512-869*1
AGREEMENT of ASSIGNMENT and TRANSFER
For Limited Partnership Interests in
ML Media Partners, L.P.
[Name of Owner of Units]
TAID# [Number]
[Address]
ML Media Partners, L.P.
[Address]
UNITS OWNED: [Number]
[Town], [State] [Zip Code]
Please make any corrections to
name/mailing address in space to the
left.
I hereby tender to Madison Liquidity
Investors 104, LLC, a Delaware limited
liability
company ("Madison"), the above-described
limited partnership interests (the
"Units") in ML
Media Partners, L.P., a Delaware limited
partnership (the "Partnership"), for
$750.00 per
Unit in cash (reduced by the amount of
(i) any transfer fee payable to the
Partnership in
respect of the Units tendered hereby and
(ii) any cash distributions made to me by
the
Partnership on or after November 23,
1998) in accordance with the terms and
subject to the
conditions of Madison's Offer to Purchase
as Exhibit (a)(1) to Schedule 14D-1 dated
November 23, 1998 (the "Offer to
Purchase") and this Agreement of
Assignment and
Transfer (which, together with the Offer
to Purchase and any supplements or
amendments,
constitutes the "Offer"). I acknowledge
that I have received the Offer to
Purchase. The
Offer will remain open until December 22,
1998, subject to extension at the
discretion of
Madison. It is understood that payment
for the Units tendered hereby will be
made by check
mailed to me at the address above
promptly after the date of the
Partnership's confirmation
that the transfer of the Units to Madison
is effective, subject to Section 4
(Proration) and
Section 5 (Withdrawal Rights) of the
Offer to Purchase. The Offer is subject
to Section 14
(Conditions of the Offer) of the Offer to
Purchase.
Subject to, and effective upon,
acceptance of this Agreement of
Assignment and Transfer
and payment for the Units tendered hereby
in accordance with the terms and subject
to the
conditions of the Offer, I hereby sell,
assign, transfer, convey and deliver (the
"Transfer")
to Madison, all of my right, title and
interest in and to the Units tendered
hereby and
accepted for payment pursuant to the
Offer and any and all non-cash
distributions, other
Units or other securities issued or
issuable in respect thereof on or after
November 23, 1998,
including, without limitation, to the
extent that they exist, 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 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 to my interest as a
Substitute Limited
Partner, as defined in the Partnership
Agreement, in my place with respect to
the transferred
Units. It is my understanding, and I
hereby acknowledge and agree, that
Madison shall be
entitled to receive all distributions of
cash or other property from the
Partnership attributable
to the transferred Units that are made on
or after November 23, 1998, including,
without
limitation, all distributions of
Distributable Cash Flow and Net Cash
Proceeds, without
regard to whether the cash or other
property that is included in any such
distribution was
received by the Partnership before or
after the Transfer and without regard to
whether the
applicable sale, financing, refinancing
or other disposition took place before or
after the
Transfer. It is my further
understanding, and I further acknowledge
and agree, that 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. I
represent and warrant that I have the
full right, power and authority to
transfer the subject
Units and to execute this Agreement of
Assignment and Transfer and all other
documents
executed in connection herewith without
the joinder of any other person or party,
and if I
am executing this Agreement of Assignment
and Transfer or any other document in
connection herewith on behalf of a
business or other entity other than an
individual person,
I have the right, power and authority to
execute such documents on behalf of such
entity
without the joinder of any other person
or party.
Subject to Section 5 (Withdrawal Rights)
of the Offer to Purchase, 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 (such power of attorney
being deemed to be an
irrevocable power coupled with an
interest), to (i) vote or act in such
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 ownership of the
Units on the Partnership's books
maintained by the
General Partner; (iii) endorse, on my
behalf, any and all payments received by
Madison
from the Partnership that are made on or
after November 23, 1998, 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 and
any distribution allocation agreements
required by
National Association of Securities
Dealers Notice to Members 96-14 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 is further
authorized,
as part of its powers as my attorney-in-
fact with respect to the Units, to
commence any
litigation that Madison, in its sole
discretion, deems necessary to enforce
any exercise of
Madison's powers as my attorney-in-fact
as set forth herein. Madison shall not
be required
to post bond of any nature in connection
with this power of attorney. I hereby
direct the
Partnership and the General Partner to
remit to Madison any distributions made
by the
Partnership with respect to the Units on
or after November 23, 1998. To the
extent that any
distributions are made by the Partnership
with respect to the Units on or after
November 23,
1998, that 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 or my
breach of any of the agreements,
representations
and warranties made by me herein.
I hereby direct the General Partner to
immediately change my address of record
as the
registered owner of the Units to be
transferred herein to that of Madison,
conditional solely
upon Madison's execution of this
Agreement.
If legal title to the Units is held
through an IRA or KEOGH or similar
account, I
understand that this Agreement must be
signed by the custodian of such IRA or
KEOGH account. Furthermore, I hereby
authorize and direct the custodian of
such
IRA or KEOGH to confirm this Agreement.
I hereby represent and warrant to Madison
that I (i) have received and reviewed the
Offer
to Purchase and (ii) own the Units and
have full power and authority to validly
sell, assign,
transfer, convey and deliver to Madison
the Units, and that effective when the
Units are
accepted for payment by Madison, I hereby
convey to Madison, and Madison will
hereby
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 or transfer thereof,
and the Units will not be subject to any
adverse claim.
I further represent and warrant that I
am a "United States person," as defined
in Section
7701(a)(30) of the Internal Revenue Code
of 1986, as amended.
I hereby release and discharge the
General Partner and its officers,
shareholders, directors,
employees and agents from all actions,
causes of action, claims or demands I
have, or may
have, against the General Partner that
result from the General Partner's
reliance on 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.
All authority herein conferred or agreed
to be conferred shall survive my death or
incapacity
and all of my obligations shall be
binding upon the heirs, personal
representatives,
successors and assigns of the
undersigned. In addition, I hereby agree
not to offer, sell or
accept any offer to purchase any or all
of the Units to or from any third party
while the Offer
remains open. Upon request, I will
execute and deliver any additional
documents deemed
by Madison to be necessary or desirable
to complete the assignment, transfer and
purchase
of the Units.
I hereby certify, under penalties of
perjury, that the statements in Box A,
Box C, Box
D and, if applicable, Box E below are
true and correct.
This Agreement shall be governed by and
construed in accordance with the laws of
the State
of Delaware. I waive any claim that any
State or Federal court located in the
State of
Delaware is an inconvenient forum, and
waive any right to trial by jury.
PLEASE COMPLETE ALL SHADED AREAS
SIGN HERE TO TENDER YOUR UNITS
BOX A
(See Instructions to Complete Agreement
of Assignment and Transfer - Box A)
All
Date:__________________________, 1998
___________________________________
_____________
(If you desire to sell less than all of
your Units, strike "All"
and indicate the number of Units to be
sold)
___________________________________
_____________________________________
___________________________________
____________________
Your Social Security or
Your Telephone Number
Signature of Co-Seller and
Medallion Signature
Taxpayer Identification Number
Guarantee (If applicable)
_________________________________________
________________________________________
Your Signature and Medallion Signature
Guarantee
_________________________________________
________________________________________
Custodian Signature and Medallion
Signature Guarantee (Required if Units
held in
IRA/KEOGH)
Please note: A Medallion Signature
Guarantee is similar to a notary, but is
provided by your bank
or brokerage house where you have an
account.
BOX B
MEDALLION SIGNATURE GUARANTEE
(Required for all Sellers) (See
Instructions to Complete Agreement of
Assignment and
Transfer - Box B)
Name and Address of Bank or Brokerage
House:
Authorized Signature of Bank or Brokerage
House Representative:
Title:
Name:
Date:
,
199
Please note: A Medallion Signature
Guarantee is similar to a notary, but is
provided by your
bank or brokerage house where you have an
account.
BOX C
SUBSTITUTE FORM W-9
(See Instructions to Complete
Agreement of Assignment and Transfer -
Box C)
The person signing this Agreement of
Assignment and Transfer hereby certifies
the following
to the Purchaser under penalties of
perjury:
(i) The TIN set forth in the
signature box in Box A of this Agreement
of Assignment and
Transfer is the correct TIN of the
Unitholder, or if this box [ ] is
checked, the Unitholder has
applied for a TIN. If the Unitholder has
applied for a TIN, a TIN has not been
issued to the
Unitholder, and either: (a) the
Unitholder has mailed or delivered an
application to receive a TIN
to the appropriate IRS Center or Social
Security Administration Office, or (b)
the Unitholder
intends to mail or deliver an application
in the near future (it being understood
that if the
Unitholder does not provide a TIN to the
Purchaser within sixty (60) days, 31% of
all
reportable payments made to the
Unitholder thereafter will be withheld
until a TIN is
provided to the Purchaser); and
(ii) Unless this box [ ] is
checked, the Unitholder is not subject to
backup withholding
either because the Unitholder: (a) is
exempt from backup withholding, (b) has
not been notified by
the IRS that the Unitholder is subject to
backup withholding as a result of a
failure to report all
interest or dividends, or (c) has been
notified by the IRS that such Unitholder
is no longer subject
to backup withholding.
Note: Place an "X" in the box in
(ii) if you are unable to certify that
the Unitholder is not
subject to backup withholding.
BOX D
FIRPTA AFFIDAVIT
(See Instructions to Complete
Agreement of Assignment and Transfer -
Box D)
Under Section 1445(e)(5) of the
Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a
transferee must withhold tax equal to 10%
of the amount realized with respect to
certain transfers
of an interest in a partnership if 50% or
more of the value of its gross assets
consists of U.S. real
property interests and 90% or more of the
value of its gross assets consists of
U.S. real property
interests plus cash equivalents, and the
holder of the partnership interest is a
foreign person. To
inform the Purchaser that no withholding
is required with respect to the
Unitholder?s interest in the
Partnership, the person signing this
Agreement of Assignment and Transfer
hereby certifies the
following under penalties of perjury:
(i) Unless this box [ ] is
checked, the Unitholder, if an
individual, is a U.S. citizen or a
resident alien for purposes of U.S.
income taxation, and if other than an
individual, is not a foreign
corporation, foreign partnership, foreign
estate or foreign trust (as those terms
are defined in the
Internal Revenue Code and Income Tax
Regulations); (ii) the Unitholder?s U.S.
social security
number (for individuals) or employer
identification number (for non-
individuals) is correctly
printed in the signature box in Box A of
this Agreement of Assignment and
Transfer; and (iii) the
Unitholder?s home address (for
individuals) or office address (for non-
individuals), is correctly
printed (or corrected) on the top of this
Agreement of Assignment and Transfer. If
a corporation,
the jurisdiction of incorporation is
________________________.
The person signing this Agreement of
Assignment and Transfer 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.
BOX E
SUBSTITUTE FORM W-8
(See Instructions to Complete
Agreement of Assignment and Transfer -
Box E)
By checking this box [ ], the
person signing this Agreement of
Assignment and Transfer hereby
certifies under penalties of perjury that
the Unitholder is an "exempt foreign
person" for purposes
of the backup withholding rules under the
U.S. federal income tax laws, because the
Unitholder:
(i) Is a nonresident alien
individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not
been and plans not to be present in the
U.S. for a total of 183
days or more during the calendar year;
and
(iii) Neither engages, nor plans
to engage, in a U.S. trade or business
that has effectively
connected gains from transactions with a
broker.
AGREED TO AND ACCEPTED:
Madison Liquidity Investors 104, LLC
By:______________________________________
_________________
Madison Liquidity Investors 104, LLC, c/o
Gemisys Tender Services, 7103 South
Revere Parkway,
Englewood, CO 80112 Tel: 303-705-6390
Fax: 303-705-6276
