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 IV Management, Inc., a
Maryland corporation (the General Partner ) Xxx Xxxxx, an
individual ( Xxxxx ) and Xxxx Real Estate Services, a Delaware
corporation ( Xxxx ) with respect to a list of limited partners
of X. Xxxx Price Realty Income Fund IV, America s Sales-
Commission-Free Real Estate Limited Partnership, a Delaware
Limited Partnership (the Partnership ).
WHEREAS the General Partner is the general partner of
the Partnership, and Xxxxx, pursuant to an Assignment and Sale
Agreement dated November __, 1996 between Xxxxx and Xxxxxxx X.
Xxxxxx, a limited partner of the Partnership ( Braver ), succeeds
to Braver s interest in the Partnership;
WHEREAS Paragraph 12.1 of the Partnership Agreement
provides that the effective date of the assignment on which
Xxxxx shall be deemed an Assignee of Record shall be the first
day of the first full calendar quarter following the later of (a)
the date set forth on the written instrument of assignment or (b)
the date on which the Partnership has actual notice of the
assignment of Units (as herein after defined);
WHEREAS Paragraph 13 of the Partnership Agreement
provides that Partnership Agreement will be amended to reflect
the admission of a substitute limited partner upon satisfaction
of the provisions of Paragraph 12 of the Partnership Agreement
and shall be done at least once in each calendar quarter;
WHEREAS in accordance with the provisions of Paragraphs
12 and 13 of the Partnership Agreement Xxxxx will become a
substitute limited partner as of January 1, 1997;
WHEREAS to reflect the intent of the Assignment and
Sale so that Xxxxx immediately succeeds to the interest of Braver
in the Partnership and 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, Xxxxx and
Braver have entered into an Agreement and Waiver Relating to
Assignment and Sale as of November __, 1996 (the Waiver )
whereby Braver irrevocably waives any and all rights under
Section 17-305 of the Delaware Revised Uniform Limited
Partnership Act and Paragraph Section 14 of the Partnership
Agreement and Braver has granted to Xxxxx an irrevocable proxy
pursuant to Paragraph 16 of the Partnership Agreement (the
Proxy ) to vote, or to execute and deliver written consents or
otherwise act with respect to all Units owned by Braver until
Xxxxx is admitted to the Partnership as a substitute Limited
Partner;
WHEREAS Xxxxx 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 Xxxxx 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 Xxxxx, 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;
WHEREAS the General Partner believes that this
Agreement, in conjunction with the Waiver and the Proxy, meets
the goals of such standards;
THEREFORE, in consideration of the representations,
promises, and covenants of Xxxxx and Xxxx as contained herein,
General Partner hereby agrees to deliver the list to Xxxxx on
magnetic floppy disk, and Xxxxx 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. Xxxxx, 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 depository in connection with the
Tender Offer. The Tender Offers will be transmitted by
Offerors within 30 days after delivery of the List to
Xxxxx 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, Xxxxx
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
15
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 act, either
individually or in concert with others, to effect a
change in control 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 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 from Offeror 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 Delaware law without regard to
choice of law rules.
Agreed and accepted,
X. XXXX PRICE REALTY INCOME FUND IV MANAGEMENT, INC..
BY:
TITLE:
DATE:
XXX XXXXX
XXXX REAL ESTATE SERVICES
BY:
TITLE:
DATE:
