., Shelbourne Management
LLC, Shelbourne Properties I, Inc.,
Shelbourne Properties II, Inc., Shelbourne
Properties III, Inc., Shelbourne
Properties I L.P., Shelbourne Properties II
L.P., Shelbourne Properties III
L.P., and HX Investors, L.P. (the "ACCOR
Agreement"), the Partnership intends to
effect a Complete Redemption (as defined in
the ACCOR Agreement).
WHEREAS, the parties deem it advisable to amend the Partnership
Agreement to reflect (i) the admission of
Newco as a general partner and (ii)
the withdrawal of SPGP as a general
partner, effective concurrently with the
Complete Redemption.
NOW, THEREFORE, in consideration of the foregoing, the mutual
promises of the parties hereto, and other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the parties hereto
agree
