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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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