AGREEMENT OF TRANSFER AND SALE
The undersigned (or the nominee of the undersigned) is an owner of the number of
beneficial assignee certificates ("BACs") evidencing the beneficial interest of
an assignee in the series 9 limited partnership interests of Boston Capital Tax
Credit Fund II Limited Partnership, a Delaware limited partnership (the
"Partnership"), set forth below on this Agreement of Transfer and Sale
("Agreement"), and agrees to sell and transfer all of the undersigned's right,
title and interest in the BACs to Valley Creek Capital, LLC, free and clear of
all liens and encumbrances of any kind, on the terms and conditions set forth in
Valley Creek Capital, LLC's Offer to Purchase dated April 17, 1998, and as set
forth below. Unless otherwise indicated below, the undersigned agrees to sell
all (100%) of the BACs the undersigned owns.
1. Notwithstanding any provision to the contrary, the undersigned agrees
that in the event any distribution of cash with respect to the BACs or a cash
redemption of the BACs is made or declared (collectively, a "Distribution") by
the Partnership to the undersigned on or after March 1, 1998 with respect to the
BACs being sold and transferred to it pursuant to this Agreement, that the cash
price of $2.00 per BAC to be paid to the undersigned shall be reduced by the
amount of the Distribution per BAC to the undersigned. To the extent any
Distribution is made or declared by the Partnership with respect to the BACs for
any period on or after March 1, 1998 that is received by the undersigned, the
undersigned understands that the amount of said Distribution will be deducted
from the cash price of $2.00 per BAC to be paid to the undersigned by Valley
Creek Capital, LLC, pursuant to the timing set forth in the Offer. The
undersigned also agrees that the Purchase Price will be automatically reduced by
$.12 per BAC for each month (or part of a month) between May 31, 1998 and the
date of transfer of the BACs after May 31, 1998 in recognition of the reduction
of allocable tax credits to the purchaser after May 31, 1998. To this end, the
undersigned hereby instructs the Partnership to change the address of its
account to : Valley Creek Capital, LLC, c/o Global Capital Management, 000
Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000, or such entity as
Valley Creek Capital LLC may designate in its sole discretion.
2. The undersigned (or the nominee of the undersigned) by executing this
Agreement hereby irrevocably constitutes and appoints Valley Creek Capital, LLC,
a Delaware limited liability company, and its Manager, Global Capital
Management, Inc., a Delaware corporation, as its true and lawful agent and
attorney-in-fact with respect to the BACs with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) of the undersigned to (a) execute, swear to, acknowledge, and file any
document providing for or relating to the transfer of the ownership of the BACs
on the books of the Partnership; (b) deliver the BACs and transfer ownership of
the BACs on the books of the Partnership; (c) endorse in favor of Valley Creek
Capital, LLC or any other payee Valley Creek Capital, LLC otherwise designates
on the undersigned's behalf, any and all payments payable to the undersigned and
received by Valley Creek Capital, LLC from the Partnership for any period of
time on or after March 1, 1998; and (d) execute on behalf of the undersigned any
applications for transfer and distribution allocation agreements required by the
National Association of Securities Dealers, Inc.'s Notice to Members 96-14 to
give effect to the transaction contemplated by this Agreement; (e) execute on
behalf of the undersigned any affidavit or other document necessary to indemnify
the Partnership if the certificate evidencing the ownership of the undesigned's
BACs has been lost, stolen or destroyed; and (f) receive all benefits and
distributions and cause the Partnership to amend the books and records of the
Partnership, including my record account and address, to direct Distributions to
Valley Creek Capital, LLC and otherwise exercise all rights of beneficial owner
of the BACs. Neither Valley Creek Capital, LLC, nor Global Capital Management,
Inc. shall be required to post bond of any nature in connection with this power
of attorney.
3. The undersigned hereby represents and warrants that the BACs are being
transferred and sold to Valley Creek Capital, LLC, free and clear of all liens
and encumbrances of any kind and that it has the authority to execute this
Agreement and that the Partnership may rely on this Agreement and any documents
executed by Valley Creek Capital, LLC or Global Capital Management, Inc., as the
attorney-in-fact for the undersigned, which is necessary or convenient to
carrying out all matters contemplated by this Agreement.
4. The undersigned (or the nominee of the undersigned) hereby certifies,
under penalty of perjury, that the undersigned's tax identification number or
social security number set forth below is true and correct.
5. The undersigned (or the nominee of the undersigned) hereby certifies
under penalty of perjury that it is not subject to backup withholding either
because the undersigned has not been notified by the Internal Revenue Service
(the "IRS") that the undersigned is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified the
undersigned that the undersigned is no longer subject to backup withholding.
6. The undersigned (or the nominee of the undersigned) hereby certifies,
under penalty of perjury, that the undersigned, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations). The undersigned understands that this certification may
be disclosed to the IRS by the Purchaser and that any false statements contained
herein could be punished by fine, imprisonment, or both.
7. The undersigned hereby represents and warrants that either (a) the
undersigned is not a plan subject to Title 1 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or an entity deemed to hold "plan
assets" within the meaning of 29 C.F.R. Section 0000-0-000 of any such plan; or
(b) the tender and acceptance of BACs pursuant to the Offer will not result in a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code.
8. / / Yes / / No
I have possession of the certificates evidencing ownership of the BACs and
am sending them to Valley Creek Capital, LLC with this Agreement.
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XXX/Pension/Custodial Account # or Printed Name of BAC Holder Signature of BAC Holder
Tax Identification #
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Social Security or Tax ID # Printed Name of Joint BAC Holder Signature of Joint BAC Holder, if
(or XXX/Pension/Custodian Name) any (or XXX/Pension/Custodian
Signature)
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Telephone Number Today's Date
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No. of BACs Sold and Transferred MEDALLION GUARANTEE FOR BAC HOLDER MEDALLION GUARANTEE FOR BAC
CUSTODIAN
/ / Less than 100% of BACs sold and
transferred (check box if applicable)
----------------------------------
Date MEDALLION GUARANTEE FOR HOLDER
Agreed to and Accepted
Valley Creek Capital, LLC
By: Its Manager
Global Capital Management, Inc.
By:
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INSTRUCTIONS TO COMPLETE
AGREEMENT OF TRANSFER AND SALE
PLEASE CAREFULLY PROVIDE THE FOLLOWING INFORMATION:
1. Sign and Date Agreement;
2. Have all signatures MEDALLION GUARANTEED. A medallion guarantee can be
obtained through your broker or local financial institution. You may want to
call ahead to confirm that the particular location has the medallion
guarantee. Please remember, a medallion guarantee is not a notary;
3. Provide your social security or tax identification number;
4. INDICATE THE NUMBER OF BACS YOU WANT TO SELL AND TRANSFER;
5. Date the Agreement;
6. Provide a telephone number where you can be reached; and
7. RETURN THE AGREEMENT AND YOUR BAC CERTIFICATES BY PLACING THEM IN THE
ENVELOPE PROVIDED AND SENDING THEM CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
IF YOU DO NOT HAVE POSSESSION OF YOUR BAC CERTIFICATES, PLEASE ENCLOSE A
SIGNED LETTER INDICATING YOU NO LONGER HAVE THEM.
IN ADDITION TO THE INFORMATION REQUESTED IN ITEMS 1 TO 7 ABOVE:
IF YOU OWN THE BACS JOINTLY WITH ANOTHER INDIVIDUAL:
Please have both owners sign the Agreement; both signatures must be Medallion
Guaranteed. If spouse is deceased, please enclose a certified copy of the Death
Certificate along with a Letter Testamentary or Will showing your beneficial
ownership or executor capacity.
IF YOU OWN THE BACS IN YOUR XXX:
Please provide the name of your custodian and your XXX account number. This
information will be used solely by your custodian (the financial institution
with custody of your account) to make certain that the purchase proceeds are
properly deposited in your account. If your BACs are held in an XXX account, in
addition to your signature, the custodian's signature is required on the
Agreement of Transfer and Sale. We will obtain this required signature for you.
IF THE BACS ARE OWNED IN A TRUST, PROFIT SHARING OR PENSION PLAN:
Attach the first and last pages, as well as the section of the Trust Agreement
showing that the signer has authority to sign the Agreement on behalf of the
Trust or Plan.
IF THE BACS ARE OWNED IN A CORPORATION:
Attach an original corporate resolution showing that the signer has the
authority to sign the Agreement on behalf of the corporation.
MAIL TO:
Valley Creek Capital, LLC
c/o MAVRICC Management Systems, Inc.
Xxxx Xxxxxx Xxx 0000
Xxxx, Xxxxxxxx 00000-0000
0-000-000-0000
