J.C. Shepherd - Page 8




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         entitled to make voluntary additional permanent capital                      
         contributions.  Each such contribution shall be allocated in the             
         Partnership Interests to the Partners’ permanent capital                     
         accounts.”                                                                   
              In a section captioned “DEBITS/CREDITS”, the partnership                
         agreement provides that the permanent capital account of each                
         partner shall consist of each partner’s initial capital                      
         contribution as described above increased by the “Partner’s                  
         Partnership Interest in the adjusted basis for federal income tax            
         purposes of any additional permanent capital contribution of                 
         property by a Partner (less any liabilities to which such                    
         property is subject)”.                                                       
              The partnership agreement provides that “Any Partner shall              
         have the right to receive a distribution of any part of his                  
         Partnership permanent capital account in reduction thereof with              
         the prior consent of all the other Partners.”                                
              The partnership agreement also provides that all property               
         acquired by the partnership shall be owned by the partners as                
         tenants in partnership in accordance with their partnership                  
         interests, with no partner individually having any ownership                 
         interest in the partnership property.  Additionally, each partner            
         waives any right to require partition of any partnership                     
         property.                                                                    
              Under the partnership agreement, any partner may withdraw               
         from the partnership at any time, upon written notice to the                 




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Last modified: May 25, 2011