EXHIBIT 99.(a)(2)
AGREEMENT OF ASSIGNMENT AND TRANSFER
FOR LIMITED PARTNERSHIP INTERESTS IN
ML MEDIA PARTNERS, L.P.
1. OFFER OF UNITS; AGREEMENT TO TRANSFER
I, the undersigned, hereby offer (the "Offer") to sell to MLMP Acquisition
Partners, LLC, or its assignee or assignees (such purchasing entity is
hereafter referred to as "Madison"), limited partnership interests
(including any certificates or depositary receipts evidencing such
interests) (the "Units") in ML Media Partners, L.P. (the "Partnership"),
for $601.00 per Unit, in cash (reduced by the amount of any cash
distributions made or declared by the Partnership on or after October 30,
2003 (to the extent Madison does not receive such distributions with
respect to any Units transferred hereby)), plus any interest payable by
Madison as provided in Madison's offer to purchase Units, dated October 30,
2003 (as amended or supplemented, the "Offer to Purchase").
Subject to, and effective upon, acceptance of my Offer by Madison and
payment for the Units offered hereby in accordance with the terms and
subject to the conditions of this Agreement of Assignment and Transfer, I
hereby sell, assign, transfer, convey and deliver ("Transfer") to Madison,
all of my right, title and interest in and to the Units and any and all
cash or non-cash distributions, other Units, or other securities issued or
issuable in respect thereof on or after October 30, 2003, including,
without limitation, all rights in, and claims to, any Partnership profits
and losses, cash distributions, voting rights and other benefits of any
nature whatsoever distributable or allocable to the Units under the
Partnership's limited partnership agreement (the "Partnership Agreement"),
(i) unconditionally to the extent that the rights appurtenant to the Units
may be transferred and conveyed without the consent of the general
partner(s) of the Partnership (the "General Partner"), and (ii) in the
event that Madison elects to become a substituted limited partner of the
Partnership, subject to the consent of the General Partner to the extent
such consent may be required in order for Madison to become a substituted
limited partner of the Partnership.
It is my intention that Madison, if it so elects, succeed my interest as a
substituted limited partner, as described in the Partnership Agreement,
with respect to the transferred Units. It is my understanding, and I hereby
acknowledge and agree, that Madison shall be entitled to receive (i) all
distributions of cash or other property from the Partnership attributable
to the transferred Units that are made on or after October 30, 2003,
including, without limitation, all distributions of cash from operations
and capital proceeds, without regard to whether the applicable sale,
financing, refinancing or other disposition took place before or after the
transfer and (ii) all proceeds that are paid on or after October 30, 2003
from or as a result of any claim, litigation, class or derivative action
brought by or for the benefit of the limited partners with respect to the
transferred Units, regardless of when the claims brought pursuant to such
action accrued. It is my further understanding, and I further acknowledge
and agree, that, subject to Madison's acceptance of the Offer, the taxable
income and taxable loss attributable to the transferred Units with respect
to the taxable period in which the transfer occurs shall be divided among
and allocated between me and Madison as provided in the Partnership
Agreement, or in accordance with such other lawful allocation methodology
as may be agreed upon by the Partnership and Madison.
2. POWER OF ATTORNEY
Effective upon Madison's acceptance of the Offer, I hereby irrevocably
constitute and appoint Madison and its designees as my true and lawful
agent and attorney-in-fact with respect to the Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (i) vote or act in such a manner as any
such attorney-in-fact shall, in its sole discretion, deem proper with
respect to the Units; (ii) deliver the Units and transfer to Madison
ownership of the Units on the Partnership's books maintained by the General
Partner; (iii) endorse, on my behalf, any payments received by Madison from
the Partnership that are made on or after October 30, 2003 which are made
payable to me, in favor of Madison or any other payee Madison otherwise
designates; (iv) execute a Loss and Indemnity Agreement relating to the
Units on my behalf if I fail to include my original certificate(s) (if any)
representing the Units with this agreement; (v) execute on my behalf any
applications for transfer required by the National Association of
Securities Dealers Notice to Members 96-14 and any distribution allocation
agreements required to give effect to the transactions contemplated by this
agreement; (vi) receive all benefits and cash distributions and otherwise
exercise all rights of beneficial ownership of the Units; and (vii) direct
the General Partner to immediately change the address of record of the
registered owner of the transferred Units to that of Madison, as my
attorney-in-fact. Madison shall not be required to post bond of any nature
in connection with this power of attorney. I hereby direct the Partnership
and General Partner to remit to Madison distributions made by the
Partnership with respect to the Units on or after October 30, 2003. To the
extent that any distributions are made by the Partnership with respect to
the Units on or after October 30, 2003 and are received by me, I agree to
promptly pay over such distributions to Madison. I further agree to pay any
costs incurred by Madison in connection with the enforcement of any of my
obligations hereunder and to indemnify and hold harmless Madison from and
against all claims, damages, losses, obligations and any responsibilities
arising, directly or indirectly, out of my breach of any agreements,
representations and warranties made by me herein. Madison will be entitled
to recover from me all costs and expenses Madison incurs, including fees
and expenses incurred in the collection process as well as reasonable
lawyers' fees and costs at trial and on appeal, in recovering any amounts
due Madison from me under this agreement. I shall keep the terms of this
agreement and all other dealings and communications between myself and
Madison and our respective representatives confidential.
3. CUSTODIAN SIGNATURE AND AUTHORIZATION REQUIRED
IF LEGAL TITLE TO THE UNITS IS HELD THROUGH AN XXX, XXXXX OR SIMILAR
ACCOUNT, I UNDERSTAND THAT THIS AGREEMENT MUST BE SIGNED BY THE CUSTODIAN
OF SUCH XXX OR XXXXX ACCOUNT. FURTHERMORE, I HEREBY AUTHORIZE AND DIRECT
THE CUSTODIAN OF SUCH XXX OR XXXXX ACCOUNT TO CONFIRM THIS AGREEMENT.
4. REPRESENTATIONS AND WARRANTIES
I hereby represent and warrant to Madison and the Partnership that (i) I
have received the Offer to Purchase, (ii) I own the Units and have full
right, power and authority to validly sell, assign, trade, transfer, convey
and deliver to Madison the Units, (iii) effective at the time the Units are
accepted for payment by and transferred to Madison, Madison will acquire
good, marketable and unencumbered title thereto, free and clear of all
options, liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale and transfer thereof,
and the Units will not be subject to any adverse claim and (iv) I am a
"United States person" as defined in Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code").
I hereby also represent, warrant and confirm that in making the Offer I
have not relied on any information or representation of Madison except for
information regarding the price at which Madison is prepared to purchase my
Units, and that Madison has not given me any investment advice nor have I
compensated Madison in any manner. I understand that the price offered
hereby may be more or less than the fair market price of the Units or than
prices recently quoted by secondary market matching services. By making the
Offer, I wish to have Madison bear all future risks and uncertainties
relating to the value of the Units. I understand that Madison reserves the
right to decline my Offer and that no contract will be deemed to have
arisen prior to Madison's written acceptance of my Offer.
5. RELEASE OF GENERAL PARTNER
I hereby release and discharge the General Partner and its officers,
shareholders, directors, employees and agents from all actions, causes of
action, claims and demands I have, or may have, against the General Partner
that result from the General Partner's reliance on the Offer or this
Agreement of Assignment and Transfer or any of the terms and conditions
contained herein. I hereby indemnify and hold harmless the Partnership from
and against all claims, demands, damages, losses, obligations and
responsibilities arising, directly or indirectly, out of a breach of any
one or more representations and warranties set forth herein.
6. OFFER IRREVOCABLE
All authority herein conferred or agreed to be conferred shall survive my
death or incapacity and all of my obligations shall be binding upon my
heirs, personal representatives, successors, and assigns. Subject to
applicable law, my Offer is firm and irrevocable and may not be withdrawn
for 90 days from the date hereof. In addition, I hereby agree not to offer
to sell or accept any offer to purchase any or all of the Units to or from
any third party prior to the date that is 90 days from the date hereof or
at any time after Madison's acceptance of my Offer, subject to applicable
law. Upon request, I will execute and deliver any additional documents
deemed by Madison and its designees to be necessary or desirable to
complete the assignment, transfer and purchase of the Units.
7. PAYMENT PROCEDURES
I hereby understand that if my Offer is accepted by Madison, (i) payment by
Madison for the Units transferred hereby and accepted by Madison will be
made by check mailed to me or my custodian, subject to the terms of this
Agreement of Assignment and Transfer and the Offer to Purchase, once the
confirmation of transfer of the Units is received by Madison from the
Partnership and the effective date of such transfer has passed, and (ii) in
certain cases, payment will be made by Madison promptly after the
Partnership has declared the last distribution payable to me. I further
understand that the effective date of transfer is established by the
Partnership and may occur several weeks after the date on which Madison
receives confirmation from the Partnership of the transfer of the Units to
Madison. I hereby agree that Madison shall have no liability for any
damages that may be incurred by me as a result of any delay in such payment
caused by the Partnership's failure to either promptly effect transfers or
declare the amount of distributions. I acknowledge that, notwithstanding
the foregoing, Madison reserves the right, in its sole discretion, to pay
for the Units transferred hereby prior to the effective date of transfer
established by the Partnership.
8. TERMINATION
I hereby understand and agree that Madison may, at its sole discretion,
terminate this Agreement of Assignment and Transfer (in whole or in part)
prior to making payment for the Units in accordance with the terms and
conditions of the Offer to Purchase. If Madison does terminate this
Agreement of Assignment and Transfer, I understand that (i) Madison shall
notify me promptly after such termination and return the Units to me or my
custodian, and (ii) Madison shall have no liability for any damages
incurred by me as a result of such termination.
9. ASSIGNMENT AND DISCLAIMER
I understand and agree that Madison may, without my consent, assign all or
some of its rights and delegate all or some of its duties arising out of
this Agreement of Assignment and Transfer to an affiliate. I hereby
disclaim any contractual or other legal relationship with Madison Liquidity
Investors, LLC, which merely acted as a provider of general information
about this offering and other offerings. I understand that the only party
acquiring my Units, and participating in this agreement, is Madison.
10. GOVERNING LAW; WAIVER OF TRIAL BY JURY
This Agreement of Assignment and Transfer shall be governed by and
construed in accordance with the laws of the state of New York. I hereby
waive any claim that any state or federal court in the state of New York is
an inconvenient forum, and waive any right to trial by jury. I hereby
submit to the jurisdiction of any court in the state of New York in any
suit or proceeding arising out of or relating to this agreement.
AS THE TRANSFEROR, YOU MUST COMPLETE ALL ITEMS IN THIS SECTION TO THE
EXTENT APPLICABLE OR NOT ALREADY COMPLETED.
I hereby make application to transfer and assign to Madison, subject
to the General Partner's rights, all rights and interests, as set forth
herein, in the Partnership and for Madison to succeed to such rights and
interests as a substituted limited partner, successor in interest and
assignee.
FULL NAME OF PARTNERSHIP: ML Media Partners, L.P. QUANTITY YOU DESIRE TO SELL:
PARTNERSHIP ID INFORMATION CERTIFICATE INFORMATION
CUSIP#: Was a certificate issued to you? Circle One: Yes No
Partnership Tax ID#: If yes, did you include the certificate: Circle One: Yes No
If not included, why not?
REGISTRATION INFORMATION
Indicate exactly as shown on Partnership records and include any custodial
information. If a Custodial Account, the address of the beneficial owner
should be your address. Partnership Interests are currently registered as
follows:
TAX IDENTIFICATION INFORMATION (COMPLETE APPLICABLE SECTIONS)
Social Security or Tax ID #:
HOME PHONE: CIRCLE ONE: U.S. Citizen Resident Alien Custodian/Trustee Tax ID #:
Non-Resident Alien
CERTIFICATIONS
1. I hereby certify and represent that I have possession of valid title and
all requisite power to assign such interests and that assignment is in
accordance with applicable laws and regulations and further certify, under
penalty of law, the following:
Reason for Transfer: Sale (for consideration)
2. I HEREBY CERTIFY, UNDER PENALTIES OF PERJURY, THAT (I) THE NUMBER SHOWN
ON THE FORM ABOVE IS MY CORRECT SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER, (II) I AM NOT SUBJECT TO BACKUP INCOME TAX
WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP INCOME TAX WITHHOLDING,
(B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (THE "IRS")
THAT I AM SUBJECT TO BACKUP INCOME TAX WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS NOTIFIED
ME THAT I AM NO LONGER SUBJECT TO BACKUP INCOME TAX WITHHOLDING, AND (III)
I AM A "UNITED STATES PERSON" AS DEFINED IN SECTION 7701(A)(30) OF THE
INTERNAL REVENUE CODE.
3. I hereby certify, under penalties of perjury, that (i) I am, if an
individual, not a nonresident alien for purposes of U.S. income taxation
and, if not an individual, not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Internal
Revenue Code and related Treasury Regulations promulgated thereunder) and
not a disregarded entity as defined in Treasury Regulations
ss.1.1445-2(b)(2)(iii), (ii) the number shown on the form above is my
correct Social Security Number or Taxpayer Identification Number or
Employer Identification Number, and (iii) my home address, if an
individual, or the office address, if not an individual, is set forth
above. I understand that this certification may be disclosed to the IRS by
Madison and that any false statements herein could be punishable by fine,
imprisonment, or both. Under penalties of perjury I declare that I have
examined this certification and to the best of my knowledge and belief it
is true, correct, and complete.
SIGNATURE CERTIFICATION/POWER OF ATTORNEY
I hereby irrevocably constitute and appoint Madison as my true and lawful
agent and attorney-in-fact with respect to the Units, with full power of
substitution. This must be signed by the registered holder(s) exactly as
the name(s) appear(s) on the Partnership records. Persons who sign as a
representative or in any fiduciary capacity must indicate their capacity
when signing and must present satisfactory evidence of their authority to
so act.
PLEASE COMPLETE ALL FIELDS. SIGN AND OBTAIN A MEDALLION SIGNATURE
GUARANTEE. MAKE A COPY FOR YOURSELF. RETURN THIS AGREEMENT OF ASSIGNMENT
AND TRANSFER AND ANY LIMITED PARTNERSHIP CERTIFICATE(S) IN THE ENCLOSED
ENVELOPE. THE METHOD OF DELIVERY OF THIS AGREEMENT OF ASSIGNMENT AND
TRANSFER AND ANY LIMITED PARTNERSHIP CERTIFICATE(S) IS AT YOUR OPTION AND
RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
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IMPORTANT: Please check the following box if you have lost or
misplaced your Limited Partnership Certificate or other confirmation
of ownership: |_|
Date: Phone #: Units: All/or Desired Number:__
E-mail Address:
(If you desire to sell less
than all of your Units, strike
"All" and indicate the number
of Units to be sold.)
TO OBTAIN A MEDALLION SIGNATURE GUARANTEE, YOU MUST SIGN THIS AGREEMENT
IN FRONT OF A BANKER OR BROKER.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.
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Your Signature: Medallion Signature Guarantee
Your Social Security #:
Co-Owner's Signature: Medallion Signature Guarantee
Co-Owner's Social Security #:
Custodian Company Name: Medallion Signature Guarantee
Custodian Signature:
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) or a corporation or another
acting in a fiduciary or representing capacity, please provide the
following information:
Name(s): _____________________ Capacity: (Full Title):__________________
AGREED TO AND ACCEPTED:
MLMP Acquisition Partners, LLC
By:___________________________ Custodian Account #:
The Purchaser is committed to protecting your privacy. Personal information
is collected from you only to execute the sale of your units. We do not
rent, lease or sell your personal information to third parties.
