William and Arlene G. Kingston - Page 13

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            Notes was due February 3, 1986, and February 2, 1987,                                     
            respectively.                                                                             
                  As a condition of becoming a limited partner, an investor                           
            was also required to assume recourse debt of $114,578 per                                 
            partnership unit purchased, which represented his or her                                  
            proportionate share of the Limited Recourse Note executed by the                          
            partnership in connection with the purchase of the Additional                             
            Equipment from Hambrose.  The subscription agreement included the                         
            following provision:                                                                      
                        (c) The Subscriber [petitioner] understands that                              
                  pursuant to the Partnership Agreement, * * * he is agreeing                         
                  to be personally liable for his proportionate share of the                          
                  Partnership Equipment Note [Limited Recourse Note] to                               
                  Hambrose Reserve Ltd. ("Hambrose Reserve") and interest                             
                  thereon equal to $114,578 per Unit.  Such personal liability                        
                  gives Hambrose Reserve the right, at maturity, to pursue a                          
                  Limited Partner directly for the amount of the unpaid                               
                  balance of his pro rata share of the portion of the                                 
                  Partnership Equipment Note for which the Limited Partners                           
                  are personally liable.  The liability of each Limited                               
                  Partner is several and not joint.  The Subscriber further                           
                  understands that the portion of principal and interest on                           
                  the Partnership Equipment Notes for which the Limited                               
                  Partners are personally liable will not be paid until after                         
                  the nonrecourse portion of principal and interest thereon                           
                  has been paid in full.                                                              
            In other words, Hambrose had the right to pursue a limited                                
            partner directly for the amount of the unpaid balance of his or                           
            her pro rata share of the assumed portion of the Limited Recourse                         
            Note at maturity, which could extend to as late as January 1,                             
            1992 (if the deferral provisions in the Limited Recourse Note                             







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