Estate of George A. Lehmann, Deceased, Walter G. Kealy, Jr., Personal Representative - Page 5

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                  such assignment would cause a termination of the                                    
                  Partnership for federal income tax purposes, but any                                
                  such assignment shall not relieve the assigning Partner                             
                  of his obligations hereunder, unless consented to by                                
                  the other Partners; provided, however, that no such                                 
                  assignment to a person other than a person related by                               
                  blood or marriage to Marie Louise Kealy, Walter G.                                  
                  Kealy or George A. Lehmann shall be effective unless                                
                  the interest assigned is first offered to the Partners,                             
                  both collectively and individually, on the same terms                               
                  and conditions for a period of ninety (90) days                                     
                  [hereafter referred to as right of first refusal].                                  
                  The partnership agreement granted the general partners sole                         
            discretion in setting the management fee that they were entitled                          
            to receive from the partnership.  Historically, the rate had been                         
            2 percent of the partnership's gross rental income.  In 1991, the                         
            general partners raised the fee from 2 percent to 5 percent of                            
            such income.                                                                              
                  During 1983, a lawsuit was filed regarding the                                      
            interpretation of certain terms of the ground lease.  To resolve                          
            the dispute, the partnership and the lessee amended the terms of                          
            the lease on January 30, 1984, to provide for, inter alia,                                
            periodic rent adjustments during the life of the lease (fifth                             
            amendment).  The lease and the fifth amendment directed that the                          
            rent was to be adjusted every 10 years, beginning on January 1,                           
            1993, to an amount equal to a specified percentage per annum                              
            (rental rate) of the fair market value of the land on the first                           
            day of the 10-year period as if the land were not encumbered by                           
            the lease (unencumbered land).                                                            







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