Exhibit (a)(2)
LETTER OF TRANSMITTAL
To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date. Delivery of this Letter of
Transmittal or any other required documents to an address other than as set
forth above does not constitute valid delivery. The method of delivery of all
documents is at the election and risk of the tendering BAC holder. Please use
the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is
to be completed by holders of BACs of limited partnership interest in CRI Hotel
Income Partners LP (the "Partnership"), pursuant to the procedures set forth in
the Offer to Purchase (as defined below). Capitalized terms used herein and not
defined herein have the same meanings as in the Offer to Purchase.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
Name: ________________________ AT 12:00 MIDNIGHT, PACIFIC TIME, ON OCTOBER
4, 2006 (THE "EXPIRATION DATE") UNLESS EXTENDED.
Address: _____________________ Deliver to: MacKenzie Patterson Fuller, LP
1640 School Street
City, State, ZIP: ____________ Moraga, California 94556
For Assistance: (800) 854-8357
BACs Owned: __________________ Facsimile: (925) 631-9119
E-Mail Address: offers@mpfi.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO
THE ADDRESS IN THE BOX TO THE LEFT)
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
To whom it may concern:
The undersigned hereby tenders to MPF-NY 2006, LLC; Moraga Gold, LLC; MacKenzie
Patterson Special Fund 7, LLC; MPF Senior Note Program I, LP; MPF Income Fund
21, LLC; MPF Income Fund 23, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5,
LLC; MP Income Fund 16, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II,
LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special Fund
6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; Mackenzie Patterson Special
Fund 8, LLC; MPF Acquisition Co. 3, LLC; MPF Flagship Fund 9, LLC; MPF Flagship
Fund 10, LLC; MPF Flagship Fund 11, LLC; MPF Flagship Fund 12, LLC; MPF DeWaay
Premier Fund, LLC; MPF DeWaay Premier Fund 2, LLC; and MPF DeWaay Premier Fund
3, LLC Purchaser 1; Purchaser 2; Purchaser 3(collectively the "Purchasers") all
of the BACs of limited partnership interest ("BACs") in the Partnership held by
the undersigned as set forth above (or, if less than all such BACs, the number
set forth below in the signature box), at a purchase price equal to $10 per BAC,
less the amount of any distributions made or declared with respect to the BACs
between August 30, 2006 and the Expiration Date, and upon the other terms and
subject to the conditions set forth in the Offer to Purchase, dated August 30,
2006 (the "Offer to Purchase") and in this Letter of Transmittal, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). Receipt of the Offer to Purchase is hereby acknowledged. Subject to
and effective upon acceptance for payment of any of the BACs tendered hereby,
the undersigned sells, assigns, and transfers to, Purchasers all right, title,
and interest in and to such BACs which are purchased pursuant to the Offer. The
undersigned hereby irrevocably constitutes and appoints the Purchasers as the
true and lawful agent and attorney-in-fact and proxy of the undersigned with
respect to such BACs, with full power of substitution (such power of attorney
and proxy being deemed to be an irrevocable power and proxy coupled with an
interest), to deliver such BACs and transfer ownership of such BACs, on the
books of the Partnership, together with all accompanying evidences of transfer
and authenticity, to the Purchasers and, upon acceptance of the tender of such
BACs by the Purchasers, to exercise all voting rights and to receive all
benefits and otherwise exercise all rights of beneficial ownership of such BACs
all in accordance with the terms of the Offer. Upon the purchase of any BACs
tendered hereby, the undersigned hereby requests that each of the Purchasers be
admitted to the Partnership as a "substitute Limited Partner" under the terms of
the Partnership Agreement of the Partnership. Upon the purchase of BACs pursuant
to the Offer, all prior proxies and consents given by the undersigned with
respect to such BACs will be revoked and no subsequent proxies or consents may
be given (and if given will not be deemed effective). In addition, by executing
this Letter of Transmittal, the undersigned assigns to the Purchasers all of the
undersigned's rights to receive distributions from the Partnership with respect
to BACs which are purchased pursuant to the Offer, other than distributions
declared or paid through the Expiration Date and to change the address of record
for such distributions on the books of the Partnership. Upon request, the Seller
will execute and deliver, and irrevocably directs any custodian to execute and
deliver, any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer, and purchase of such BACs.
The undersigned hereby represents and warrants that the undersigned owns the
BACs tendered hereby and has full power and authority to validly tender, sell,
assign, and transfer the BACs tendered hereby, and that when any such BACs are
purchased by the Purchasers, the Purchasers will acquire good, marketable, and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements, or other obligations relating to the
sale or transfer thereof, and such BACs will not be subject to any adverse
claim. Upon request, the undersigned will execute and deliver any additional
documents deemed by the Purchasers to be necessary or desirable to complete the
assignment, transfer, and purchase of BACs tendered hereby. The undersigned
understands that a tender of BACs to the Purchasers will constitute a binding
agreement between the undersigned and the Purchasers upon the terms and subject
to the conditions of the Offer. The undersigned recognizes the right of the
Purchasers to effect a change of distribution address to MacKenzie Patterson
Fuller, LP at 1640 School Street, Moraga, California, 94556. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchasers may not be required to accept for payment any of the BACs
tendered hereby. In such event, the undersigned understands that any Letter of
Transmittal for BACs not accepted for payment will be destroyed by the
Purchasers. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
Arbitration Agreement: The Purchasers and the undersigned agree that any
dispute, claim, or controversy arising out of a purchase of BACs shall be
resolved by submission to binding arbitration in Oakland, California before a
retired judge, and all parties agree to be subject to jurisdiction in
California. If the parties are unable to agree on an arbitrator, each party
shall name one and the two persons so-named shall select a neutral judge who
will act as the sole arbitrator (if one party fails to select an arbitrator
within 20 days of notice by the other party of its selection, the other party's
selection will be the arbitrator). The arbitrator selected must follow
applicable Federal securities laws and California law and the rules of JAMS
consistent herewith. The arbitrator must render a decision in writing,
explaining the legal and factual basis for decision as to each of the principal
controverted issues. The arbitrator's decision will be final and binding upon
the parties. A judgment upon any award may be entered in a court of competent
jurisdiction. Prevailing party shall be entitled to recover expenses including
but not limited to attorney fees, arbitrator fees, and filing fees. You are not
waiving any of your rights under the federal securities laws, rules, or
regulations.
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BOX A -- Medallion Signature Guarantee-- X________________________________
PLEASE DO NOT USE FOR ANY OTHER PURPOSE (Signature of Owner) Date
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(Required for all Sellers; See Instruction 1)
X________________________________
(Signature of Owner) Date
Taxpayer I.D. or Social #_______
Telephone No. (day)_______
(eve.)_______
_________ BACs
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Please sign exactly as your name is printed (or corrected) above, and insert
your Taxpayer Identification Number or Social Security Number in the space
provided. For joint owners, each joint owner must sign. (See Instruction 1). The
signatory hereto hereby certifies under penalties of perjury the statements in
Box B, Box C and, if applicable, Box D. If the Owner is tendering less than all
BACs held, the number of BACs tendered is set forth above. Otherwise, all BACs
held by the undersigned are tendered hereby.
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BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
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The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of this Letter of
Transmittal is the correct TIN of the BAC holder, or if this box [ ] is checked,
the BAC holder has applied for a TIN. If the BAC holder has applied for a TIN, a
TIN has not been issued to the BAC holder, and either: (a) the BAC holder has
mailed or delivered an application to receive a TIN to the appropriate IRS
Center or Social Security Administration Office, or (b) the BAC holder intends
to mail or deliver an application in the near future (it being understood that
if the BAC holder does not provide a TIN to the Purchasers within sixty (60)
days, 31% of all reportable payments made to the BAC holder thereafter will be
withheld until a TIN is provided to the Purchasers); and
(ii) Unless this box [ ] is checked, the BAC holder is not subject to
backup withholding either because the BAC holder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the BAC holder is subject
to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such BAC holder is no longer
subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the BAC
holder is not subject to backup withholding.
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BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
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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 Purchasers that no withholding is
required with respect to the BAC holder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:
(i) Unless this box [ ] is checked, the BAC holder, 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 BAC holder's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the BAC holder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
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By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the BAC holder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the BAC holder:
(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 or
barter exchange.
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender BACs a BAC holder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the BAC holder's correct Taxpayer Identification
Number or Social Security Number ("TIN") in the space provided below the
signature. The signature must correspond exactly with the name printed (or
corrected) on the front of this Letter of Transmittal without any change
whatsoever. If this Letter of Transmittal is signed by the registered BAC
holder of the BACs, a Medallion signature guarantee on this Letter of
Transmittal is required. Similarly, if BACs are tendered for the account of
a member firm of a registered national security exchange, a member firm of
the National Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association, or trust company
having an office, branch or agency in the BACed States (each an "Eligible
Institution"), a Medallion signature guarantee is required. In all other
cases, signatures on this Letter of Transmittal must be Medallion
guaranteed by an eligible institution, by completing the signature
guarantee set forth in BOX A of this Letter of Transmittal. If any tendered
BACs are registered in the names of two or more joint holders, all such
holders must sign this Letter of Transmittal. If this Letter of Transmittal
is signed by trustees, 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 must submit
proper evidence satisfactory to the Purchasers of their authority to so
act. For BACs to be validly tendered, a properly completed and duly
executed Letter of Transmittal, together with any required signature
guarantees in BOX A, and any other documents required by this Letter of
Transmittal, must be received by the Depositary prior to or on the
Expiration Date at its address or facsimile number set forth on the front
of this Letter of Transmittal. No alternative, conditional or contingent
tenders will be accepted. All tendering BAC holders by execution of this
Letter of Transmittal waive any right to receive any notice of the
acceptance of their tender.
2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of BACs accepted for payment pursuant to
the Offer.
3. U.S. Persons. A BAC holder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership,
a domestic trust, or a domestic estate (collectively "United States
persons") as those terms are defined in the Internal Revenue Code and
Income Tax Regulations, should complete the following:
Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the BAC holder must provide to the Purchasers the
BAC holder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and
certify, under penalties of perjury, that such BAC holder is not
subject to such backup withholding. The TIN that must be provided is
that of the registered BAC holder indicated on the front of this
Letter of Transmittal. If a correct TIN is not provided, penalties may
be imposed by the Internal Revenue Service ("IRS"), in addition to the
BAC holder being subject to backup withholding. Certain BAC holders
(including, among others, all corporations) are not subject to backup
withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each BAC holder
who or which is a United States Person (as defined Instruction 3
above) must certify, under penalties of perjury, the BAC holder's TIN
and address, and that the BAC holder is not a foreign person. Tax
withheld under Section 1445 of the Internal Revenue Code is not an
additional tax. If withholding results in an overpayment of tax, a
refund may be obtained from the IRS.
4. Foreign Persons. In order for a BAC holder who is a foreign person
(i.e., not a United States Person as defined in 3 above) to qualify as
exempt from 31% backup withholding, such foreign BAC holder must certify,
under penalties of perjury, the statement in BOX D of this Letter of
Transmittal attesting to that foreign person's status by checking the box
preceding such statement. However, such person will be subject to
withholding of tax under Section 1445 of the Code.
5. Additional Copies of Offer to Purchase and Letter of Transmittal.
Requests for assistance or additional copies of the Offer to Purchase and
this Letter of Transmittal may be obtained from the Purchasers by calling
800-854-8357.