Exhibit (a)(1)-6
Agreement of Confidentiality
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Smithtown Bay, LLC ("Smithtown"), acknowledges and agrees as follows:
(i) Smithtown, as a limited partner of ML Media Partners, L.P. (the
"Partnership"), has requested a list of the names and addresses and
numbers of units of limited partnership interest in the Partnership.
(ii) Smithtown hereby represents, for the benefit of the Partnership and Media
Management Partners (the "General Partner"), and each of their respective
partners, that Smithtown and any person or entity controlled or managed or
advised by, or under common control with, the undersigned (the
"Affiliates"), will comply with all federal and state securities laws and
the rules and regulations promulgated thereunder, including, without
limitation, Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended and the provisions of the Partnership's Second Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement")
(as the same may be amended or supplemented from time to time).
(iii) Smithtown hereby agrees on behalf of itself, and its Affiliates that any
solicitation letter shall indicate the maximum number of limited
partnership units that such person making the request shall accept and the
time period during which offers to sell limited partnership interests
shall be accepted by Smithtown.
(iv) Smithtown hereby acknowledges that: (i) the information being provided by
ML Leasing Management, Inc. ("ML Leasing") pursuant to this Agreement
constitutes confidential and proprietary information of the Partnership;
and (ii) the list of limited partners obtained by it pursuant to this
Agreement shall be used solely for the purpose of contacting limited
partners of the Partnership to inquire as to whether they wish to sell
their units to Smithtown or its affiliates and for no other purpose.
Smithtown hereby represents on behalf of itself and its Affiliates and its
respective officers, directors, principals, agents and affiliates, that
they will make all reasonable efforts to safeguard such list from
disclosure to third parties, and will not furnish the list or the
information contained therein to any other person or entity. This
agreement, including this paragraph relating to confidentiality and the
uses to which the list may be put, shall be binding upon Smithtown and its
respective officers, directors, principals, agents and Affiliates.
(v) Smithtown, on behalf of itself, and its Affiliates, agrees that any
communication with any limited partner identified on the list being
provided pursuant to this Agreement shall expressly state that "neither
Xxxxxxx Xxxxx & Co., Inc., the General Partner, ML Leasing Management,
Inc. or the Partnership nor their respective affiliates or subsidiaries
are parties to this offer." Smithtown shall provide, at least ten (10)
business days prior to mailing, unless a lesser time period is provided by
law, to ML Leasing Management, Inc., 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx
Xxxx, XX 00000, Attention: Xxxxxx Xxxxxxx (Facsimile (201-557-2195) a
copy of any correspondence in final form that Smithtown, or its
Affiliates, intends to send to the limited partners of the Partnership.
(vi) In the event the Partnership files a report or reports on Form 8-K ("8-K")
with the Securities and Exchange Commission subsequent to the Partnership's
last quarterly report on Form 10-Q or annual report on Form l0-K as the
case may be, but prior to any solicitation by Smithtown and Affiliates of
the Partnership's limited partners for the purchase of their units,
Smithtown and Affiliates hereby agree to include in any solicitation
materials provided by Smithtown and Affiliates to the limited partners
identified on the list being provided pursuant to this agreement, a summary
of the information contained in any and all such 8-Ks. Smithtown and
Affiliates hereby acknowledge that (i) in order to preserve the
Partnership's tax status, the Partnership's General Partner has determined
not to process for transfer or recognize transfers (other than certain
transfers that may be designated as excluded transfers) of more than 4.8%
(or approximately 9,024 Units) of all issued and outstanding Units during a
Partnership tax year, and (ii) as of October 2, 2003, the aggregate
percentage of transfers of Units of the Partnership during the
Partnership's 2003 tax year is 4.16%.
(vii) Smithtown and Affiliates have been advised that transfers of limited
partnership interests in the Partnership are subject to the provisions of
the Partnership Agreement, including any numerical or other limitations on
the transfer of units which the Partnership may impose in 2003 and/or
subsequent years, and any other restriction set forth in the Partnership
Agreement and that documentation for the transfer of units of limited
partnership interest must comply with the provisions of the Partnership
Agreement.
Signed: Smithtown Bay, LLC
By: /s/ Xxxx Xxxxxx
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Print Name
Title: Authorized Signer
Date: October 7, 2003
