EXHIBIT 2
AETNA REAL ESTATE ASSOCIATES, L.P.
3 World Financial Center - 29th Fl.
New York, N.Y. 10285
August 20, 1998
Personal and Confidential
Oak Investors LLC
Cedar Partners, L.P.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxx Xxxxxxxxx
Dear Xx. Xxxxxxxxx:
The purpose of this letter is to set forth our understanding with regard to
any proposed acquisition of outstanding units of limited partnership
interests ("Units") of Aetna Real Estate Associates, L.P., a Delaware
limited partnership (the "Partnership"), from holders of Units (each a
"Unitholder" and collectively, the "Unitholders") by Oak Investors LLC,
Cedar Partners, L.P., Xxxxx Capital, LLC, Xxx Xxxxxxxxx or any person who
is an Affiliate (as defined under Rule 405 of the Securities Act of 1933,
as amended) (collectively, "you").
In response to your request and in consideration of the agreements set
forth in this letter agreement, the Partnership agrees to provide you a
current list of the names and addresses of and the number of units owned by
each of the Unitholders in a computer readable form reasonably requested by
you. The Partnership shall provide the list within two business days from
the date of this letter. Upon your receipt of the list of partners, you
shall take all required action to dismiss with prejudice the action
captioned Oak Investors LLC and Cedar Partners, L.P. v. Aetna Real Estate
Associates, L.P. and AREA GP Corporation filed in the Court of Chancery of
the State of Delaware in and for New Castle County. You agree that you may
only use the list to acquire Units or contact Unitholders for a purpose
reasonably related to your interest as a Unitholder and you may not sell or
otherwise release the list to others or use the list for any other purpose.
You shall not, without the prior written consent of the Partnership,
disclose to any third party, other than a party acting as your agent on
your behalf pursuant to the terms of this Agreement, the list of
Unitholders' names, addresses and number of Units held that was provided to
you by the Partnership.
You represent and warrant that on the date hereof you beneficially own at
least 17,805 Units. You also agree that you will notify the Partnership at
least five business days before initiating any communication with all or
substantially all of the Unitholders and provide a draft copy of such
communication (if written) with such notice. Further, you will provide a
final copy to the Partnership of any such communication on the same date
that such communication is first sent or given to Unitholders. The
Partnership will not respond, comment or otherwise communicate with the
Unitholders concerning Oak Investors LLC's communications for a period of
two business days from the date the Partnership receives such communication
from Oak.
You hereby represent, warrant and covenant to the Partnership that any
tender offer to purchase Units commenced by you will be conducted in
compliance with all applicable laws and regulations.
You understand that the general partners of the Partnership may consider
from time to time selling all or substantially all of the assets of the
Partnership or entering into any other transaction determined by the
general partners to be in the best interests of the Unitholders and the
Partnership. The result of any such transaction might be the dissolution
and liquidation of the Partnership in accordance with the partnership
agreement. Accordingly, in order to avoid disrupting any transaction
determined by the general partners to be in the best interests of the
Unitholders and the Partnership, including settlement of any litigation,
and any required vote of Unitholders, you agree that, prior to the two-year
anniversary of the date of this letter agreement, all Units obtained by you
pursuant to any means will be voted by you on all issues in the same manner
and in the same proportion as all other Unitholders who vote on any such
proposal.
We each hereby acknowledge that we are aware, and that we will advise our
respective Affiliates of our respective responsibilities under the
securities laws. We each agree that the other of us or our respective
Affiliates, as the case may be, shall be entitled to equitable relief,
including injunctive relief and specific performance, in the event of any
breach of the provisions of this letter agreement, in addition to all other
remedies available at law or in equity.
In case any provision in or obligation under this letter agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or
of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby.
This letter agreement shall be governed by the laws of the State of
Delaware without giving effect to principles of conflicts of law thereof.
This letter agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together constitute one and the
same instrument.
* * * * *
If you agree with the foregoing, please sign and return two copies of this
letter agreement, which will constitute our agreement with respect to the
subject matter of this letter agreement.
Very truly yours,
AETNA REAL ESTATE ASSOCIATES, L.P.
By: AREA GP Corporation
Its: General Partner
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
By: AETNA/AREA Corporation
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx (signed August 25, 1998)
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
Confirmed and agreed to as of
the date first above written:
OAK INVESTORS LLC
By: /s/ Xxx Xxxxxxxxx
--------------------
Name: Xxx Xxxxxxxxx
Title: Manager
CEDAR PARTNERS, L.P.
By: Xxxxx Capital, LLC
Its: General Partner
By: /s/ Xxx Xxxxxxxxx
--------------------
Name: Xxx Xxxxxxxxx
Title: Manager
