Estate of James Barudin, Deceased, Muriel B. Clarke, Executrix - Page 5

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          partner.  This $4,895,833 capital contribution was made to fund             
          necessary repairs and renovations to upgrade the Partnership                
          Properties.                                                                 
               As a result of Silver Park's $4,895,833 capital contribution           
          in 1982, Silver Park became a general partner in the FC                     
          Partnership, and the FC Partnership's ownership structure was               
          changed in 1982 to consist of 95 ownership units, of which the              
          original general partners owned 48 units, or 50.53 percent, and             
          Silver Park owned 47 units, or 49.47 percent.                               
               As a result of the change in ownership of the FC                       
          Partnership, decedent's one-forty-eighth interest in the FC                 
          partnership was converted to a one-ninety-fifth interest.                   
               As sole general partner of Silver Park, Mr. Silver was able            
          to vote on FC Partnership matters on behalf of 47 of the 95                 
          ownership units.  As of 1986, Mr. Silver controlled an additional           
          seven ownership units, giving him control of 54 of the total 95             
          ownership units.  By controlling a majority of the ownership                
          units in the FC Partnership, Mr. Silver alone had authority to              
          determine to whom partners could transfer ownership units, and he           
          could make most decisions affecting management and operation of             
          the FC Partnership.                                                         
               By 1984, the FC Partnership had executed two additional lease          
          agreements with CUNY.  The leases with CUNY involved approximately          
          40 percent of the total office space available in the Partnership           
          Properties.                                                                 




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