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 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.
11130 THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL
EXPIRE AT 11:59 P.M., PACIFIC TIME, ON NOVEMBER 20, 2007
Name: _________________ (THE "EXPIRATION DATE") UNLESS EXTENDED.
Deliver to: MacKenzie Patterson Fuller, LP
Address: ______________ 1640 School Street
Moraga, California 94556
City, State, ZIP: _____ For Assistance: (800) 854-8357
Facsimile: (925) 631-9119
BAC Owned: ____________ 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 2007, LLC; MPF Badger
Acquisition Co. LLC; MPF DeWaay Fund 4, LLC; MPF Senior Note Program I, LP;
Steven Gold; MP Income Fund 16 LLC; MPF Income Fund 23, LLC; MPF DeWaay Fund 6,
LLC; MPF Flagship Fund 13 LLC; MPF Special Fund 8, LLC; MPF Flagship Fund 11,
LLC; MPF Acquisition Co. 3, LLC; MPF DeWaay Fund 5, LLC; MPF Flagship Fund 12,
LLC (collectively the "Purchasers") all of the beneficial assignment
certificates representing limited partnership interests ("BACs") in the
Partnership held by the undersigned as set forth above (or, if less than all
such BAC, the number set forth below in the signature box), at a purchase price
equal to $14 per BAC, less the amount of any distributions made or declared with
respect to the BAC between October 11, 2007 and the Expiration Date, and upon
the other terms and subject to the conditions set forth in the Offer to
Purchase, dated October 11, 2007 (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. The undersigned recognizes that, if more than 173,732 Units are
validly tendered prior to or on the Expiration Date and not properly withdrawn,
the Purchasers will, upon the terms of the Offer, accept for payment from among
those Units tendered prior to or on the Expiration Date 173,732 Units on a pro
rata basis, with adjustments to avoid purchases of certain fractional Units,
based upon the number of Units validly tendered prior to the Expiration Date and
not withdrawn.Subject to and effective upon acceptance for payment of any of the
BAC tendered hereby, the undersigned sells, assigns, and transfers to,
Purchasers all right, title, and interest in and to such BAC 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 BAC, 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 BAC and transfer
ownership of such BAC, 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 BAC by the Purchasers, to exercise all voting
rights and to receive all benefits and otherwise exercise all rights of
beneficial ownership of such BAC all in accordance with the terms of the Offer.
Upon the purchase of any BAC 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 BAC pursuant to the Offer, all prior proxies
and consents given by the undersigned with respect to such BAC 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 BAC 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 BAC.
The undersigned hereby represents and warrants that the undersigned owns the BAC
tendered hereby and has full power and authority to validly tender, sell,
assign, and transfer the BAC tendered hereby, and that when any such BAC 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 BAC 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 BAC tendered hereby. The undersigned
understands that a tender of BAC 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 BAC tendered
hereby. In such event, the undersigned understands that any Letter of
Transmittal for BAC 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 Purchaser and the undersigned agree that any dispute,
claim, or controversy arising out of a purchase of BAC 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 one party
suggests arbitrators, and the other party fails to respond within 20 days of
notice by the proposing party, the proposing party may select the arbitrator
from among its suggested arbitrators. If the parties are unable to agree on an
arbitrator, the parties shall select an arbitrator pursuant to the rules of
JAMS. 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. Each party shall be
responsible for advancing one-half of the costs of arbitration; provided that
the prevailing party shall be entitled to recover expenses including but not
limited to attorney fees, arbitrator fees, and filing fees. Neither party is
waiving any rights under the federal securities laws, rules, or regulations. All
matters relating to this arbitration shall be governed by the Federal
Arbitration Act (9 U.S.C. Sections 1 et seq.).
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BOX A -- Medallion Signature Guarantee X
PLEASE DO NOT USE FOR ANY --------------------------------------
OTHER PURPOSE (MPF WILL (Signature of Owner) Date
OBTAIN FOR YOU)
X
--------------------------------------
(Signature of Owner) Date
Taxpayer I.D. or Social #
-----------------
Telephone No. (day)
----------------------
(eve.)
----------------------
_________ BAC [ ] SELL ALL OR NONE (check
this box if you wish to
sell your Units ONLY if
ALL your Units will be
purchased).
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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
BAC held, the number of BAC tendered is set forth above. Otherwise, all BAC 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 BAC 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 BAC, a Medallion signature guarantee on this Letter of
Transmittal will be obtained for you by MPF. If BAC 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 United States
(each an "Eligible Institution"), a Medallion signature guarantee is also
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, but
MPF will do this for you. If any tendered BAC 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 BAC 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 BAC 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.