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.
11032 THE OFFERAND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
Name: ____________________________________ PACIFIC TIME, ON MAY 4, 2007 (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 2007, LLC; Moraga Gold, LLC; Steven
Gold; MPF Badger Acquisition Co., LLC; MPF Senior Note Program I, LP; MPF DeWaay
Fund 4, LLC; MP Income Fund 11, LP; MP Income Fund 12, LLC; MP Income Fund 14,
LLC; MPF Flagship Fund 12, LLC; Sutter Opportunity Fund 4, LLC; MPF ePlanning
Opportunity Fund, LP; MacKenzie Patterson Special Fund 6, LLC; MacKenzie
Patterson Special Fund 6-A, LLC; MPF Acquisition Co. 3, LLC; MP Value Fund 7,
LLC; MacKenzie Patterson Special Fund 5, LLC; MPF Special Fund 8, LLC; MPF Blue
Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC;
MPF DeWaay Premier Fund 4, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC;
MPF Income Fund 22, LLC; MPF Income Fund 23, LLC (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
$12.50 per BAC, less the amount of any distributions made or declared with
respect to the BACs between April 3, 2007 and the Expiration Date, and upon the
other terms and subject to the conditions set forth in the Offer to Purchase,
dated April 3, 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. 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 Purchaser 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, 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--PLEASE DO NOT USE FOR ANY X__________________________________________________
OTHER PURPOSE (Required for all Sellers; See Instruction 1) (Signature of Owner) Date
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 United
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.