Media Share 9/MEDIASHARE_09.ISO/business/pcfrm621.zip/PARTNR05.LEX

Text File | 1991-08-13 | 12KB | 230 lines

.TX1 *** FINANCIAL ARRANGEMENTS FOR LIMITED PARTNERSHIP *********
                           ARTICLE II

                     FINANCIAL ARRANGEMENTS

2.1  Initial  Investments of Partners.   Each Partner has
contributed to the initial capital of the Partnership property in
the amount and form indicated on Schedule A,  attached hereto and
made a part hereof,  and in the Schedule A's attached to and made
a part of the counterparts of this agreement.   Contributions of
Capital to the Partnership shall not bear interest.  A capital
account shall be maintained for each Partner.

2.2  Additional Capital Contributions.  If it becomes necessary or
desirable to increase the capital with which the Partnership is
doing business each of the Partners shall be given an opportunity
to make additional capital contributions in an amount sufficient
to maintain their respective partnership interests.  If a Partner
elects not to make the additional contribution of capital his
share of such increase in capital shall be offered by the General
Partner to one or more of the other Partners.  If none of the
existing Partners elect to subscribe for such increase, that
share of such increase may be offered to additional Partners to
be admitted to the Partnership by the General Partner under the
provisions of this agreement.

2.3  Percentage Share of Capital.  The percentage share of
capital of each Partner shall be that proportion of the total
capital contributions of the partners as that Partner's capital
contributions  bear to the total capital contributions of all
Partners.  The  percentage shares of capital shall be subject to
adjustment and modification by subsequent capital contributions
of new or existing Partners or by the shifting of the Partners'
capital shares as provided in this agreement.

2.4  Shift in Capital Interests.  As incentive compensation to
the  General  Partner,  after the distribution of profits  in  an
amount  equal  to a Limited Partner's  initial  investments,  the
capital interest of the General Partner shall be adjusted upwards,
as follows:

    (a)   At the end of each calendar year following allocation
of profits to a Limited Partner in a total amount equal to that
Limited Partner's initial capital contribution there shall be
transferred from that year's earnings to the capital account of
the General Partner or Partners in proportion to their respective
capital interests an amount equal to two and one-half percent
(2 1/2%) of the initial contribution of that Limited Partner.
The amount so transferred shall be taken into account by the
General Partner as income and by the Partnership as compensation
to the General Partner.

    (b)   The foregoing increase in the capital interest of the
General Partner shall continue to be made annually until the
capital interests of the General Partner or Partners in the
Limited Partnership is equal to fifty percent (50%) of the total
capital interests of all Partners.

2.5  Percentage Share of Income, Gains, Losses, Deductions and
Credits.   The share of income, gains, losses, deductions and
credits of each Partner shall be that proportion of the total of
such items of the Partnership which that Partner's capital
interest is of the capital interests of all Partners.

2.6  Allocation Upon Buy-Out or Shift in Interest.   In the event
of  the  sale  of  a Partner's interest or the  withdrawal  of  a
Partner or any other shift of Partnership interests the operating
profits and losses of the Partnership for the calendar year shall
be  allocated to the Partner from which the capital  interest  is
transferred, as follows:

     (a)   Said  Partner's percentage share of capital  interests
prior to the transfer shall be multiplied times the total amount
of each item of Partnership gain or  loss, as  defined in Section
702 of the Internal Revenue Code (as  amended or supplemented)
for the entire calendar year in  which the sale, withdrawal or
shift occurs and the result multiplied times a fraction, the
numerator of which is the number of days elapsed in said year
through the date of sale, withdrawal or shift of interests and
the denominator of which is the total number of days in said
calendar year.

     (b)  The successor in interest (if any) to said selling or
withdrawing Partner, or Partner from whom a capital interest is
shifted, shall be allocated the rest of the profits and losses
for said tax year that would have been allocated to such Partner
if the sale, withdrawal or shift had not occurred.

2.7  Return of Capital Contributions.   No Partner shall have the
right  to demand the return of his capital contribution except as
herein provided.

2.8  Rights of Priority.   Except as herein provided, individual
Partners shall have no right to any priority over each other as
to the return of capital contributions.

2.9  Distributions.  Distributions to the Partners of net profits
of the Partnership shall be made {DISTRIBUTION/TIME}.  Such
distributions shall be made to all Partners simultaneously.

     For the purpose of this Agreement, net operating profit for
any accounting period shall mean the gross receipts of the
Partnership for such period,  less the sum of all expenses of
operation of the Partnership and such sums as may be necessary to
establish a reasonable reserve for operating  expenses.
Deductions for depreciation, amortization, and similar charges
shall be taken into  account in accordance with generally
accepted accounting principles.

.TX2 *** MANAGEMENT & NEW PARTNERS ADMISSIONS - LTD PARTNERSHIP *
                           ARTICLE III

                           MANAGEMENT

3.1  Voting.  The General Partner shall manage and conduct the
business of the Partnership, except that he, or it, shall not,
without the consent of Partners holding at least two-thirds of
the capital interests of the Partnership:

     (a) sell, exchange, lease, mortgage, pledge or otherwise
transfer all or substantially all of the assets of the Partnership
other than in the ordinary course of business, or

     (b) change the nature of the business of the Partnership.


                           ARTICLE IV

                     RIGHT TO ADMIT PARTNERS

4.1  Right to Admit Partners.   Their shall be no right to  admit
additional  Partners  other  than  by unanimous  consent  of  the
Partners, except as follows:

     (a) The  General  Partner  shall have the  right  to  admit
additional Partners in the event of an increase in capital for
Partnership operations to which an existing Partner elects not to
subscribe his proportionate share and for which no other existing
Partner elects to contribute additional capital.

.TX3 ** AUTHORITY GRANTED GENERAL PARTNER - LIMITED PARTNERSHIP *
                            ARTICLE V

                        POWER OF ATTORNEY

5.1  Power  of Attorney.

     (a) Each Partner hereby irrevocably constitutes and appoints
the General Partner his true and lawful attorney, in his name,
place and stead, to make, execute, acknowledge and/or file:
          (1) any certificate of Limited Partnership or other
instrument which may be required to be executed or filed by the
Partnership or which the General Partner shall deem it advisable
to execute or file;
          (2) any and all amendments or modifications to the
instrument described herein; and
          (3) all documents which may be required to effectuate
the dissolution and termination of the Partnership.

     (b) Further, each Partner does hereby appoint the General
Partner as his true and lawful attorney, in his name, place and
stead, to purchase, deal with the property and to manage the same
including, without limitation, to sign, deliver or record all
deeds, contracts of sale or other instruments conveying title to
the property, either in the names of the Partners or in the name
of the  Partnership and the members thereof, to establish bank
accounts for the Partnership and to deposit and withdraw funds
therefrom, solely upon its signature, or that of its authorized
agent, to demand, sue for, levy or recover all sums of money,
debts, rents or other demands or claims of any nature whatsoever
which are or shall be due the Partnership in such manner as the
General Partner shall determine to be advisable.

     (c) Each Partner expressly agrees and intends that the
foregoing power of attorney is coupled with an interest.

     (d) The foregoing power of attorney shall survive the
delivery of an  assignment by any of the Partners of the whole or
any portion of his Partnership interest.

     (e) From time to time, the General Partner may, at his, or
its sole discretion, send notice to the Partners of actions
taken.   If objection is not received by the General Partner
within thirty (30) days of said notice, then objection to said
action shall be waived by all of the parties hereto.

.TX4 *** ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS ************
                           ARTICLE VI

              RIGHT TO ASSIGN PARTNERSHIP INTEREST

6.1  Transfer of Partnership Interest.   Each Limited Partner may
assign  his interest in the Partnership,  however,  the  assignee
shall have the right to become a substituted Limited Partner  and
entitled  to all the rights of the assignor only if all  Partners
consent  thereto.   Otherwise  the assignee is only  entitled  to
receive the share of the profits and other distributions to which
his assignor would be entitled.  The Partnership and the existing
Partners  shall  have the first right of refusal to  acquire  the
capital interest of any Partner intending to sell and assign such
interest.

 6.2  Partner with Offer.   In the event a Partner is in receipt
of a bona fide offer to purchase his interest,  and shall  desire
to sell, assign, transfer or otherwise dispose of his interest he
shall serve notice to such effect upon the other Partners and the
Partnership  by registered or certified mail,  return receipt
requested.  The notice shall indicate the name and address of the
person  desiring to purchase the same and the price and terms  of
payment upon which said sale is proposed.  Said notice shall also
imply an offer to sell such interest to the other Partners and to
the Partnership at the same price and upon the same payment terms
as the proposed sale.

6.3  Exercise of Options to Purchase.   For a period of  thirty
(30) days after the mailing of notice the Partnership shall  have
the  right  to notify the selling Partner of its exercise of  the
option  to redeem the interest so offered.   If  the  Partnership
does not elect to redeem the interest offered, the other Partners
shall  have  the  option to purchase all (but not  part)  of  the
interest  so  offered in proportion to their  respective  capital
interests,  or as otherwise agreed among them,  within sixty (60)
days  after  the termination of the Partnership's option to  buy.
In  the  event  none of the Partners nor  the  Partnership  shall
exercise the option to purchase as provided herein,  the offering
Partner  shall be free to dispose of his interest subject to  the
provisions of paragraph 6.1, above.

.END ***************** END OF PARTNR05 TEXT *********************