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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.
1650 Hotel Circle North, Suite 200
San Diego, California 92108
Attn: Don Augustine
Dear Mr. Augustine:
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.,
Arlen Capital, LLC, Don Augustine 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
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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/ Mark J. Marcucci
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Name:Mark J. Marcucci
Title:President
By: AETNA/AREA Corporation
Its: General Partner
By: /s/ Daniel R. Leary (signed
August 25, 1998)
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Name:Daniel R. Leary
Title:President
Confirmed and agreed to as of the date first above written:
OAK INVESTORS LLC
By: /s/ Don Augustine
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Name: Don Augustine
Title: Manager
CEDAR PARTNERS, L.P.
By: Arlen Capital, LLC
Its: General Partner
By: /s/ Don Augustine
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Name: Don Augustine
Title: Manager
