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to the limited partners, and the agreement provides that
the general partner would pay interest to EA 84-III on such
advances at the rate of 12 percent per annum.
The 84 partnership agreement provides that cash from
operations is to be distributed generally in the following
order of priority: (i) To EPIC to repay any unsecured
advances made by EPIC to the partnership together with
interest; (ii) to the partners in the ratio that the
cumulative cash capital contributions of each partner bear
to the cumulative cash capital contributions of the
partners until such amounts equal the partners' cumulative
cash capital contributions; (iii) 25 percent to EPIC and 75
percent to the limited partners holding the class A, B, C,
D, E, and additional class units.
The partnership agreement further provides that
cash from sales not associated with a liquidation and/or
financings is to be distributed generally in the following
order of priority: (i) To repay the partnership debt
secured by the property sold or refinanced; (ii) to repay
general creditors of the partnership, including EPIC, any
advances with interest; (iii) to establish such reserves as
the general partner deems necessary; (iv) to the partners
in the ratio that the cumulative cash capital contributions
of each partner bear to the cumulative cash capital
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