EXHIBIT A
QUALIFIED PROPERTIES 80, L.P.
c/x Xxxxxx Brothers, Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
November 27, 1996
PERSONAL AND CONFIDENTIAL
Xxxxxxx Xxxxxxxxxx, Esq.
Xxxxxxx, X.X.X.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
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 Qualified Properties 80, L.P., a
Virginia limited partnership (the "Partnership"), from holders of Units
(each a "Unitholder" and collectively, the "Unitholders") by Tensing,
L.L.C. or any person who is its Affiliate (as defined below) ("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 the Unitholders along with the
number of Units owned by each of them in a computer readable form
reasonably requested by you. You agree that you may only use the list to
acquire up to 25.0% (including Units acquired through all other means) of
the Partnership's outstanding Units, except as provided for below.
You represent and warrant that on the date hereof you beneficially own
not more than 11 Units. You also agree that during the period (the "Term")
commencing on the date hereof through the second anniversary of the date
hereof, neither you nor any person who is your Affiliate (as defined under
Rule 405 of the Securities Act of 1933, as amended) will, without the prior
written consent of the Partnership, which may be withheld for any reason,
(i) in any manner including, without limitation, by tender offer (whether
or not pursuant to a filing made with the Securities and Exchange
Commission), acquire, attempt to acquire or make a proposal to acquire,
directly or indirectly (in each case, "Acquire"), more than 25.0%
(including Units acquired through all other means) of the outstanding Units
of the Partnership from any Unitholder, Unitholders or otherwise; provided,
however, that notwithstanding the foregoing prior to the six month
anniversary of the date hereof you shall not Acquire more than 5.0%
(including Units acquired through all other means) of the outstanding Units
of the Partnership from any Unitholder, Unitholders or otherwise, (ii) seek
or propose to enter into, directly or indirectly, any merger,
consolidation, business combination, sale or acquisition of assets,
Xxxxxxx Xxxxxxxxxx, Esq.
November 27, 1996
Page 2
liquidation, dissolution or other similar transaction involving the
Partnership, (iii) make, or in any way participate, directly or indirectly,
in any "solicitation" of "proxies" or "consents" (as such terms are used in
the proxy rules of the Securities and Exchange Commission) to vote, or seek
to advise or influence any person with respect to the voting of any voting
securities of the Partnership, (iv) form, join or otherwise participate in
a "group" (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) with respect to any
voting securities of the Partnership, (v) disclose to any third party any
intention, plan or arrangement which violates the terms of this letter
agreement or (vi) loan money to, advise, assist or encourage any person in
connection with any action which violates the terms of this letter
agreement.
You also agree during the Term not to make any proposal or request,
directly or indirectly, to amend, waive or terminate any provision of this
letter agreement (including this sentence). In addition, you agree that
during the Term you will notify the Partnership at least two days before
initiating any communication with Unitholders (five days if such
communication relates to a tender offer for more than 5% of the outstanding
Units) and provide a substantially final draft copy of such communication
(if written) with such notice, and a final copy contemporaneously with your
sending same to the Unitholders. We agree that we will provide you with a
copy of any written communication with Unitholders in respect of your
tender offer by facsimile on the day we initiate such communication.
In addition, if you commence a tender offer for 5% or less of the
outstanding Units, you will include verbatim the following language in any
such communication:
"TENDER OFFERS OF THIS NATURE ARE NOT REQUIRED TO COMPLY WITH
CERTAIN RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION. This tender offer has been structured so that the
purchaser does not need to comply with certain disclosure
requirements and rules governing tender offers set forth in the
Securities Exchange Act of 1934."
In addition, 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 Section 14(e) and the rules promulgated
thereunder, notwithstanding that such tender offer may be for 5.0% or less
of the outstanding Units.
You understand that the general partner of the Partnership (the
"General Partner") may consider from time to time selling all or
substantially all of the assets of the Partnership or entering into any
other transaction in the best interests of the Unitholders and the
Partnership. The result of any such transaction, if approved by a majority
vote of the Unitholders if necessary, might be the dissolution and
liquidation of the Partnership in accordance with the partnership
agreement. Accordingly, in order to avoid disrupting any possible sale of
all or substantially all of the Partnership's assets or any other
transaction in the best interests of the Unitholders and the Partnership
and any required vote of Unitholders, you agree that, during the Term, all
Xxxxxxx Xxxxxxxxxx, Esq.
November 27, 1996
Page 3
Units obtained by you pursuant to any means will be voted by you on all
issues in the same manner as by the majority of all other Unitholders (not
including the General Partner or its Affiliates) who vote on any such
proposal.
If at any time during the Term you are approached by any third party
concerning participation in any transaction involving the assets,
businesses or securities of the Partnership or involving any action in
violation of the terms of this letter agreement, you will promptly inform
the Partnership of the nature of any such contact and the parties thereto.
You shall not, without the prior written consent of the Partnership,
disclose to any party that is not an Affiliate or your agent or advisor the
list of Unitholders' names, addresses and number of Units held that was
provided to you by the Partnership; provided, however, any such Affiliate,
agent or advisor shall agree beforehand in writing to be bound by the terms
of this letter agreement.
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. You hereby covenant that during
the Term you shall not sell, transfer, assign or convey any Units now
owned, or hereafter acquired, by you to any party, unless such party agrees
in writing to be bound by the terms of this agreement.
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
New York 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.
Xxxxxxx Xxxxxxxxxx, Esq.
November 27, 1996
Page 4
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,
QUALIFIED PROPERTIES 80, L.P.
By: QP 80 Real Estate Services, Inc.
its general partner
By: /s/ Xxx Xxxxx
--------------------------
Name: Xxx Xxxxx
Title: President
Confirmed and agreed to as of
the date first above written
Tensing L.L.C.
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Manager
QUALIFIED PROPERTIES 80, L.P.
c/x Xxxxxx Brothers, Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
February 25, 1997
Xxxxxxx Xxxxxxxxxx, Esq.
Xxxxxxx, X.X.X.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
Reference is made to the letter agreement (the "Letter
Agreement") dated November 27, 1996, entered into between Qualified
Properties 80, L.P., a Virginia limited partnership (the "Partnership") and
Tensing, L.L.C. and its affiliates (collectively, "you") in connection with
your proposed acquisition of outstanding units of limited partnership
interests ("Units") of the Partnership.
The Letter Agreement is hereby amended by increasing the amount
of outstanding Units you may Acquire (as such term is defined in the Letter
Agreement) within the six month period following the date of the Letter
Agreement from 5.0% to 9.5%. In consideration therefor, you agree that
subsequent to such six month period and until the Letter Agreement expires,
you may only Acquire up to 9.5% of the outstanding Units, not 25% as
originally provided in the Letter Agreement.
The provisions of the Letter Agreement not affected by this
amendment shall remain in full force and effect.
Xxxxxxx Xxxxxxxxxx, Esq.
February 25, 1997
Page 2
If you agree with the foregoing, please sign and return two
copies of this letter, which will constitute our agreement with respect to
the subject matter of the amendment.
Very truly yours,
QUALIFIED PROPERTIES 80, L.P.
By: QP 80 Real Estate Services, Inc.,
its general partner
By: /s/ Xxx Xxxxx
---------------------------
Name: Xxx Xxxxx
Title: President
Confirmed and agreed to as of
the date first above written
Tensing L.L.C.
By: /s/ Xxxxxxx Xxxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Manager
