PARTNERSHIP AGREEMENT OF CROSSMANN COMMUNITIES PARTNERSHIP
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PARTNERSHIP AGREEMENT
OF
CROSSMANN COMMUNITIES PARTNERSHIP
THIS AGREEMENT, made as of the 1st day of September, 1993, by and among Deluxe Homes Inc., an Indiana corporation ("DHI"), Deluxe Homes of Lafayette, Inc., an Indiana corporation ("DHLI"), TriMark Homes, Inc., an Indiana corporation ("THI"), and TriMark Development, Inc., an Indiana corporation ("TDI") (hereinafter referred to individually as a "Partner" and collectively as the "Partners"),
WITNESSETH THAT:
WHEREAS, the Partners desire to form a general partnership in order to carry on a general business of development, construction and sales of single-family homes.
NOW, THEREFORE, it is agreed as follows:
ARTICLE I
Formation of Partnership
The parties hereto do hereby form a general partnership (hereinafter referred to as the "Partnership") pursuant to the provisions of the Uniform Partnership Act of the State of Indiana.
ARTICLE II
Name of Partnership and Names of Partners
The name of the Partnership is Crossmann Communities Partnership.
The names and addresses of the Partners are:
| Deluxe Homes Inc. 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxxx, XX 00000 |
TriMark Homes, Inc. 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxxx, XX 00000 |
|
Deluxe Homes of Lafayette, Inc. X.X. Xxx 0000 Xxxxxxxxx, XX 00000 |
TriMark Development, Inc. 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxxx, XX 00000 |
ARTICLE III
Purpose
The purpose of the partnership is to develop, construct and sell single-family homes and to do all other things which are appropriate for the furtherance of the business of the Partnership.
ARTICLE IV
Place of Business
The location of the principal place of business of the Partnership shall be 0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 or such other place as may be determined from time to time with the consent of all of the Partners.
ARTICLE V
Term
The term of the Partnership shall commence immediately upon the filing of Articles of Share Exchange with the Secretary of State of the State of Indiana for the: (i) share exchange pursuant to which DHI shall become a wholly owned subsidiary of Crossmann Communities, Inc. ("CCI"); (ii) share exchange pursuant to which DHLI shall become a wholly owned subsidiary of CCI; (iii) share exchange pursuant to which THI shall become a wholly owned subsidiary of CCI; and (iv) share exchange pursuant to which TDI shall become a wholly owned subsidiary of CCI, and shall continue until terminated by the consent of all of the Partners.
ARTICLE VI
Capital Contributions
The Partners shall determine from time to time, with the consent of all of the Partners, the amount of the capital to be contributed to the Partnership. Each Partner shall initially contribute to the capital of the Partnership all of the currently owned operating assets of such Partner (net of the liabilities of each Partner). The capital contributions of the Partners may not be withdrawn except with the consent of all of the Partners.
ARTICLE VII
Profits and Losses
Each Partner shall share the net profits, net losses, and distributions of the Partnership as follows:
| Name |
Percentage |
||
|---|---|---|---|
| DHI | 27.5 | % | |
| DHLI | 17.5 | % | |
| THI | 27.5 | % | |
| TDI | 27.5 | % |
ARTICLE VIII
Management of Business
Section 8.1 Designation of Managing Partner. DHI is hereby designated the Managing Partner of the Partnership.
Section 8.2 Powers of Managing Partner. The Managing Partner shall have the full, complete and exclusive power and authority to manage the business of the Partnership and to conduct its affairs including, but not limited to, the power:
(a) to acquire by purchase, lease, or otherwise real estate or other property for cash or upon credit, and upon such other terms and conditions as they determine;
(b) to maintain, operate, and lease the property of the Partnership and improvements thereon;
(c) to sell, exchange, or otherwise dispose of all the assets of the Partnership or any part thereof;
(d) to hire employees, agents and independent contractors;
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(e) to borrow money from the Partners or from others and in connection therewith to mortgage, pledge or otherwise encumber the property of the Partnership;
(f) to enter into, make, perform and carry out, or cancel and rescind, contracts;
(g) change the names of the Managing Partner;
(h) to delegate to others the management of the business of the Partnership;
(i) to effect any refinancing of the obligations of the Partnership;
(j) to have and exercise all such other powers as are necessary or appropriate to effect the purposes for which the Partnership is formed.
Section 8.3 Exercise of Powers by Managing Partner. In exercising its powers hereunder the Managing Partner may deal with one or more of the Partners or with any firm or corporation in which one or more of the Partners have an interest. The transactions of the Partnership shall be on such terms and conditions and for such considerations as the Managing Partner deems advisable in its sole discretion; provided, however, that any transactions between the Partnership and an officer or director of any Partner or an officer or director of any entity that owns or controls at least 50% of the equity interest in such Partner (a "Parent Entity") or any transaction between the Partnership and any entity, the equity in which is at least 10% owned or controlled by an officer or director of any Partner or an officer or director of a Parent Entity, must be approved by the Board of Directors of the Parent Entity. The foregoing powers include the power to deal with the assets of the Partnership which might or will involve periods of time after the Partnership has been dissolved or terminated. Instruments to be signed for and on behalf of the Partnership may be signed by the Managing Partner.
Section 8.4 Efforts of Managing Partner. The Managing Partner shall devote so much of its time as is reasonable to ensure the proper conduct of the business of the Partnership. The Managing Partner may also devote time to other business, whether or not similar in nature to the business of the Partnership. The Managing Partner shall be reimbursed for expenses incurred by it on behalf of the Partnership. The Managing Partner shall not receive any fee for the management of the business of the Partnership, however, it may incur management costs for the management of the business of the Partnership by others.
The Managing Partner shall be liable, responsible or accountable in damages or otherwise to the Partnership or the other Partner for any of its acts or omissions within the scope of the authority conferred on it by this agreement except in the event of fraud or gross negligence. The Partnership shall indemnify the Managing Partner and hold it harmless against liability to third parties for the acts or omissions within the scope of the authority as Managing Partner hereunder.
Section 8.5 Limitation on Powers of Other Partners. The non-managing Partners shall not participate in or have any control over the management of the business of the Partnership.
ARTICLE IX
Fiscal Regulations
The Partnership books shall be maintained at the principal place of business of the Partnership or at such other place as may be determined from time to time with the consent of all of the Partners. The books shall be kept on a calendar year basis. All funds of the Partnership shall be deposited in its name in such checking account or accounts as shall be agreed upon by the Partners. Withdrawals therefrom may be made by checks signed by any one Partner.
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ARTICLE X
Withdrawal or Assignment
A Partner shall not have the right to withdraw from the Partnership. In the event a Partner does desire to withdraw from the Partnership the other Partner shall have the right to purchase the withdrawing Partner's interest at the then book value of such interest. A Partner shall have the right to assign its interest with the consent of the other Partner.
ARTICLE XI
General
The rights and liabilities created by this agreement shall inure to the benefit of, or be binding upon, the personal representatives, heirs, devisees, assigns and other successors of the Partners.
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IN WITNESS WHEREOF, the undersigned have executed this agreement the day and year first above written.
| DELUXE HOMES, INC. | ||||
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DELUXE HOMES OF LAFAYETTE, INC. |
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Its: |
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TRIMARK HOMES, INC. |
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Its: |
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TRIMARK DEVELOPMENT, INC. |
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PARTNERSHIP AGREEMENT OF CROSSMANN COMMUNITIES PARTNERSHIP
