EXHIBIT 2
CADILLAC FAIRVIEW CORPORATION
00 XXXXX XXXXXX XXXX
XXXXXXX, XXXXXXX
X0X 0X0
March 3, 1999
Ontario Teachers' Pension Plan Board
WHCF Real Estate Limited Partnership
BRE/CF Equity Acquisition X.X.
Xxxxxxxxxx Real Estate Partners II X.X.
Xxxxxxxxxx Real Estate Partners IV X.X.
Xxxxxxxxxx RE Partners II X.X.
Xxxxxxxxxx CF Equity Acquisition L.P.
TCW Asset Management Company, as agent and on behalf of certain funds and
accounts
Dear Sirs:
The purpose of this letter agreement is to document our mutual
agreement respecting the matters set out herein, relating to Cadillac Fairview
Corporation ("CF").
Each addressee hereof (a "Shareholder") hereby agrees with each other
Shareholder and with CF as follows:
1. Each Shareholder hereby represents and warrants to each other
Shareholder and to CF that such Shareholder, and/or one or more of its
affiliates and associates, is a registered holder and/or a beneficial owner of
securities of CF.
2. During the term of this letter agreement, without the prior written
consent of each other party hereto including CF, no Shareholder, either directly
or indirectly or together with or through one or more of its affiliates or
associates or any one or more persons with whom it is "acting jointly or in
concert", whether through its or their respective officers, directors,
employees, advisors, representatives, or otherwise, will, in its capacity as a
securityholder of CF:
(a) acquire or sell, announce an intention to acquire or sell, offer or
propose to acquire or sell, solicit an offer to acquire or sell or
agree to acquire or sell, or enter into any agreement, arrangement or
undertaking to acquire or sell, directly or indirectly, by purchase,
gift or otherwise, any direct or indirect interest in any of the
common shares of CF or any direct or indirect rights, warrants or
options to acquire any common shares of CF (other than in the ordinary
course of a broker-dealer and, in the case of WHCF Real Estate Limited
Partnership, other than the asset management business of The Xxxxxxx
Sachs Group, L.P. (except
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for Whitehall Street Real Estate Limited Partnership V and its
predecessors and successors which shall remain subject to the
restrictions in this paragraph));
(b) form, encourage the formation of, join or in any way participate in
any group of persons "acting jointly or in concert" with respect to a
purchase of common shares of CF (other than any group that may be
deemed to exist (i) among any or all of the parties to this agreement
by virtue of this agreement or the shareholders' agreement dated July
31, 1995, as amended on August 26, 1997 among Ontario Teachers'
Pension Plan Board, WHCF Real Estate Limited Partnership, BRE/CF
Equity Acquisition L.P., Blackstone Real Estate Partners II L.P.,
Blackstone Real Estate Partners IV L.P., Blackstone RE Partners II
L.P. and Blackstone CF Equity Acquisition L.P., or (ii) among any
addressees of this letter and any of its affiliates);
(c) arrange, or in any way participate, directly or indirectly, in any
financing for the purchase of any common shares of CF (other than in
the ordinary course of a broker-dealer and, in the case of WHCF Real
Estate Limited Partnership, other than the asset management business
of The Xxxxxxx Xxxxx Group, L.P. (except for Whitehall Street Real
Estate Limited Partnership V and its predecessors and successors which
shall remain subject to the restrictions in this paragraph);
(d) solicit, make, or in any way participate in, directly or indirectly,
any solicitation of proxies from the securityholders of CF (other than
in the ordinary course of a broker-dealer and, in the case of WHCF
Real Estate Limited Partnership, other than the asset management
business of The Xxxxxxx Xxxxx Group, L.P. (except for Whitehall Street
Real Estate Limited Partnership V and its predecessors and successors
which shall remain subject to the restrictions in this paragraph), or
call or seek to have called any meeting of the securityholders of CF;
(e) enter into any new agreement, understanding or arrangement with any
person with respect to the holding, voting or disposition of any
common shares of CF; or
(f) (1) solicit, propose, seek to effect, initiate, encourage or negotiate
with any other person with respect to any merger, amalgamation,
arrangement or other form of business combination transaction with or
involving CF, or any restructuring, recapitalization or similar
transaction with respect to or involving CF, (2) solicit, make or
propose to negotiate with any other person with respect to, or
announce an intention to make, any tender offer, takeover bid or
exchange offer for any securities of CF, (3) disclose an intent,
purpose, plan or proposal with respect to CF, or any securities of CF,
inconsistent with the provisions of this letter agreement, or (4)
assist, participate in, facilitate, encourage or solicit any effort or
attempt by any person to do or seek to do any of the foregoing.
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For purposes of this letter agreement, it is a question of fact as to
whether a person is acting jointly or in concert with another person and,
without limiting the generality of the foregoing, the following shall be
presumed to be acting jointly or in concert with a person (the "FIRST PERSON"):
(i) every person who has any agreement, arrangement, commitment or
understanding (whether formal or informal and whether or not in
writing) with the First Person, any associate or affiliate of the
First Person or any other person acting jointly or in concert
with the First Person, for the purpose of acquiring or offering
to acquire or selling or offering to sell any common shares of CF
including, without limitation, any one or more of, or any
combination of, a put, call, option, forward sale or purchase or
other right or obligation relating to the sale or disposition of
any common shares of CF, or any security, the value of which
varies with the value of common shares of CF, to the First
Person, any associate or affiliate of the First Person or any
other person acting jointly or in concert with the First Person
or any agreement, arrangement, commitment or understanding
(whether formal or informal and whether or not in writing)
pursuant to which all or substantially all of the economic or
market risk underlying a common share of CF, directly or
indirectly, is transferred to, or assumed by, the First Person,
any associate or affiliate of the First Person or any other
person acting jointly or in concert with the First Person;
(ii) every person who has any agreement, arrangement, commitment or
understanding (whether formal or informal and whether or not in
writing) with the First Person, any associate or affiliate of the
First Person or any other person acting jointly or in concert
with the First Person, for the purpose or with the intention of
exercising jointly or in concert with the First Person, any
associate or affiliate of the First Person or any other person
acting jointly or in concert with the First Person, any voting
rights attaching to any securities of CF; and
(iii) every associate or affiliate of the First Person.
The provisions of this section 2 shall not serve to prohibit any
Shareholder from providing professional services to any person (including
without limitation CF) in the ordinary course of business, consistent with past
practice, with respect to or involving CF or any securities or assets of CF,
provided that the provision of such professional services to such person has
been approved in advance by the Board of Directors of CF.
3. This letter agreement shall be effective immediately upon its execution
by the parties hereto and shall terminate on the earliest of the following dates
(the "Termination Date"):
(a) 11:59 p.m. on April 6, 1999;
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(b) the 7th day following receipt by each of the other parties hereto of
notice from any party hereto terminating such party's obligations
hereunder (which termination shall be effective as of the Termination
Date); and
(c) the effective date of any shareholder rights plan agreement involving
CF.
4. Except as required by applicable law, none of the parties hereto shall
make any public announcement or statement with respect to this letter agreement
without the approval of the other parties hereto. Moreover, in any event, each
party agrees to give prior notice to the other parties of any public
announcement relating to this letter agreement, and agrees to consult with each
other party prior to issuing each such public announcement.
5. All notices, requests, demands and other communications hereunder
shall be deemed to have been duly given and made if in writing and if served by
personal delivery upon the party for whom it is intended or, if sent by
facsimile transmission, upon receipt of confirmation that such transmission has
been received, to the party at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such
party. The date of receipt of any such notice or other communication if
delivered personally shall be deemed to be the date of delivery thereof, or if
sent by facsimile transmission the date of such transmission if sent during
normal business hours on a business day, failing which it shall be deemed to
have been received on the next business day.
If to Ontario Teachers' Pension Plan Board:
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to WHCF Real Estate Limited Partnership:
c/x Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
00000
Attention: Xxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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If to BRE/CF Equity Acquisition L.P., Blackstone Real Estate Partners
II L.P., Blackstone Real Estate Partners IV L.P., Blackstone RE
Partners II L.P. or Blackstone CF Equity Acquisition L.P.:
c/o The Blackstone Group L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
00000
Attention: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to TCW Asset Management Company
c/o Oaktree Capital Management, LLC
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx
00000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to CF:
00 Xxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Any party may at any time change its address for service from time to
time by giving notice to the other parties in accordance with this section 5.
6. If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated and the parties shall
negotiate in good faith to modify this letter agreement to preserve each party's
anticipated benefits under this letter agreement.
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7. This letter agreement constitutes the entire agreement and supersedes
all other prior agreements and undertakings, both written and oral, among the
parties with respect to the subject matter hereof.
8. This letter agreement may be executed in any number of counterparts
and by facsimile signature, each of which shall be deemed to be an original and
all of which taken together shall be deemed to constitute one and the same
instrument.
9. Each party hereto recognizes and acknowledges that a breach by it of
its covenants or agreements contained in this letter agreement will cause the
other parties hereto to sustain damages for which such parties may not have an
adequate remedy at law for money damages and, therefore, each party hereto
agrees that in the event of such a breach by it, the other parties hereto shall
be entitled to the remedy of specific performance of such covenant or agreement
and to injunctive and other equitable relief in addition to any other remedy to
which they may be entitled at law or in equity.
10. Time shall be of the essence of this letter agreement.
11. This letter agreement shall be governed in all respects, including
validity, interpretation and effect, by the laws of the Province of Ontario and
the federal laws of Canada applicable therein, without giving effect to the
principles of conflicts of laws thereof, and all actions and proceedings arising
out of or relating to this letter agreement shall be heard and determined
exclusively in the courts of the Province of Ontario and the parties hereto
hereby attorn to the jurisdiction of such courts.
12. This letter agreement may not be amended except by an instrument in
writing signed by each of the parties hereto.
--------------------------------
If the foregoing accurately reflects the terms and conditions of our
mutual agreement, would you kindly indicate your acceptance hereof by signing,
dating and returning to CF the enclosed duplicate originals of this letter
agreement. Upon receipt of fully executed original copies from each party
hereto, CF will deliver to each other party hereto an executed original copy of
this letter agreement.
Yours very truly,
CADILLAC FAIRVIEW CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
By: /s/ Xxx Xxxxx
-------------------------------
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-----------------------------
Irrevocably accepted and agreed.
ONTARIO TEACHERS' PENSION PLAN
BOARD
By: /s/ Xxxxx Xxxxx
-------------------------------
BRE/CF EQUITY ACQUISITION X.X. XXXXXXXXXX RE PARTNERS II L.P.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
BLACKSTONE REAL ESTATE BLACKSTONE CF EQUITY
PARTNERS II L.P. ACQUISITION L.P.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
BLACKSTONE REAL ESTATE
PARTNERS IV L.P.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
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WHCF REAL ESTATE LIMITED
PARTNERSHIP
BY ITS GENERAL PARTNER, WHITEHALL STREET
REAL ESTATE LIMITED PARTNERSHIP V
By: /s/ Xxxx X. Xxxx
-------------------------------
BY ITS GENERAL PARTNER,
WH ADVISORS, L.P. V
By: /s/ Xxxx X. Xxxx
-------------------------------
BY ITS GENERAL PARTNER,
WH ADVISORS INC V
By: /s/ Xxxx X. Xxxx
-------------------------------
TCW ASSET MANAGEMENT
COMPANY
AS AGENT AND ON BEHALF OF CERTAIN
FUNDS AND ACCOUNTS
By: /s/ Xxxxxxx Xxxxx
-------------------------------
By: /s/ Xxxx Xxxxxxxx
-------------------------------
