LETTER OF ACCEPTANCE
To Tender Limited Partnership Interests
of
DECADE COMPANIES INCOME PROPERTIES--A LIMITED PARTNERSHIP
Pursuant to the Offer to Purchase
Dated October 24, 1996
THIS OFFER, THE PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, MILWAUKEE TIME, ON NOVEMBER 22, 1996, UNLESS
EXTENDED.
To: Decade Companies Income Properties--A Limited Partnership
250 Patrick Boulevard
Suite 140
Brookfield, Wisconsin 53045-5864
(This Letter of Acceptance may be delivered to Decade Companies
Income Properties--A Limited Partnership, by mail or by hand
delivery at the above address, or by facsimile transmission to it
at (414) 792-0808. The Letter of Acceptance will be deemed to be
received at the time of actual receipt at the offices of Decade
Companies Income Properties--A Limited Partnership.)
Ladies and Gentlemen:
The undersigned
is the Limited Partner of record and the owner of limited
partnership interest (the "Interests") of Decade Companies Income
Properties--A Limited Partnership (the "Partnership"). The
undersigned hereby tenders to the Partnership (as set forth on
page 3 of this Letter of Acceptance) in accordance with the terms
and conditions of the Partnership's Offer to Purchase, dated
October 24, 1996, (including the annexes thereto and this letter
of acceptance) (collectively the "Offer"), receipt of which is
hereby acknowledged.
Subject to, and effective upon, acceptance for payment of the
Interests tendered herewith, the undersigned hereby sells,
assigns and transfers to the Partnership all right, title and
interest in and to all of the Interests that are tendered hereby,
and the Partnership may redeem and cancel said Interests. After
acceptance for payment of the Interests by the Partnership, the
undersigned will have no right, title or interest in or with
respect to the Interests tendered, other than the right to
receive in cash the purchase price provided in the Offer of $402
per Interest, with such amount to be prorated in respect of
fractional Limited Partnership Interests ("Fractional
Interests"). The undersigned understands and acknowledges that
the Partnership may prorate the amount of Interests accepted for
purchase, as set forth in the Offer to Purchase, dated October
16, 1996.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the tendered Interests and that, when the same are
accepted for payment, the Partnership will acquire good,
marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claim. The undersigned understands
that the Partnership will cancel said Interests. The undersigned
will, upon request, execute any additional documents deemed by
the Partnership to be necessary or desirable to complete the
sale, assignment and transfer of the tendered Interests.
All authority conferred or agreed to be conferred in this Letter
of Acceptance shall not be affected by, and shall survive, the
death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators and legal
representatives of the undersigned. Except as stated in the
Offer, this tender is irrevocable.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the purchase price in
the name(s) of the registered holder(s) and at the address stated
above. In the event that Special Payment Instructions are
completed, please issue the check for the purchase price in the
name of, and deliver said check to the person or persons at the
address so indicated.
If you are going to tender your Interests, please sign exactly as
your name(s) appear on page 1, above. See Instruction 4 before
signing. If you own any Fractional Interests and decide to
tender any Interests, such amount must be tendered so that the
Limited Partner is left owning no Fractional Interests and at
least three (3) Interests.
Owned Tendered
Decade Companies Income Properties--
A Limited Partnership ___________ _______________
The payment date or dates will be determined at the sole
discretion of the General Partner, but is expected to be 30 days
after the Expiration Date of the Offer.
__________________________ __________ ____________________
(Limited Partner) (Date) Social Security # or
Employer
Identification #
__________________________ __________ ____________________
(Limited Partner) (Date) Social Security # or
Employer
Identification #
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1 and 5)
To be completed only if payment
for Interests accepted for
purchase by the Partnership is to
be made to a person other than
the Limited Partner(s) and at the
address set forth at the
beginning of this Letter.
Name and/or address of payee
other than registered owner at
registered address:
____________________________________________________________
Name (please print)
____________________________________________________________
Address
____________________________________________________________
(Include Zip Code)
____________________________________________________________
(Tax ID or SS Number)
Signature guarantee, if required.
See Instruction 1.
____________________________________________________________
(Name of Institution)
____________________________________________________________
(Signature of Officer and Title)
____________________________________________________________
(Date)
INSTRUCTIONS
The Following Instructions Are Part of the Terms
and Conditions of the Offer
1. Guarantee of Signature. No signature guarantee on this
Letter of Acceptance is required unless payment is requested
to be made to a person or persons or at an address different
from that shown on the Letter of Acceptance. If payment is
requested to be made to any other person or at any other
address, all signatures on this Letter of Acceptance must be
guaranteed by a federal or state chartered bank or savings
and loan institution or by a broker-dealer that is a member
of the New York Stock Exchange, Inc.
2. Delivery of Letter of Acceptance. This Letter of Acceptance
must be delivered to the Partnership at the address and by
any of the means specified in the Letter of Acceptance, and
must be received by the Partnership prior to the Expiration
Date as defined in the Offer. The method of delivery to the
Partnership is at the election and risk of the Limited
Partner. However, if delivery is by mail, the Partnership
recommends registered mail with return receipt requested.
3. Form of Tender. No alternative, conditional or contingent
tenders will be accepted. If a Limited Partner tenders less
than all of his Interests, only whole Interests may be
retained by such Limited Partner and a minimum of three (3)
Interests must be retained. Fractional Interests will be
purchased only to the extent that the tendering Limited
Partner tenders either all of his Interests or after such
redemption he or she owns a minimum of three (3) Interests
and no other Fractional Interests. All tendering Limited
Partners, by execution of this Letter of Acceptance (or a
facsimile thereof), waive any right to receive any notice of
the acceptance of their Interests as a condition thereto and
understand the Partnership may prorate its purchases.
4. Signatures on Letter of Acceptance. If this Letter of
Acceptance is signed by the registered holder of the
Interests tendered hereby, the signature must correspond
with the name as shown at the beginning of the Letter of
Acceptance. If any of the Interests tendered hereby are
owned of record by two or more joint owners, all such owners
must sign this Letter of Acceptance. At the General
Partner's sole discretion, the Partnership may accept the
signature of one joint owner, provided that by executing
this document such Limited Partner hereby agrees to
indemnify the Partnership from claims made by the other
joint owners concerning the Interests.
If any tendered Interests are registered in different names,
it will be necessary to complete, sign and submit as many
separate Letters of Acceptance as there are different
registrations. For example, two Letters of Acceptance would
be required for Interests owned individually by Mr. X, and
by Mr. and Mrs. X as joint tenants.
If this Letter of Acceptance is signed by trustees,
executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate
when signing, and proper evidence satisfactory to the
Partnership of their authority so to act must be submitted.
5. Special Payment Instructions. If a check is to be issued in
the name of or at an address different than that shown at
the beginning of the Letter of Acceptance, such instructions
must be noted on the Letter of Acceptance and the signature
of the tendering Limited Partner(s) must be guaranteed as
provided in Instruction 1, above.
6. Waiver of Conditions. The Partnership reserves the absolute
right to waive any of the specified conditions of the Offer
in the case of Interests tendered.
7. Form W-9 Obligation. To prevent back-up federal income tax
withholding equal to 31% of the payments made pursuant to
the Offer, each Limited Partner, who is not exempt (e.g. a
corporation), must provide a correct taxpayer identification
number. A substitute Form W-9 is attached and should be
completed by those Limited Partners who have not forwarded a
taxpayer identification number. If a Limited Partner has
already forwarded a Form W-9 (or substitute), you do not
need to send another Form W-9 to the Partnership.
8. Requests for Assistance. Questions and requests for
assistance should be directed to the Partnership Manager,
Mr. Michael G. Sweet, 250 Patrick Boulevard, Suite 140,
Brookfield, Wisconsin 53045-5864 (phone: 414-792-9200)
(facsimile 414-792-0808).
Substitute Form W-9
REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER AND CERTIFICATION
Name (If joint names, list first and circle the name of the
person or entity whose number you enter in Part I below):
_____________________________________________
Business name
_____________________________________________
Please check appropriate box:
_____ Individual/Sole Proprietor _____ Corporation
_____ Partnership _____ Other ______________
Address (number, street, and apt. or suite no.)
_____________________________________________
City, State, and Zip Code
_____________________________________________
Requester's Name and Address:
Decade Companies Income Properties--A Limited Partnership
250 Patrick Blvd., Suite 140
Brookfield, WI 53045-5864
PART I - Taxpayer IDENTIFICATION NUMBER (TIN)
Enter your TIN in the appropriate box. For individuals, this is
your social security number (SSN):______-______-________. OR
For other entities, it is your employer identification number
(EIN):______-______-________.
PART II - For Payees Exempt From Backup Withholding
Individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.
For a complete list of exempt payees, see the separate IRS
Instructions for the Requester of Form W-9.
If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup
withholding. Enter your correct TIN in Part I, write "Exempt" in
Part II, and sign and date this form. If you are a nonresident
alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign
Status.
PART III - Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be
issued to me), and
2. I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service that I am subject
to backup 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 withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item 2 above if
you have been notified by the IRS that you are currently subject
to backup withholding because of under reporting interest or
dividends on your tax return. For real estate transactions, item
2 does not apply. For mortgage interest paid, the acquisition or
abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and
generally payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your
correct TIN.
Sign Here
Signature:______________________________ Date:___________________