AGREEMENT FOR DELIVERY AND USE OF LIST OF LIMITED PARTNERS
This Agreement for Delivery and Use of List of Limited Partners
("AGREEMENT") is entered into as of October ______, 1996 by and between X.
Xxxx Price Realty Income Fund I Management Inc., a Maryland corporation (the
"General Partner") Xxx Xxxxx, an individual (the "LIMITED PARTNER") and Xxxx
Real Estate Services, a Delaware corporation ("XXXX") with respect to a list
of limited partners of X. Xxxx Price Realty Income Fund I, a No-Load Limited
Partnership, a Maryland Limited Partnership (the "PARTNERSHIP").
WHEREAS the General Partner is the general partner of the Partnership,
and the Limited Partner is a limited partner of the Partnership; and
WHEREAS the Limited Partner has requested a list ("LIST") of the names,
addresses, and number of units of limited partnership interest ("UNITS") held
by each of the limited partners in the Partnership; and
WHEREAS the Limited Partner has represented that he is requesting the
list for the purpose of making a tender offer, regardless of whether any
others make such offers, for Units in concert with Xxxx and affiliates of
Xxxx which are controlled by Xxxx ("XXXX AFFILIATES"); and
WHEREAS General Partner believes that it is necessary to establish
reasonable standards, including certain restrictions to be placed on the use
of the List by Limited Partner, Xxxx and the Xxxx Affiliates, in order to
protect the Partnership and the limited partners from harm and preclude
interference with the orderly dissolution and liquidation of the Partnership
by the General Partner as publicly disclosed by the General Partner;
THEREFORE, in consideration of the representations, promises, and
covenants of Limited Partner and Xxxx as contained herein, General Partner
hereby agrees to deliver the list to Limited Partner on magnetic floppy disk,
and Limited Partner and Xxxx jointly and severally represent, promise and
covenant on behalf of themselves and their affiliates and the Xxxx Affiliates
that they will use the List only in accordance with the following:
1. Limited Partner, Xxxx and the Xxxx Affiliates (collectively "OFFERORS")
shall utilize the list only for the purpose of making a single written
offer by Offerors, and any amendments thereto, to limited partners to
purchase Units ("TENDER OFFER"), whether such Tender Offer shall
constitute a tender offer or not, and shall solicit each limited partner
no more than once in connection with such tender offer. Offerors will
keep the List confidential and will not disclose it to anyone, including
any affiliated or unaffiliated persons or entities, other than a
professional mailing house, information agent, or deposinery in
connection with the Tender Offer. The Tender Offers will be transmitted by
Offerors within 30 days after delivery of the List to Limited Partner and
Xxxx.
2. Offerors shall simultaneously copy the General Partner by fax on any
Tender Offer and any amendment thereto.
3. After the expiration of the Tender Offer, Limited Partner shall return
the List to the General Partner and destroy it in a manner which cannot be
retrieved any and all copies thereof and works derived therefrom, whether
in written, electronic, or other form, and
deliver an affidavit to the General Partner that Offerors have complied
with the provisions of this section 3.
4. Offerors will not make and will not cause to be made more than one
unsolicited telephone call to each limited partner in connection with the
Tender Offer, provided that an additional phone call may be made in
connection with any material amendment to the Tender Offer. An unsolicited
telephone call shall be deemed made when Offerors or their agent call a
limited partner and either speak with an individual or leave a message for
the limited partner.
5. Offerors will not purchase Units which, when taken together with all
other Units beneficially owned by all Offerors, affiliates of Offerors, or
any person or entity participating in the purchasing group (collectively
the "Group") cause the members of the Group to be the beneficial owners of
46% or more of the outstanding Units.
6. Any Tender Offer shall include the following disclosure:
A. That the price being offered by Offerors for Units was determined
based on an estimate by Offerors of the current net asset value of
the Units, to which a discount was then applied by Limited Partner.
B. The existence of third-party resale services, the range of prices
paid for Units in secondary market sales for the year preceding the
transmission of the Tender Offer, and a statement as to the source of
such information.
C. The most recent estimated unit value published by the General
Partner prior to the transmission of the Tender Offer.
D. That the General Partner disclosed in its quarterly report to
limited partners for the quarter ended June 30, 1996 a plan of
disposition for the properties owned by the Partnership.
E. The identity of all persons or entities for whose benefit,
directly or indirectly, the Tender Offer is made.
7. In any vote of the limited partners subsequent to the date hereof,
Offerors will vote any and all Units owned by it, directly or indirectly,
pro rata to the vote of all other limited partners.
8. From and at all times after the date of this agreement none of the
Offerors will, either individually or in concert with others, attempt to
remove the General Partner from its position as general partner of the
Partnership, provided that a vote by one or more of Offeror in accordance
with the provisions of section 7 hereof shall not constitute a breach of
this section 8.
9. From and at all times after the date of this agreement none of the
Offerors will vote, either individually or in concert with others, to
effect a change in control of the Partnership,
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provided that a vote by one or more of Offeror in accordance with the
provisions of section 7 hereof shall not constitute a breach of this
section 9.
10. Offerors will not transfer any interest, direct or indirect, in all or
any of the Units acquired by either of them in the Tender Offer unless the
transferee or transferees agree in writing for the benefit of the
Partnership and the General Partner, in a form reasonably satisfactory to
the Partnership and the General Partner, to abide by and comply with all
of the terms, promises and covenants made by Offerors herein, provided
however that the Offerors may collectively transfer no more than 5% of the
Units and section 10 shall not apply to such transfer. For purposes of the
preceding sentence, the transfer of less than 5% of such units may be
made in one or more transactions so long as all such transfers, when added
together, do not exceed 5%.
11. In the event the transfer of Units presented for transfer within a tax
year of the Partnership could cause the Partnership to be treated as a
"publicly traded partnership" for federal tax purposes, the General
Partner will accept such transfers only after receiving an opinion of
reputable counsel satisfactory to the General Partner that the recognition
of such transfers will not cause the Partnership to be treated as a
"publicly traded partnership" under the Internal Revenue Code of 1986, as
amended.
12. This Agreement shall be governed by and construed in accordance with
Maryland law without regard to choice of law rules.
AGREED AND ACCEPTED,
X. XXXX PRICE REALTY INCOME FUND I MANAGEMENT, INC.
BY: /s/ Xxxx Xxxxx
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TITLE: VP
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DATE: 11/1/96
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XXX XXXXX
/s/
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XXXX REAL ESTATE SERVICES
BY: /s/
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TITLE: ----------------
DATE: ----------------
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