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consisting of a $6,540,000 promissory note and $60,000 in cash.
The closing of the offering was conditioned on SLA purchasing the
film and entering into a distribution agreement.
Under the “amended partnership agreement” (hereinafter the
partnership agreement), the “term of the Partnership shall
commence upon the recording of the Certificate of Limited
Partnership.” The partnership agreement stated that SLA would
not purchase the film unless subscriptions of $2,500,000 had been
accepted. If the capital contributions of the limited partners
were less than the total subscription amount, the general partner
could accept contributions from other persons, “and such persons
shall be admitted as Limited Partners”.
The Subscription Agreement provided that the offering would
terminate on the earliest of (1) the date the general partners in
their sole discretion determined, or (2) the outside date, July
1, 1982. The general partners had the authority to extend the
outside date to August 5, 1982. Under that agreement the limited
partners, however, could waive any of the conditions in that
agreement or in the Memorandum.
On July 30, 1982, SLA filed a Certificate of Amendment of
Certificate of Limited Partnership with the State of New York.
The certificate listed the limited partners of SLA and the amount
of their contributions. The certificate indicated that all 50
units had been purchased and listed contributions totaling
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Last modified: May 25, 2011