Susan L. Abelein - Page 17

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               •    All partners who originally assumed personal                      
                    liability for a portion of the partnership debt                   
                    during the first year of the partnership --                       
                    whether they are now determined to be active or                   
                    inactive partners -- will be assigned a share of                  
                    the lower amount of recognized partnership debt                   
                    described above.  Each partner’s share will be the                
                    exact same percentage as his/her share of the                     
                    partnership debt originally assumed.                              
                        *     *     *     *     *     *     *                         
               •    Inactive partners are deemed to have liquidated                   
                    their respective partnership interest when they                   
                    abandon it, according to the following guidelines:                
                    "    The amount realized by partners on the                       
                         liquidation of their partnership interest                    
                         will be the amount of the assumed liability                  
                         for which they remained liable when they                     
                         abandoned their interest in the partnership.                 
                         This amount is the partner’s share of the                    
                         lower recognized partnership debt described                  
                         above.                                                       
                    "    The deemed liquidation of partnership                        
                         interest by inactive partners will occur on                  
                         December 31 of the year they become inactive,                
                         as described above.                                          
               •    In computing “At Risk,” active partners are                       
                    entitled to include their prorated share of                       
                    partnership debt which was previously attributable                
                    to inactive partners for purposes of “At Risk” and                
                    basis.  Active partners assume this additional                    
                    debt on the date an inactive partner is deemed to                 
                    have liquidated his/her partnership interest, as                  
                    described in the immediately preceding paragraph.                 
               •    Profits, losses and credits -- after considering                  
                    Mr. Hoyt’s share -- are allocated strictly on the                 
                    basis of capital account.  This means that each                   
                    partner’s interest in the credits, profits and/or                 
                    loss is calculated annually by comparing the                      
                    partner’s capital account to the aggregate of the                 
                    capital accounts of all partners in the                           
                    partnership.                                                      






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Last modified: May 25, 2011