EXHIBIT A
EDGE HOLDING COMPANY PARTNERSHIP
AGREEMENT OF LIMITED PARTNERSHIP
THIS AGREEMENT OF LIMITED PARTNERSHIP, entered into and effective as of
February __, 1989, by and among Xxxx Xxxxxxxxx and Napamco, Ltd. with offices at
Xxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000, as general partners
(hereinafter referred to as the "General Partner") and each of the other parties
executing this Agreement or a counterpart hereof as limited partners (the
"Limited Partners") (The General Partner and the Limited Partners shall
hereinafter be referred to collectively as the "Partners").
W I T N E S S E T H
ARTICLE I
Section 1.1 Formation of Partnership
The parties hereto hereby form, pursuant to the Uniform Limited
Partnership Act of the State of Connecticut, a Limited Partnership, which
organization is referred to as the "Partnership."
Section 1.2 Organization Certificates
The parties hereto shall immediately execute all such certificates and
other documents conforming hereto and do all such filing, recording, publishing
and other acts as may be appropriate to comply with all requirements for the
laws of the State of Connecticut. The parties hereto also agree to execute all
such certificates and other documents conforming hereto and to do all such
filing, recording, publishing and other acts as may be appropriate to comply
with the requirement of law for the formation and/or operation of a limited
partnership in all other jurisdictions where the Partnership shall desire to
conduct business. Prior to conducting any business in any jurisdiction, the
Partnership shall comply with all requirements for the qualification of the
Partnership to conduct business as a limited partnership in such jurisdiction.
Section 1.3 Partnership Name
The business of the Partnership shall be conducted under the name
"Edge Holding Company Partnership" in those jurisdictions where such name is
permitted and under such variations of this name as the General Partner deems
appropriate
to comply with the laws of the other jurisdictions in which the Partnership does
business. This name and all variations thereof are acknowledged to be the sole
property of the General Partner who hereby consents to the use thereof by the
Partnership. The General Partners, his successors and assigns, shall be free to
use the said name and all variations thereof in connection with other ventures.
Section 1.4 Rejection
The General Partner, in his sole absolute discretion, may, at any time
prior to the date the Partnership becomes effective, reject any subscription for
any reason.
ARTICLE II
Section 2.1 Definitions
Whenever in this Agreement, the following terms shall the meanings
respectively assigned to them in this Section 2.1:
(a) Agreement means this Agreement of Limited Partnership as it may
be further amended from time to time.
(b) Capital Contribution shall mean the amount of money which a
Partner has paid into the Partnership capital.
(c) Code shall mean the Internal Revenue Code of 1986, as amended
from time to time, and regulations thereunder at the time of reference thereto.
(d) Consent of the Partners means the written consent or approval of
Partners (General and Limited) whose aggregate Capital Contributions represent
at least sixty percent (60%) of the aggregate Capital Contributions, which
consent or approval shall be obtained prior to the taking of the action for
which it is required hereunder.
(e) Events of Bankruptcy means, as to a General Partner:
(i) Its or his admission, in writing, of its or his inability
to pay its or his debts generally as they become due.
(ii) Its or his filing a petition in bankruptcy or for
reorganization or for adoption of an arrangement under the
Bankruptcy Act.
2
(iii) Its or his making an assignment for the benefit of
creditors.
(iv) Its or his consenting to the appointment of a receiver for
all or a substantial part of its or his property.
(v) Its or his being adjudicated as bankrupt.
(vi) The entry of a court order appointing a receiver or
trustees for all or a substantial part of its or his
property without its or his consent, which order shall not
be vacated, set aside or stayed within sixty (60) days
from the date of entry.
(vii) The assumption of custody or sequestration by a court of
competent jurisdiction of all or substantially all of its
or his property, which custody or sequestration shall not
be suspended or terminated within sixty (60) days from its
inception.
(f) Limited Partner of Limited Partners means any or all of those
persons designated as Limited Partners in the Partnership Certificate or any
person who becomes a substitute Limited Partner as provided herein, in each
person's capacity as a Limited Partner of the Partnership.
(g) Partner means any General Partner or Limited Partner.
(h) Partnership means the Limited Partnership governed by this
Agreement as said Limited Partnership may from time to time be constituted as
amended.
(i) Partnership Properties shall mean all interests, properties and
rights of any type owned by the Partnership.
(j) Profits and Losses shall mean the net profits or losses of the
Partnership as computed for Federal income tax purposes, as determined
separately and not cumulatively for each fiscal year of the Partnership.
ARTICLE III
Section 3.1 Purposes and Powers of the Partnership
The principal purpose of the Partnership shall be as described in a
Private Placement Memorandum for the Partnership
3
to which this Agreement was attached as an Exhibit. The purposes of this
Partnership may be accomplished through:
(a) The acquisition of a percentage in all of the assets of Twelve
Fourteen Corporation including the Corporation's partnership interest in Edge
Petroleum Partnership, and the Corporation's existing inventory of interests in
oil and gas properties.
(b) The acquisition of a percentage of the 47,500 shares of no par
voting common stock of Edge Petroleum Corporation, a Texas corporation,
constituting 47.5 percent of the issued and outstanding shares, from
Xxxxx X. Xxxxxxx.
(c) The acquisition of a percentage interest in the oil and gas
prospects owned by Xxxxx X. Xxxxxxx.
(d) The participation in the business operations of Edge Petroleum
Partnership, Edge Petroleum Corporation, and the Edge-Group Partnership in the
manner and to the extent permitted in their respective charters or agreements.
(e) The conducting of geological, geophysical and other exploratory
investigations.
(f) The employment of such parties and personnel and such legal,
accounting, geological geophysical and engineering services and advice as the
General Partner deems advisable.
(g) The payment (or where appropriate in the judgment of the General
Partner, the failure to make payment) of delay rentals on leases or leasehold
interests acquired by the Edge-Group Joint Venture.
(h) The making or giving of dryhole or bottomhole contributions in
the form acreage, money or both to encourage drilling by others in the vicinity
of or on Edge-Group Joint Venture acreage.
(i) The execution of all documents or instruments of any kind which
the General Partner may deem appropriate for carrying out the purposes of the
Partnership.
(j) The purchase and establishment of inventories of pipe and other
equipment and material.
(k) The borrowing of money or the incurring of purchase money or
other debt for Partnership purposes and the mortgaging and pledging of
Partnership Properties for the repayment of any such debt. No person or entity
to which any such debt is owed shall be required to inquire as to the purposes
for which such debt is incurred and, as between the Partnership and such person
or entity, it shall be conclusively presumed that
4
the proceeds of such loan are to be and will be sued for purposes authorized
under the terms of this Agreement.
(l) The holding of Partnership Properties in the name of a nominee
chosen by the General Partner if it shall deem such action appropriate.
(m) The administration of non-producing properties.
(n) The sale, relinquishment, release, Farm Out or other disposition
of any producing and non-producing leases, leasehold interests or contractual
rights to acquire such interests or undivided interest therein, which, in the
judgment of the General Partner, should be sold, released, farmed out,
relinquished or otherwise disposed of.
(o) The producing, treating, transporting and marketing of oil and
gas and the execution of division orders, gas sales contracts and other
marketing agreements.
(p) The execution of other Partnership or joint venture agreements or
limited partnership agreements in order to carry out the purposes of the
Partnership, Edge Petroleum Partnership, Edge Petroleum Corporation or the
Edge-Group Joint Venture.
(q) Associating the Partnership with others in partnerships, joint
ventures and other associations.
(r) The purchase of royalties.
(s) Any and all other acts or activities customary or incidental to
the generation, acquisition, development, promotion and marketing of oil and gas
acreage and prospects.
ARTICLE IV
Section 4.1 Principal Office
The executive offices of the Partnership shall be at Xxx Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000, and the Partnership shall
conduct business at such location and any additional locations as may from time
to time be determined by the General Partner.
Section 4.2 Term of Partnership
The Partnership shall be effective from and after the date set forth
in the first sentence of this Agreement. The Partnership shall continue in
existence until December 31, 2020, unless sooner terminated pursuant to any
provisions of the Connecticut Limited Partnership Act.
5
ARTICLE V
Section 5.1 Commitment of General Partner
The General Partner shall contribute at least one percent of the
Partnership capital, and will maintain a minimum interest of one percent in the
capital of the Partnership at all times. The General Partner is not committed
to (but may) contribute any other cash or property and may do so as a Limited
Partner.
ARTICLE VI
Section 6.1 Payments of the Capital Contributions of the
Limited Partners
Each Limited Partner shall contribute to the Capital of the
Partnership for each Unit Purchased the amount of $15,960, payable by certified
or bank check or checks at closing.
Section 6.2 Nature of Contributions
No Limited Partner shall be required to contribute any capital to the
Partnership other than as provided in Paragraph 6 hereof or to lend any funds to
the Partnership. No interest shall be paid to a Limited Partner on any capital
contributed to the Partnership pursuant to this Paragraph 6 and except as
otherwise provided herein no Partner may withdraw his capital contribution.
ARTICLE VII
Section 7.1 Fiscal Year and Accounting
The fiscal year of the Partnership shall be the calendar year and the
books of the Partnership shall be kept on a cash, accrual or such other basis as
the General Partner shall determine and shall be kept in accordance with the
accounting principles employed by the Partnership for Federal income tax
purposes.
Section 7.2 Capital Accounts
A separate capital account shall be maintained for each Partner to
which contributions and income and gains shall be
6
credited and distributions, deductions and losses shall be charged. The capital
accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and
shall be maintained and adjusted in a manner consistent with such Regulation.
Section 7.3 Deduction of Intangible Drilling and Development Costs
The Partnership shall elect to deduct intangible drilling and
development costs currently as an expense for income tax purposes and shall use
its best efforts to require any partnership, joint venture or other arrangement
in which it is a party and which incurs such costs to make a similar election.
Section 7.4 Elections by Partnership as to Optional
Adjustments to Basis
In case of a distribution of property within the provisions of
Paragraph 734 of the Code or in the case of a transfer of a Partnership interest
permitted by this Agreement made within the provisions of Paragraph 743 of the
Code, the General Partner, on behalf of the Partnership, may, at its option,
file an election under Paragraph 754 of such Code in accordance with the
procedures set forth in the applicable Treasury Regulations. If such an
election is filed, the General Partner will at no time be required to provide
any additional accounting or tax information with respect to any adjustment to
basis for any Limited Partner.
Section 7.5 Election with Respect to Taxation as Partnership
Neither the Partnership nor any Partner thereon will elect under
Paragraph 761 of the Internal Revenue Code of 1954 to be excluded from the
application of any of the provisions of Subchapter K, Chapter 1 thereof.
ARTICLE VIII
Section 8.1 Determination of Profit and Loss
At the end of each fiscal year of the Partnership or at the end of
such intervening accounting period as the General Partner may select, all
Partnership revenues, proceeds, costs and expenses shall be determined and
allocated to the Partnership interest of each Partner for the accounting period
than ending in accordance with the provisions of this Article.
7
Section 8.2 General Partner's Fees
The General Partner shall be entitled to receive 5% of the excess of
cash and the fair market value of other consideration received by the
Partnership (other than payments received by the Partnership from the Partners
or the proceeds of Partnership borrowings) during each fiscal year over cash
disbursements (other than distributions made to the Limited Partners hereunder
or amounts used to repay the General Partner's overhead expenses, such as office
expenses). This 5% is payable with respect to all sums received from any source
(including such sums received at or after dissolution of the partnership). It
shall also be payable with respect to non-cash property received that is
distributed in kind. In addition, the General Partner shall be reimbursed for
all expenses and disbursements actually incurred in connection with the
operations and business of the Partnership.
Section 8.3 Allocation of Profits, Losses and Distribution
Profits, Losses and Distributions shall be allocated among the
Partners and shared by each Partner (including the General Partner to the extent
of his investment) as follows:
Profits and losses, and distributions and deductions shall be
allocated and distributed and shared among the Partners in the ratio that each
Partner's capital contribution (including the General Partner's to the extent of
its capital contribution) bears to the capital contribution of all Partners
until such time as the amounts of cash and the fair market value of other
consideration distributed to the Partners equals 100 percent of their investment
in the Partnership. Thereafter, such profits and losses, distributions and
deductions shall be allocated, 30 percent to the General Partner and the balance
shall be allocated to and shared by each Limited Partner (including the General
Partner if and to the extent he invests as a Limited Partner) in the ratio that
his Capital Contribution bears to the Capital Contributions of all Limited
Partners.
Notwithstanding anything contained herein to the contrary, no
distribution may be made to or loss allocated to a Limited Partner which would
render such Limited Partner a deficit Capital Account.
8
ARTICLE IX
Section 9.1 Rights, Representations and Covenants
of Limited Partners
(a) No Limited Partner shall be personally liable for any of the
debts of the Partnership or any of the losses thereof beyond the amount of his
agreed Capital Contribution. No Limited partner shall be responsible for any
losses of any other Limited Partner. No Limited Partner shall take part in the
control or management of the business or transact any business for the
Partnership and no Limited Partner shall have the power to sign for or to bind
the Partnership. No salary shall be paid to any Limited Partner nor shall any
Limited Partner have a drawing account. No Limited Partner shall be entitled to
the return of his contribution.
(b) Each Limited Partner shall be personally obligated to make
payment of the amount he agreed to contribute to the Capital of the Partnership
upon execution of his Subscription Agreement to the partnership.
(c) In addition to other rights which a Limited Partner may have,
each Limited Partner has the right to bring a derivative action against the
General Partner in order to recover damages or otherwise seek relief from the
General Partner for a breach by the latter of his fiduciary obligations to the
Partnership.
Section 9.2 Assignments by Limited Partner
(a) A Limited Partner may not sell, assign or transfer his interest
in the Limited Partnership to a successor Limited Partner whether voluntarily or
by operation of law unless the General Partner, in his sole discretion, consents
in writing to the sale, assignment or transfer. Provided that such written
consent is obtained, the purchaser, assignee or transferee shall become a
substitute Limited Partner only if:
(i) The interest sold, assigned or transferred is not less than
the total interest of the transferor Limited Partner in the
Partnership unless, in the opinion of the General Partner, the Limited
Partner has a sufficient interest to be divided; and
(ii) The purchaser, assignee or transferee shall consent in
writing, in form satisfactory to the General Partner, to be bound by
the terms of the Limited Partnership Agreement in the place and stead
of the assigning Limited Partner.
9
(b) A Limited Partner, without the consent of the General Partner,
may assign to any person all or any portion of his right to receive
distributions hereunder, provided, however, that such assignment shall not be
binding on the Partnership until the General Partner shall have received a
certified copy of such assignment.
(c) No sale or assignment of an interest in the Partnership by a
Limited Partner shall be effective until all certificates or other documents
have been performed which are necessary to constitute the assignee a substitute
Limited Partner in the Limited Partnership in all jurisdictions in which it does
business and the General Partner approves the written assignment and said
assignment is recorded on the books of the Partnership. Each Limited Partner
agrees, upon request of the General Partner, to execute such certificates or
other documents and to perform such acts as may be required to preserve such
status and that Xxxx Xxxxxxxxx, the individual General Partner, may execute such
certificates or other instruments or documents on behalf of each Limited Partner
pursuant to the Power of Attorney granted by each Limited Partner to the General
Partner.
(d) Assignment, with or without the consent of the General Partner,
will not release the Limited Partner from his obligation to pay his Capital
Contribution.
Section 9.3 Assignees
(a) In the event of the decease or incapacity of any Limited Partner,
his legal representative(s) shall have the same status as an assignee of the
Limited Partner unless and until the General Partner shall permit such legal
representative(s) to become a Substitute Limited Partner on the terms and
conditions as herein provided. The death of a Limited Partner shall not
dissolve the Partnership.
(b) An assignee of a Limited Partner who does not become a Substitute
Limited Partner in accordance with Section 9.2 shall, if such assignment is in
compliance with the terms of this Agreement, have the right to receive the same
share of profits, losses and distributions of the Partnership to which the
assigning Limited Partner would have been entitled if no such assignment had
been made by such Limited Partner.
(c) Any Limited Partner who shall assign all his interest in the
Partnership shall cease to be a Limited Partner of the Partnership, and shall no
longer have any rights or privileges or obligations if a Limited Partner is
admitted to the Partnership as a Substitute Limited Partner in accordance with
Section 9.2, provided, however, that said assigning Limited
10
Partner shall retain the statutory rights and be subject to the statutory
obligations of an assignor Limited Partner under the Uniform Act as well as the
obligations to make the Capital Contributions attributable to the interest in
question, if any portion thereof remains unpaid.
(d) In the event of any assignment of a Limited Partner's interest as
a Limited Partner, there shall be filed with the Partnership a duly executed and
acknowledged counterpart of the instrument making such assignment; such
instrument must evidence the written acceptance of the assignee to all the terms
and provisions of this Agreement; and if such instrument is not so filed, the
Partnership need not recognize any such assignment for any purpose.
(e) An assignee of a Limited Partner's interest as a Limited Partner
who does not become a Substitute Limited Partner as provided in Section 9.2 and
who desires to make a further assignment of his interest shall be subject to the
provisions of this Article IX to the same extent and in the same manner as any
Limited Partner desiring to make an assignment of his interest.
ARTICLE X
Section 10.1 Rights, Representatives and Covenants
of the General Partner
(a) The General Partner shall have full, exclusive and complete
discretion in the management and control of the affairs of the Partnership for
the purposes herein stated, shall make all decisions affecting Partnership
affairs and shall have full power and authority to execute and deliver on behalf
of the Partnership such documents or instruments relating to Partnership affairs
as may in his opinion be appropriate in the conduct of Partnership business,
including, without limitation, joint venture agreements, operating agreements,
division orders, gas sales contracts, unitization agreements, gasoline plan
contracts, recycling agreements, production payments, contracts, notes,
mortgages and deeds of trust. No person, firm or corporation dealing with the
Partnership shall be required to inquire into the authority of the General
Partner to take any action or make any decision.
(b) The General Partner shall devote such portion of his time as is
reasonably needed to carry out the operations contemplated under this Agreement
and shall make available at all reasonable times his offices, organization, and
facilities to carry out the purposes of the Partnership.
11
(c) The General Partner shall, in addition to other duties, maintain
complete and accurate records and accounts of all income and expenditures and
furnish the Limited Partners with statements of account from time to time,
together with all necessary tax reporting information. Such records and
accounts shall likewise be available for inspection and audit by any Limited
Partner or his duly authorized representative (at the expense of such Limited
Partner) during business hours at one of the executive offices of the
Partnership; however, the General Partner shall not be required to maintain such
records and material referred to herein for a period in excess of five (5) years
from the date of the making or receipt thereof.
(d) The Partnership, to the extent of its assets, will indemnify the
General Partner against tort or contract liability resulting from good faith
acts or omissions to act on its part on behalf of the Partnership and, in any
event, to the extent permissible under the laws of the State of Connecticut.
The General Partner shall not have any liability for any failure or misfeasance
on his part, other than a willful failure or misfeasance with respect to his
obligations under the Agreement.
Section 10.2 Assignment by General Partner
The General Partner shall not sell, assign or otherwise dispose of
all or any portion of his interest in the Partnership as General Partner without
prior Consent; provided, however, such consent shall not be required, if such
sale or assignment relates only to the General Partner's right to receive
distributions hereunder or is required by another provision of this Agreement.
ARTICLE XI
Section 11.1 General Partner's Withdrawal from the Partnership
The General Partner may not withdraw as General Partner from the
Partnership without prior Consent.
ARTICLE XII
Section 12.1 Termination and Dissolution of the Partnership
The Partnership shall be dissolved on December 31, 2020, or upon the
prior occurrence of any event causing a
12
dissolution of the Partnership under the Uniform Limited Partnership Act of the
State of Connecticut. The Partnership shall also be dissolved upon (a) the
occurrence of any event which makes it unlawful for the Partnership business to
be continued, unless such event can be and is remedied with a reasonable period
of time not to exceed six (6) months; (b) the sale or other disposition of
substantially all interests in oil and gas acreage and leases and other
Partnership assets, or (c) the bankruptcy of a General Partner, unless a
surviving General Partner elects to continue as General Partner.
The Partnership shall not be dissolved by reason of the death,
withdrawal or expulsion of a Limited Partner or upon the admission of a new
Limited Partner.
Section 12.2 Winding Up and Distribution
In the event of the dissolution of the Partnership, the General
Partner shall wind up the affairs of the Partnership and, after payment of all
third party liabilities of the Partnership, shall distribute the remaining
assets of the Partnership in cash or in kind as follows:
(a) First, to the Partners in such amounts as are necessary to
balance their respective capital accounts after giving effect to all debits and
credits properly made thereto to the Limited Partners and the 5 percent fee to
the General Partner set forth in Section 8.2 hereof.
(b) The balance shall be allocated in the percentage provided in
paragraph 8.3 above, provided that the cash and the fair market value of
property distributed under this section shall be included in determining the
sharing percentage as set forth below. If, for example, distribution under this
paragraph occurs before distributions are equal to the Capital Contribution of
Limited Partners, distributions under this sub-section shall commence at
1 percent to the General Partner and 99 percent to the Limited Partners, and
shall convert to 70-30 when the aggregate of prior distributions and
distributions hereunder, equals 100 percent of Capital Contributions of Limited
Partners.
(c) Distribution to the Limited Partners hereunder shall be allocated
to each Limited Partner in the proportion that his capital account bears to the
capital account for all Limited Partners.
(d) Any property distributed in kind in liquidation shall be treated
as if the property were sold for its fair market value and any deemed gain or
loss shall be credited to the Partners in accord with this Agreement.
13
(e) If there should be a deficit in any Partner's capital account,
the Partner shall be requested to make a capital contribution equal to the
deficit amount.
Section 12.3 Option of General Partner
If the Partnership is terminated without approval of the General
Partner, the General Partner shall have an option to purchase for cash all
assets of the Partnership at the aggregate amount computed by taking (as of the
December 31 last preceding such termination):
(a) The sum of (i) cash on hand, prepaid expenses and accounts
receivable; (ii) 66-2/3% of the future net revenues of all proven developed oil
and gas leases, royalties, overriding royalties and other proven interest in oil
and gas properties estimated by an independent engineer in accordance with
accepted practices, discounted to present worth by an annual factor of 10%,
which factor is subject to increase (but not decrease) in the same proportion
that the New York Federal Reserve Bank Discount Rate ("Discount Rate") at the
time of calculation exceeds the Discount Rate at the effective date hereof and
(iii) the present value of all other assets, less estimated cost of sale, as
determined by an independent appraiser, in the business of making such
appraisals; and subtracting therefrom an amount as determined in 12.3(b), below.
(b) An amount equal to all debts, accrued expenses and obligations of
the Partnership of every kind and nature, including the discounted present value
of payment due or to become due to the General Partner.
ARTICLE XIII
Section 13.1 Independent Activities
All Partners may, notwithstanding the existence of this Agreement,
engage in whatever activities they choose, whether the same be competitive with
the Partnership or otherwise, without having or incurring any obligations to
offer any interest in such activities to any party hereto. Neither this
Agreement nor any activity undertaken pursuant hereto shall prevent the General
Partner from engaging as they intend to do in the exploration for and
production of oil, gas and other minerals, individually, jointly with others, or
as a party of any other association to which the General Partner is or may
become a party, except to the extent provided herein.
14
ARTICLE XIV
Section 14.1 Notices
Any and all notices called for under this Agreement shall be deemed
adequately given, as and when postmarked, if in writing and sent registered or
certified mail, postage prepaid, to the party or parties for whom such notices
are intended. All such notices in order to be effective shall be addressed to
the last address of record on the Partnership books when given by the General
Partner and intended for the Limited Partners; and, to the address of the
Partnership when given by the Limited Partners and intended for the General
Partner. Any Limited Partner may change his address by giving notice, in
writing, to the General Partner and the General Partner may change the address
of the Partnership by giving such notice to all Limited Partners. Commencing on
the fifth day after giving of such notice, such newly designated address shall
be such Partner's address for the purpose of all notices or other communications
required or permitted to be given pursuant to this Agreement.
Section 14.2 Law Governing
This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut.
Section 14.3 Amendments
The General Partner may propose in writing to the Limited Partners the
adoption of an amendment to this agreement, and, if within sixty (60) days of
the sending of such proposal, the consent of the Partners shall have been
given, the amendment shall be deemed adopted, except that all Partners must give
their consent in writing to any amendment which would (i) extend the term of the
Partnership as set forth in Section 4.2 hereof, (ii) amend Sections 8, 12.2 or
12.3, (iii) amend this Section 14.3 or (iv) in any manner increase the liability
of the Limited Partners.
Section 14.4 Successors and Assigns
This Agreement and all the terms and provisions hereof shall be
binding upon and shall enure to the benefit of the Partners, their respective
legal representatives, heirs, successors and assigns.
15
Section 14.5 Counterparts
This Agreement may be executed in several counterparts and all so
executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the original or the same
counterpart, except that no counterpart shall be binding unless signed by the
General.
_______________________________________
Investor Limited Partner
_______________________________________
Social Security Number
_______________________________________
Residence Address
_______________________________________
City State Zip Code
16
