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AETNA REAL ESTATE ASSOCIATES, L.P.
c/o Aetna/AREA Corporation
242 Trurnbull Street
Hartford, CT 06150
September 30, 1998
Oak Investors LLC
1650 Hotel Circle North, Suite 200
San Diego, California 92108
Attn: Don Augustine
Dear Mr. Augustine:
We have made available, and shall continue to make available to you and
your authorized representatives and agents certain information regarding Aetna
Real Estate Associates, L.P. (the "Partnership"), including, without limitation,
third-party appraisals of the properties owned by the Partnership. Such
information, whether furnished in writing, by any electronic means or otherwise,
regardless of whether specifically identified as confidential, and all analyses,
calculations, studies or other documents or records referring to such
information shall hereinafter be referred to as the "Confidential Information."
As used in this Agreement, "you" means the signatory to this Agreement and all
affiliates of the signatory.
As a condition to the Confidential Information being furnished to you,
you agree to comply with the terms of this letter agreement, including the
procedures set forth herein regarding the maintenance of the confidentiality of
the Confidential Information. You may disclose the Confidential Information to
your directors, officers, employees, agents and consultants (collectively,
"Representatives") who, you determine, in the exercise of reasonable judgement,
need to know such Confidential Information, provided that such persons are made
aware of the confidentiality of the Confidential Information. You shall assume
responsibility for the breach of this letter agreement by your Representatives.
The term "Confidential Information" does not apply to information which
(i) is or becomes generally available to the public other than as a result of
disclosure by you or your Representatives in breach of this letter agreement;
(ii) was available to you on a non-confidential basis, prior to its disclosure
by the Partnership to you pursuant hereto, from a source other than the
Partnership or its employees or agents; (iii) becomes available to you on a
non-confidential basis after the date hereof from a source other than the
Partnership or its employees or agents provided that you do not know that such
source is prohibited from disclosing such information to you by a contractual or
other legal obligation.
You agree not to disclose to any person other than your Representatives
the Confidential Information. In addition, you agree not to disclose any
Confidential Information or the source of any Confidential Information to any
unitholders of the Partnership other than your affiliates which are
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Mr. Don Augustine
September 30, 1998
Page 2
bound by the terms of this letter agreement. For purposes of this letter
agreement, the term "person" means any corporation, limited liability company,
partnership, estate, trust, individual or other entity.
This letter agreement and the obligations hereunder shall terminate
only at such time and to the extent that any Confidential Information ceases to
be confidential as expressly provided for herein.
It is further understood and agreed that no failure or delay by the
Partnership in exercising any right, power or privilege hereunder shall operate
as a waiver hereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder. It is also agreed that the Partnership shall be entitled
to equitable relief, including an injunction and specific performance, in the
event of any breach of the provisions of this Agreement. Neither this paragraph
nor any other provision of this Agreement can be waived or amended except by the
Partnership's written consent, which consent shall specifically refer to this
paragraph (or such other provision) and explicitly make such waiver or
amendment.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to any choice of law
rules thereof or any other jurisdiction or any presumption or construction
against the party causing this letter agreement to be drafted.
This letter agreement embodies the entire agreement and understanding
between the Partnership and you relating to the matters provided for herein and
supersedes any and all prior agreements, arrangements and understandings
relating to the matters provided for herein, except that the agreement dated as
of August 20, 1998 relating to the list of unitholders of the Partnership
remains in full force and effect and nothing in this letter shall be construed
as altering such agreement. No alteration, waiver, amendment, change or
supplement hereof shall be binding or effective unless the same is set forth in
a written instrument signed by a duly authorized representative of each of the
Partnership and you.
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Mr. Don Augustine
September 30, 1998
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If you are in agreement with the foregoing, please sign and return one
copy of this Agreement to us, whereupon this letter agreement shall become a
binding agreement between the Partnership and you. This Agreement may be
executed in several counterparts, all of which together shall constitute one and
the same agreement.
Very truly yours,
AETNA REAL ESTATE ASSOCIATES, L.P.
By: Aetna/AREA GP Corporation
Its: General Partner
By:_______________________________
Name: Daniel R. Leary
Title: President
OAK INVESTORS LLC
By: ARLEN CAPITAL
Its: Manager
By: /s/ Lynn T. Wells
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Name: Lynn T. Wells
Title: Manager
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