ASA Investerings Partnership, Alliedsignal Inc., Tax Matters Partner - Page 13

                                                    - 13 -13                                                      


                    Management:  ASA would be governed by a partnership                                           
             committee, consisting of Mr. Matthews, representing AlliedSignal                                     
             and ASIC, and Mr. de Beer, representing Barber and Dominguito.                                       
             An act of the partnership committee generally would require the                                      
             consent of partners whose partnership percentages totaled at                                         
             least 95 percent.                                                                                    
                    Income Allocations:  Generally, ASA's net income would be                                     
             allocated as follows:  If the combined capital of Barber and                                         
             Dominguito exceeded 50 percent of the capital of all the                                             
             partners, income would be allocated first to AlliedSignal and                                        
             ASIC in an amount limited to their invested capital multiplied by                                    
             the 90-day Treasury bill rate plus 10 b.p., then to Barber and                                       
             Dominguito in an amount limited to their invested capital                                            
             multiplied by LIBOR plus 1 b.p., and the balance to each partner                                     
             in proportion to its respective partnership interest.  If                                            
             Barber's and Dominguito's combined capital did not exceed 50                                         
             percent, net income would be allocated in proportion to each                                         
             partner's interest.                                                                                  


                    Loss Allocations:  Generally, ASA's losses would be                                           
             allocated to each partner in proportion to its respective                                            
             partnership interest.  Any loss attributable to the bankruptcy of                                    
             an issuer of a debt instrument, however, would be allocated as                                       
             follows:  If the combined capital of Barber and Dominguito                                           




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Last modified: May 25, 2011