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4. The Partnership Agreement
Negotiations were conducted at two meetings held in Bermuda
on October 18 through 19, and October 27, 1989. The meetings
were attended by, inter alia, Heidtke, Pohlschroeder, and Belasco
from Colgate; Taylor and Fields from Merrill; de Beer and
den Baas from ABN. By agreement dated as of October 27, 1989
(the Partnership Agreement), ACM was formed as a general
partnership under New York law with its principal place of
business in Curacao, Netherlands Antilles.6 The partners'
initial capital contributions were determined to be as follows:
Partner Capital Contribution Percentage of Total
Kannex $169,400,000 82.63
Southampton 35,000,000 17.07
MLCS 600,000 .29
205,000,000 1100.00
1 Includes rounding error of .01
The conduct of the business and affairs of the partnership
would be under the direction of a partnership committee (the
Partnership Committee) composed of a representative of each of
the three partners. In general, action by the Partnership
Committee required the assent of partners having an aggregate
capital account balance equal to at least 99 percent of the total
partners' capital. The affirmative concurrence of both Kannex
6 The original name of the partnership was CAM Partnership.
At the first meeting of the Partnership Committee, for reasons
not disclosed in the record, the initials of Colgate and ABN
(A) were reversed, and the name became ACM.
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