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1. BWK shall hereafter continue to act as the
sole Trustee of the Hi-Chicago Trust.
2. The Trustee may, at his option, at any time,
and from time to time, seek professional investment
advice from HLF and, to the extent the Trustee may act
upon such advice, or shall choose not to act upon such
advice, he shall be exculpated from and held harmless
from and otherwise indemnified with respect to any and
all claims, demands, suits, actions, liabilities and
responsibilities arising out of or connected with
following or failing to follow such advice.
3. It is understood that at the inception of the
Trust an agreement was reached that BWK, individually,
or his designee, would at all times during the
continuance of the trust be entitled to participate in
the investments thereof by way of a so-called "carried"
interest to the extent of ten percent (10%) of any and
all profits realized from time to time by the Trust on
its individual investments, said profits interest to be
payable upon the disposition of any specific
investment, whether said investment was in the form of
a note, stock, securities, partnership interest, or
other form of property, excluding participation in any
interest realized upon deposits of the trust held for
interest only, such as savings accounts, certificates
of deposits, time deposits, or debt instruments, but
excluding any related equity property interest, subject
to the right of BWK, or his designee, at his election
with respect to any specific investment of the Trust to
which the aforesaid carried interest applies, to obtain
a distribution of a ten percent (10%) interest in said
investment in kind by payment to the Trust of ten (10%)
of the Trust's cost thereof; it is further understood
that the aforesaid agreement has heretofore, and does
presently, represent an integral part of the investment
program of the Trust; accordingly, the undersigned do
hereby ratify and consent to said agreement as
heretofore implemented and applied, and as will
hereafter be implemented and applied, in such manner as
the Trustee shall determine in accordance with
generally accepted accounting concepts of realization
of profit from each specific investment upon its
disposition for cash or other property.
4. There is attached hereto as "Exhibit A" and
"Exhibit B" a financial statement for the Trust for the
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