CGF Industries, Inc. and Subsidiaries - Page 15




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          agreements, the term of the first four partnerships created was              
          limited to 20 years, and the term of the last five partnerships              
          created was 30 years.                                                        
               Lincoln's shareholder-family trusts contributed cash to the             
          Lincoln Partnerships in exchange for partnership interest A.                 
          Lincoln, in its own right, contributed cash in exchange for 10-              
          year term interests in four Lincoln Partnerships and 20-year term            
          interests in the remaining five Lincoln Partnerships (collec-                
          tively referred to as the Lincoln term interests).  Lincoln's                
          term interests were, in all cases, designated term interests in              
          partnership interest B.  Lincoln's shareholder-family trusts or,             
          in one instance, a limited partnership related to the former                 
          contributed cash for the remainder interests in partnership                  
          interest B.  For convenience, all the remaindermen in the Lincoln            
          Partnerships are sometimes collectively referred to as the                   
          Lincoln Family Trusts.  The list of entities making up the                   
          Lincoln Partnerships and their respective contribution amounts is            
          attached to this opinion as appendix B.                                      
               The Lincoln partnership agreements required the partners to             
          bear their respective partnerships' net profits and losses in the            
          same percentage as their capital contributions.  Thus, six of the            
          Lincoln partnership agreements allocated 1 percent of net profits            
          and losses to the holder of partnership interest A and the                   
          remaining 99 percent to partnership interest B, while the other              
          three Lincoln partnership agreements, like the CGF partnership               
          agreements, allocated .1 percent to partnership interest A and               

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