Interhotel Company, Ltd. - Page 6




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          the general partner.  The IHCL Restated Agreement further provided          
          that after approximately 5 years, the net losses were to be                 
          allocated to the partners on a pro rata basis.  Pursuant to the             
          IHCL Restated Agreement, IHCL’s net income was allocated to the             
          partners in the same ratio as net losses until such time as the             
          allocated amount of income equaled the amount of IHCL’s cumulative          
          net losses; thereafter, IHCL’s income would be allocated to the             
          partners pro rata.                                                          
               Moreover, as part of Dondi’s entry into IHCL, the limited              
          partnership agreements of Landmark and Gateway were amended to              
          allocate 90.91 percent of Landmark’s and Gateway’s net losses to            
          IHCL.                                                                       
               IHCL maintained capital accounts for each of its partners.             
          The partnership agreements of IHCL, Landmark, and Gateway all               
          required that upon liquidation distributions to partners would be           
          made in accordance with the partners’ positive capital account              
          balances.                                                                   
               By January 1986, Dondi had contributed $10.8 million of the            
          required $19.8 million to IHCL and agreed to pay the balance due            
          ($9 million) in subsequent quarterly installments.  Dondi                   
          encountered financial difficulties and failed to make the                   
          installment payment due January 6, 1987.  (By that time, the                
          Federal Deposit Insurance Corporation (FDIC) had become the                 
          receiver for Vernon.)  As a result, in April 1987, THEI gave Dondi          






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