Estate of Webster E. Kelley, Deceased, John R. Louden and Patricia L. Louden, Personal Representatives - Page 16

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          partnership property, regardless of whether specific property was           
          contributed to the partnership by a given partner; (4) limited              
          partnership interests are fully paid and nonassessable, and                 
          limited partners do not have the right to withdraw or reduce                
          their capital contributions to the partnership; (5) limited                 
          partners could be asked to lend additional money to the                     
          partnership or increase their capital contributions and may have            
          their partnership interests diluted if they do not increase their           
          contribution and other partners do make additional contributions;           
          (6) general partners are not liable personally for the return of            
          capital contributions to the partnership, and limited partners              
          have no recourse against general partners should their claims to            
          assets remaining after liquidation and discharge of debts and               
          obligations not be satisfied; (7) the general partner has sole              
          discretion to determine whether to make distributions of any                
          type; and (8) upon the dissolution of the partnership, the                  
          general partner acts as liquidator and has a reasonable amount of           
          time to wind up the partnership assets, and therefore the limited           
          partner may not obtain the final proceeds from an investment for            
          6 months or longer.                                                         
               After considering all of these factors and the results of              
          the restricted stock studies, ATI determined that a 38-percent              
          marketability discount is appropriate for an interest in KLLP.              







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