March 13, 1997
Mr. Jeffrey Keierleber
Decade Companies
Suite 140
250 North Patrick Boulevard
Brookfield, WI 53045
Re: Offer and Settlement Agreement
Dear Mr. Keierleber:
1. We hereby confirm our offer to facilitate sales as a
broker-dealer to you of limited partnership interests
("Interests") in Decade Companies Income Properties--A Limited
Partnership ("DCIP") held by Arnold K. Leas ("Leas"), Affiliates
(as defined below) of Leas, clients of Wellington Investment
Services Corp. and holders who affirmatively voted for a change
in general partner in the recently terminated Wellington proxy
solicitation and who did not revoke such consent (collectively
"Wellington Clients"). We will deliver a list of those persons
to you within 10 days subject to the conditions in this letter.
The price to you will be $605 for Interests received by you on or
before April 14, 1997 and $592.50, net for Interests received on
or before May 5, 1997. Wellington Investment Services Corp.
intends to charge a 10% commission ($55) on each Interest
delivered on or prior to April 14, 1997 and a $42.50 commission
on each Interest delivered between April 15 and May 5, 1997,
which is included in the net price. You agree to purchase and
pay the purchase price and commission (totaling $605, net or
$592.50, net as the case may be) for each Interest within 10 days
of delivery of the properly executed instruments of assignment
(attached hereto), for all Interests delivered until May 5, 1997.
In making this arrangement, Leas and Wellington Investment
Services Corp. agree to comply with all federal and state
securities laws. We will advise you by 9:00 a.m. on each Friday
between the date hereof and May 5, 1997 of the number of
Interests available for your purchase.
2. Wellington Investment Services Corp. agrees to offer
the Interests as a broker-dealer in the ordinary course and
represents and covenants that it will only acquire the right to
offer the Interests in a series of isolated transactions and by
means that do not constitute "general solicitation" or a "tender
offer," as the terms are understood under Section 14 of the
Securities Exchange Act of 1934, as amended, or comparable laws
of any state in which such transactions of the offer thereof
occurs.
3. For the mutual promises herein and for good and
valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, I and Wellington Management Corporation
hereby agree that for a period of ten years from the date hereof,
neither we nor any Affiliate (as that term is defined in Rule 405
under the Securities Act of 1933, as amended) of ours (regardless
of whether such person or entity is an Affiliate on the date
hereof) will (a) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any voting
securities (including partnership interests) or direct or
indirect rights or options to acquire any securities of any
Decade sponsored entity or an Affiliate of either Decade
Companies or you, even if formed hereafter (collectively
hereafter "Decade Entity"), (b) make, or in any way participate,
directly or indirectly, in any "solicitation" of "proxies" to
vote (as such terms are used in the proxy rules of the Securities
and Exchange Commission), or seek to advise or influence any
person or entity with respect to the voting of any voting
securities of any Decade Entity, (c) form, join or in any way
participate in a "group" within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), with respect to any voting securities of any Decade
Entity, or (d) otherwise act, alone or in concert with others, to
seek to control or influence the management, the general partner
or policies of any Decade Entity. We acknowledge that you would
not have an adequate remedy at law for money damages in the event
that this covenant were not performed in accordance with its
terms and, therefore, agree that you shall be entitled, at your
sole choice, to specific performance or injunction or any or all
other equitable remedies in addition to any other remedy to which
you may be entitled, at law or in equity. You and any Decade
Entity agree that for a period of ten years from the date hereof
you or any Decade Entity will not (a) acquire, offer to acquire,
or agree to acquire, directly or indirectly, by purchase or
otherwise, any voting securities (including partnership
interests) or direct or indirect rights or options to acquire any
securities of any Wellington sponsored entity or Affiliate of
ours ("Wellington Entity"); (b) make, or in any way participate,
directly or indirectly, in any solicitation of proxies (as
earlier defined) or seek to advise or influence any person or
entity with respect to the voting of any securities of a
Wellington Entity; (c) form, join, or in any way participate in a
"group" within the meaning of Section 13(d)(3) of the Exchange
Act with respect to any voting securities of any Wellington
Entity; or (d) otherwise act, alone or in concert with others, to
seek to control or influence the management, the general partner,
board or policies of any Wellington Entity. You acknowledge that
we would not have adequate remedy at law for money damages in the
event this covenant were not performed in accordance with its
terms and, therefore, agree that we shall be entitled at our sole
choice to specific performance or injunction, or any or all other
equitable remedies in addition to any other remedy to which we
may be entitled at law or in equity.
4. We and you will each dismiss with prejudice the
lawsuits listed in Schedule I hereto and direct our respective
attorneys to file the attached stipulated motion and order for
dismissal, and we and you hereby release and discharge each other
(and each other's present and former directors, officers,
employees, partners, predecessors, successors, assigns,
subsidiaries and affiliates) from all manner of claims, actions,
causes of action or suits, in law, or equity, which each of us
now has or hereafter can, shall, or may have by reason of any
matter, cause or thing whatsoever from the beginning of the world
to the date of this Agreement, including without limitation any
claims arising out of, in connection with, or in any way related
to, purchases or sales of, or attempts to purchase or sell, by
anyone, securities of DCIP or any Decade Entity, excepting only
any action, cause of action or suit arising by virtue of this
Agreement.
5. We hereby represent that we are terminating our DCIP
proxy contest and will properly comply with all laws in
completing the proxy contest.
6. We hereby represent and warrant that:
(a) We are duly authorized to offer the Interests held
by Wellington Clients;
(b) The Interests offered hereby represent all of the
Interests held by Leas, Joe Griese, Bill Best, Mike Voss, or
an Affiliate of Leas;
(c) This offer is by means that do not give rise to a
tender offer; and
(d) We will not disparage you or a Decade Entity in
connection with the offer herein or otherwise.
7. You hereby represent and warrant that you will not
disparage Leas or a Wellington Entity in connection with the
offer or otherwise.
8. We indemnify you for any damages (including reasonable
attorneys fees and costs, claims, obligations, costs of defense,
actual punitive or consequential, foreseen or unforeseen, known
or unknown, damages, awards or judgments of any kind or nature)
you or any Decade Entity shall incur under the securities laws in
acquiring or offering the Interests from Wellington Clients
arising from a violation of federal or state securities laws by
Leas or Wellington Investment Services Corp. or from our offer
being considered a tender offer.
9. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin.
10. We shall not send any letters concerning this offer to
any DCIP limited partner unless reviewed and approved by our
counsel, Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C.
and in such case only to a Wellington Client.
Very truly yours,
WELLINGTON MANAGEMENT
CORPORATION and WELLINGTON
ENTITIES
By: /s/Arnold K. Leas
President
ARNOLD K. LEAS
By: /s/Arnold K. Leas
Arnold K. Leas
WELLINGTON INVESTMENT SERVICES
CORP.
By: /s/Arnold K. Leas
Arnold K. Leas
WMC REALTY INC.
By: /s/Arnold K. Leas
Arnold K. Leas
Accepted and Agreed:
Jeffrey Keierleber
By: /s/Jeffrey Keierleber
Individually and on behalf
of Decade Entities
/s/Jeffrey Keierleber
Decade Companies Income Properties
By: Jeffrey Keierleber
/s/Jeffrey Keierleber
Decade Companies
By: Jeffrey Keierleber, General
Partner