[LETTERHEAD]
VIA FACSIMILE & OVERNIGHT MAIL
Mr. Xxxxxx Xxxxxxx
c/o Smithtown Bay, LLC
000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: ML MEDIA PARTNERS, L.P. AND
ML OKLAHOMA VENTURE PARTNERS, L.P. (THE "FUNDS")
Dear Xx. Xxxxxxx:
Enclosed you will find a revised form of confidentiality agreement in
connection with your requests for lists of the names, addresses and ownership
interests of the limited partners of each of the above-referenced Funds (the
"lists") on behalf of Smithtown Bay, LLC ("Smithtown"). The revised agreements
reflect the changes you and I discussed in telephone conversations this
afternoon.
Kindly sign Page 2 of each of the attached agreements to return them to me
together with two checks--one check for $375 payable to ML Media Management Inc.
and one check for $375 payable to Xxxxxxx Fund Administrators Inc.--to cover the
cost of producing and mailing each list.
If you have any questions, please do not hesitate to contact me.
Very truly yours,
/s/ Xxxx Xxxxx Xxxxxx
Xxxx Xxxxx Xxxxxx
VICE PRESIDENT & SENIOR COUNSEL
cc: Xxxxx Xxxxxxxx, Esq.
Xxxxxx Xxxxxx, Esq.
Xxxxx Xxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxxxx Xxxxx
Xxxx Xxxxxxx
Smithtown Bay, LLC ("Smithtown") xxxxxx agrees and acknowledges:
(i) Smithtown hereby acknowledges that the information being provided by ML
Media Management Inc. ("MMLM") pursuant to this Agreement constitutes
confidential and proprietary information of MMLM. Smithtown agrees that any list
of limited partners obtained by it pursuant to this Agreement shall be used
solely for the purpose of contacting limited partners of the Fund to inquire as
to whether they wish to sell their units to Smithtown or its affiliates, and for
no other purpose. Smithtown, its officers, directors, principals, agents and
affiliates 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, its officers, directors, principals, agents and
affiliates.
(ii) Smithtown hereby represents that, Smithtown and any person or entity
controlled, managed or advised by it shall not in any manner acquire, attempt to
acquire, or make a proposal to acquire, directly or indirectly, more than a 5%
interest in the Fund through any single offer made to the limited partners.
(iii) Smithtown agrees that any communication with any limited partner
identified on the list being provided to it pursuant to this agreement shall
expressly state that "neither Xxxxxxx Xxxxx & Co., Inc., the General Partner of
the Fund, MMLM, the Fund, nor their respective affiliates or subsidiaries are
parties to this offer." Smithtown shall provide in advance to MMLM, World
Financial Center, South Tower, 23rd Floor, New York, NY 10080-6123, Attention:
Xxx Xxxxx (Facsimile 212/236-7360) with a copy of any correspondence that
Smithtown sends to the limited partners of the Fund.
(iv) MMLM will deliver to Smithtown a list of the names and addresses of the
limited partners, and the number of partnership units held by each limited
partner in the Fund. The list will be delivered in ASCII format on 3 1/2 inch
computer disk.
Smithtown Bay, LLC
By: Global Capital Management, Inc.
Signed: /s/ XXXXXXX X. XXXX
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Title: VICE PRESIDENT Dated: January 24, 1997
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