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EXHIBIT 99.1
THIS AGREEMENT is made as of the 13th day of November, 1996, by and
between XXXXX XxXXXXXXX GROUP, INC., a Maryland corporation having its principal
office at National City Center, 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (the "Company"), and XXXXX XxXXXXXXX GROUP, L.P., a Delaware
limited partnership having its principal office at National City Center, 000
Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (the "Partnership").
W I T N E S S E T H:
The Company is the Non-Managing General Partner of the Partnership
under and pursuant to the terms of the Fifth Amended and Restated Limited
Partnership Agreement of the Partnership dated August 9, 1996 (the "Partnership
Agreement"). Capitalized terms used and not defined in this Agreement shall
have the meanings given such terms in the Partnership Agreement.
Under the terms of Article 11 of the Partnership Agreement, each
Limited Partner of the Partnership has the right, subject to certain conditions
set forth therein, to exchange its Partnership Units for cash or Shares, as
selected by the Company as Non-Managing General Partner. If in any instance
the Company selects Shares, the Company becomes obligated to acquire the
Partnership Units in question in exchange for the issuance by it to the Limited
Partner which owns such Units of Shares equal in number to the number of Units
being so exchanged (subject to certain adjustments provided for in said Article
11). If in any instance the Company selects cash, the Company becomes
obligated to cause the Partnership to redeem the Partnership Units in question
for a cash payment in the amount provided for in said Article 11.
By virtue of the above-described arrangement, the Company can impose
meaningful financial obligations on the Partnership by electing that
Partnership Units tendered for exchange by Limited Partners pursuant to Article
11 of the Partnership Agreement be redeemed by the Partnership for cash, in
lieu of being exchanged for Shares. In order to insure that the Partnership
will have funds to meet such obligations, the Company has agreed to enter into
this Agreement.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration paid to the Company, the receipt and sufficiency of
which are hereby acknowledged, the Company hereby agrees to and with the
Partnership as follows:
1. The Company hereby agrees that the only manner in which it may
hereafter elect to cause the Partnership redeem for cash any Partnership Units
tendered for exchange pursuant to Article 11 of the Partnership Agreement,
rather than electing to acquire such Partnership Units in exchange for Shares
in accordance with said Article 11, is by contributing to the capital of the
Partnership, in exchange for Additional Units, on or prior to the date of the
closing established pursuant to said Article 11 for the exchange or redemption
of such tendered Partnership Units, an amount in immediately available funds
sufficient to enable the Partnership to effectuate such redemption.
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2. The Company hereby further agrees that if on the date of any
closing established pursuant to Article 11 of the Partnership Agreement, the
Company shall not have made the capital contribution provided for in paragraph I
above, it shall, as result, conclusively be deemed to have elected to acquire
the tendered Partnership Units for Shares and shall be obligated at such closing
to issue its Shares to the tendering Limited Partner, in the quantity
established pursuant to said Article 11, in exchange for such Partnership Units.
3. The provisions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns. The provisions of this Agreement shall be governed by
the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXX XxXXXXXXX GROUP, INC.
By: /s/ XXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
XXXXX XxXXXXXXX GROUP, L.P.
By: SD PROPERTY GROUP, INC., Managing
General Partner
By: /s/ XXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
