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 III 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 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
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 offer, for Units exclusively 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 person or entities, other than a professional
mailing house, information agent, or depository in connection with the
Tender Offer. The Tender Offer 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 words 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 activities, 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 discloseed 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 subsequently 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 Offerors 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,
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provided that a vote by one or more of Offerors 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 as 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
Delaware law without regard to choice of law rules.
Agreed and accepted.
X. XXXX PRICE REALTY INCOME FUND III MANAGEMENT, INC.
BY: /s/ Xxxx Xxxxx
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TITLE: V.P.
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DATE: 11/1/96
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XXX XXXXX
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XXXX REAL ESTATE SERVICES
BY:
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TITLE:
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DATE:
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