EXHIBIT IV
INVESTMENT LETTER AGREEMENT
Host Funding, Inc.
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Buckhead America Corporation
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Gentlemen:
The undersigned acknowledges that pursuant to the terms of that certain
Stock Purchase Agreement dated as of August 13, 1998 (the "Purchase Agreement"),
by and between Bay Harbour Management, L.C., a Florida limited liability
company, f/b/o its managed accounts, and Host Funding, Inc., a corporation
incorporated under the laws of the State of Maryland ("Host Funding"), the
undersigned is acquiring from Host Funding 53,647 shares (the "Shares") of the
Common Stock of Buckhead America Corporation ("Buckhead").
1. Acceptance of Shares. Subject to the terms and conditions of this
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Agreement, the undersigned hereby accepts ownership of the Shares.
2. Acknowledgments, Representations and Covenants. The undersigned
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acknowledges that the undersigned is acquiring the Shares in a transaction not
involving a public offering and without being furnished any offering literature
or prospectus. The undersigned further acknowledges, represents, warrants and
covenants as follows:
(a) the undersigned is organized under the laws of the State of
Florida;
(b) the undersigned understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities
Act"); the undersigned represents and warrants that the Shares are being
acquired by the undersigned solely for the undersigned's managed accounts,
for investment purposes only, and are not being received with a view to, or
in connection with, any resale or, distribution thereof;
(c) the undersigned understands that no federal or state agency has
passed on or made any recommendation or endorsement relating to the Shares
or any finding or determination as to the fairness of an investment in such
Shares;
(d) the undersigned agrees that the Shares may not be resold or
otherwise
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transferred unless such Shares are registered under the Act and any
applicable state securities laws or an exemption from such registration is
available;
(e) the undersigned (i) is a sophisticated investor, (ii) has had prior
experience with investments similar to the Shares, (iii) has knowledge and
experience in financial and business matters such that the undersigned is
capable of evaluating the merits and risks of the Shares and of making an
informed investment decision, and (iv) is able to bear the economic risk of
the undersigned's investment in the Shares;
(f) the undersigned has reviewed copies of Buckhead's most recent
Annual Report on Form 10-KSB and each subsequently filed Form 10-QSB; and
(g) the undersigned has full legal power and authority to execute and
deliver, and to perform the undersigned's obligations under, this
Investment Letter Agreement and such execution, delivery and performance
will not violate any agreement, contract, law, rule, decree or other legal
restriction by which the undersigned is bound.
The undersigned agrees that the foregoing acknowledgments, representations and
covenants shall survive the receipt by the undersigned of the Shares, as well as
any investigation made by the party relying on the same.
3. Revocation. The undersigned agrees that the undersigned may not
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cancel, terminate or revoke this Agreement, which shall survive the death or
disability of the undersigned and shall be binding upon the undersigned's
successors and assigns.
4. Miscellaneous.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York; and
(b) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof, and may be amended only
by a writing executed by the party to be bound thereby.
(SIGNATURE ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the undersigned has executed this Investment Letter
Agreement as of this 13th day of August, 1998.
BAY HARBOUR MANAGEMENT, L.C.
By: /s/ Xxxxxx X. Xxx Xxxx
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Name: Xxxxxx Xxx Xxxx
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Title: President
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