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RE: Buy out...



According to the partnership agreement (thanks, Joe):

(section 20; paragraph 1) "Written notice shall be deemed to be
received as of the first meeting of the partnership at which it is
presented." - I'm sure we don't care that it wasn't written, but
notice was effective at the March meeting.

(section 20; paragraph 2) "In making payment, the value of the
partnership as set forth in the valuation statement prepared for the
first meeting following the meeting at which notice is received from
a partner requesting a partial or full withdrawal, will be used to
determine the value of the partner's capital account."  --that means
valuation is determined this Sunday.

(section 22; paragraph 2) "Where cash is transferred, the partnership
shall transfer to the partner (or other appropriate entity)
withdrawing a portion or all of his interest in the partnership, an
amount equal to the value of the capital account being withdrawn,
less the actual cost to the partnership of selling securities to
obtain cash to meet the withdrawal, or any other transaction fees
incurred in the transfer. The amount being withdrawn shall be paid
within ninety (90) days after the valuation date used in determining
the withdrawal
amount." - this means we have until July 15th to pay Mike. We do not
even have to pay in quarters, we could wait and make a lump payment
at the end if we chose to.

After reviewing the agreement (including sections not quoted above),
I'm not sure we need to make changes. It seems pretty robust as is.

-G



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