EX-99 2 mpfiusrealtytota1exa4.txt EXH (A)(4) LETTER TO UNIT HOLDERS Exhibit (a)(4) November 16, 2005 To obtain a copy of our Offer or the Letter of Transmittal, visit our website at www.mpfi.com (click on MPF Tenders) TO: UNIT HOLDERS OF U.S. REALTY PARTNERS LIMITED PARTNERSHIP SUBJECT: AMENDED AND EXTENDED OFFER TO PURCHASE UNITS AT $4.50 PER UNIT Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you October 17, 2005 (the "Offer") made by the Purchasers (as defined in the Offer), who are offering to purchase up to 275,000 Units of limited partnership interest (the "Units") in U.S. REALTY PARTNERS LIMITED PARTNERSHIP (the "Partnership"). The Purchasers are extending the Expiration Date to December 6, 2005 As of the date hereof, a total of 10,380 Units of the Partnership have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly completed and executed copy of the Letter of Transmittal (printed on yellow paper) and change of address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson Fuller, Inc. 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 If you have any questions or need assistance, please call the Depository at 800-854-8357. If you need a copy of our Offer or the Letter of Transmittal, the most current version can be obtained from the SEC's EDGAR database at www.sec.gov or our website at www.mpfi.com (click on MPF Tenders). If you have already submitted a Letter of Transmittal, and you still wish to sell your Units, there is no need to do anything as your Units are already accounted for by the Purchasers. You have the option to avoid proration and sell ALL or None of your Units by checking the "All or None" option on the letter of transmittal. This Offer expires (unless extended) December 6, 2005.