Exhibit (e)(4)
Agreement of Confidentiality
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Smithtown Bay, LLC ("Smithtown"), acknowledges and agrees as follows:
(i) Smithtown, as a limited partner of ML Media Partners, L.P. (the
"Partnership"), has requested a list of the names and addresses and
numbers of units of limited partnership interest in the Partnership.
(ii) Smithtown hereby represents, for the benefit of the Partnership and
Media Management Partners (the "General Partner"), and each of their
respective partners, that Smithtown and any person or entity controlled
or managed or advised by, or under common control with, the undersigned
(the "Affiliates"), will comply with all federal and state securities
laws and the rules and regulations promulgated thereunder, including,
without limitation, Sections 13 and 14 of the Securities Exchange Act
of 1934, as amended and the provisions of the Partnership's Second
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement") (as the same may be amended or supplemented from time to
time).
(iii) Smithtown hereby agrees on behalf of itself, and its Affiliates that
any solicitation letter shall indicate the maximum number of limited
partnership units that such person making the request shall accept and
the time period during which offers to sell limited partnership
interests shall be accepted by Smithtown.
(iv) Smithtown hereby acknowledges that: (i) the information being provided
by ML Leasing Management, Inc. ("ML Leasing") pursuant to this
Agreement constitutes confidential and proprietary information of the
Partnership; and (ii) the list of limited partners obtained by it
pursuant to this Agreement shall be used solely for the purpose of
contacting limited partners of the Partnership to inquire as to whether
they wish to sell their units to Smithtown or its affiliates and for no
other purpose. Smithtown hereby represents on behalf of itself and its
Affiliates and its respective officers, directors, principals, agents
and affiliates, that they will make all reasonable efforts to safeguard
such list from disclosure to third parties, and will not furnish the
list or the information contained therein to any other person or
entity. This agreement, including this paragraph relating to
confidentiality and the uses to which the list may be put, shall be
binding upon Smithtown and its respective officers, directors,
principals, agents and Affiliates.
(v) Smithtown, on behalf of itself, and its Affiliates, agrees that any
communication with any limited partner identified on the list being
provided pursuant to this Agreement shall expressly state that "neither
Xxxxxxx Xxxxx & Co., Inc., the General Partner, ML Leasing Management,
Inc. or the Partnership nor their respective affiliates or subsidiaries
are parties to this offer." Smithtown shall provide, at least ten (10)
business days prior to mailing, unless a lesser time period is provided
by law, to ML Leasing Management, Inc., 000 Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx Xxxx, XX 00000, Attention: Xxxxxx Xxxxxxx (Facsimile
(201-557-2195) a copy of any correspondence in final form that
Smithtown, or its Affiliates, intends to send to the limited partners
of the Partnership.
(vi) In the event the Partnership files a report or reports on Form 8-K
("8-K") with the Securities and Exchange Commission subsequent to the
Partnership's last quarterly report on Form 10-Q or annual report on
Form 10-K as the case may be, but prior to any solicitation by
Smithtown and Affiliates of the Partnership's limited partners for the
purchase of their units, Smithtown and Affiliates hereby agree to
include in any solicitation materials provided by Smithtown and
Affiliates to the limited partners identified on the list being
provided pursuant to this agreement, a summary of the information
contained in any and all such 8-Ks. Smithtown and Affiliates hereby
acknowledge that (i) in order to preserve the Partnership's tax status,
the Partnership's General Partner has determined not to process for
transfer or recognize transfers (other than certain transfers that may
be designated as excluded transfers) of more than 4.8% (or
approximately 9,024 Units) of all issued and outstanding Units during a
Partnership tax year, and (ii) as of October 2, 2003, the aggregate
percentage of transfers of Units of the Partnership during the
Partnership's 2003 tax year is 4.16%.
(vii) Smithtown and Affiliates have been advised that transfers of limited
partnership interests in the Partnership are subject to the provisions
of the Partnership Agreement, including any numerical or other
limitations on the transfer of units which the Partnership may impose
in 2003 and/or subsequent years, and any other restriction set forth in
the Partnership Agreement and that documentation for the transfer of
units of limited partnership interest must comply with the provisions
of the Partnership Agreement.
Signed: Smithtown Bay, LLC
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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Print Name
Title: Authorized Signer
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Date: October 7, 2003
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