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EXHIBIT 10.34
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LAREDO CANDLE COMPANY, L.P.
(A Texas Limited Partnership)
LIMITED PARTNERSHIP AGREEMENT
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Dated as of July 3, 2000
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PARTNERSHIP INTERESTS ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS
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LAREDO CANDLE COMPANY, L.P.
LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement ("Agreement") of Laredo Candle
Company, L.P., a Texas limited partnership ("Partnership"), is dated as of July
3, 2000, and is made by and between Spring Valley Scents, Inc., a Texas
corporation, as the sole general partner ("General Partner"), and Home Interiors
& Gifts, Inc., a Texas corporation ("Limited Partner"). The General Partner and
the Limited Partner are herein collectively referred to as the "Partners."
ARTICLE I
Organization
1.1 Formation. The General Partner and the Limited Partner have formed
the Partnership pursuant to and in accordance with the provisions of the Texas
Revised Limited Partnership Act (as amended from time to time, the "Act"). The
General Partner has filed, on behalf of the Partnership, a certificate of
limited partnership conforming to the Act in the office of the Secretary of
State of Texas. The term of the Partnership began upon such filing and shall
continue until liquidation and termination of the Partnership in accordance with
this Agreement or as required by the Act.
1.2 Name. The name of the Partnership is Laredo Candle Company, L.P.
The General Partner may, in its sole discretion, change the name of the
Partnership from time to time and shall give prompt written notice thereof to
each Limited Partner; provided, however, that such name may not contain any
portion of the name or xxxx of any Limited Partner without such Limited
Partner's consent. In any such event, the General Partner shall promptly file in
the office of the Secretary of State of Texas an amendment to the Partnership's
certificate of limited partnership reflecting such change of name.
1.3 Character of Business. The purposes of the Partnership shall be to
engage or participate in any lawful business activities (as determined by the
General Partner) in which a limited partnership organized in the State of Texas
may engage or participate.
1.4 Registered Office and Agent. The address of the Partnership's
registered office shall be 000 X. Xx. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000 and its registered agent at such address shall be C T Corporation System.
The principal place of business of the Partnership shall be 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000. The General Partner may change such registered
office, registered agent, or principal place of business from time to time. The
General Partner shall give prompt written notice of any such change to each
Limited Partner. The Partnership may from time to time have such other place or
places of business within or without the State of Texas as may be determined by
the General Partner.
1.5 Fiscal Year. The fiscal year of the Partnership shall end on
December 31 of each calendar year unless, for United States federal income tax
purposes, another fiscal year is required. The Partnership shall have the same
fiscal year for United States federal income tax purposes and for accounting
purposes.
ARTICLE II
Capital Contributions
2.1 Initial Capital Contributions. The Partners have contributed
capital to the Partnership in the amounts respectively set forth opposite their
names on SCHEDULE I.
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2.2 Additional Capital Contributions. The Partners may contribute
additional capital to the Partnership if, as, and when called by the General
Partner from time to time; provided, however, that no Limited Partner shall be
required to make any such capital contribution without such Limited Partner's
prior written consent. Notwithstanding any other provision of this Agreement to
the contrary, of each capital contribution to be made from time to time to the
Partnership, the General Partner shall contribute 1% and the Limited Partner
shall contribute 99%. The capital contributions commitments of the Partners
(whether now or hereafter made) are solely for the benefit of the Partners, as
among themselves, and may not be enforced by any creditor, receiver, or trustee
of the Partnership or by any other person.
2.3 No Return of Capital Contributions. No Partner is entitled to a
withdrawal or return of its capital contributions. Instead, each Partner shall
look solely to distributions from the Partnership for such purpose.
2.4 No Interest. No Partner shall be entitled to interest on its
capital contributions, and any interest actually received by reason of
investment of any part of Partnership funds shall be included in the
Partnership's property.
2.5 Partner Loans. If the Partnership shall have insufficient cash to
pay its obligations, the General Partner, in its sole discretion, may advance
such funds to the Partnership on such terms and conditions as it may determine.
Each such advance shall constitute a loan from the General Partner to the
Partnership and shall not constitute a capital contribution.
ARTICLE III
Rights and Obligations of Partners
3.1 Management. The management, control, and direction of the
Partnership and its operations, business, and affairs shall be vested
exclusively in the General Partner, who shall have the right, power, and
authority, acting solely by itself and without the necessity of approval by any
Limited Partner or any other person, to carry out any and all of the purposes of
the Partnership and to perform or refrain from performing any and all acts that
the General Partner may deem necessary, desirable, appropriate, or incidental
thereto. No Limited Partner shall participate in the management, control, or
direction of the Partnership's operations, business, or affairs, transact any
business for the Partnership, or have the power to act for or on behalf of or to
bind the Partnership, such powers being vested solely and exclusively in the
General Partner.
3.2 Liability of Partners. Neither the General Partner nor any Limited
Partner shall be personally liable for the debts or obligations of the
Partnership.
3.3 Other Activities. Neither this Agreement nor any principle of law
or equity shall preclude or limit, in any respect, the right of any Partner or
any affiliate thereof to engage in or derive profit or compensation from any
activities or investments, nor give any other Partner any right to participate
or share in such activities or investments or any profit or compensation derived
therefrom.
3.4 Transactions with Affiliates. Nothing in this Agreement shall
preclude transactions between the Partnership and any affiliate of the General
Partner acting in and for its own account.
3.5 Reimbursement of Expenses. The Partnership shall reimburse the
General Partner and its affiliates for all reasonable costs and other
obligations paid or incurred by them on behalf of the Partnership.
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ARTICLE IV
Exculpation and Indemnification
4.1 Exculpation. Neither the General Partner, its affiliates, nor their
respective officers, directors, shareholders, managers, members, partners,
employees, or agents, shall be liable, responsible, or accountable in damages or
otherwise to the Partnership or any Partner by reason of, arising from, or
relating to the operations, business, or affairs of, or any action taken or
failure to act on behalf of, the Partnership, the General Partner, or any of
their respective affiliates, except to the extent that any of the foregoing is
determined, by a final, nonappealable order of a court of competent
jurisdiction, to have been primarily caused by the gross negligence, willful
misconduct, or bad faith of the person claiming exculpation.
4.2 Indemnification. The Partnership shall indemnify the General
Partner, its affiliates, and their respective officers, directors, shareholders,
managers, members, partners, employees, and agents against any claim, loss,
damage, liability, or expense (including, reasonable attorneys' fees, court
costs, and costs of investigation and appeal) suffered or incurred by any such
indemnitee by reason of, arising from, or relating to the operations, business,
or affairs of, or any action taken or failure to act on behalf of, the
Partnership, the General Partner, or any of their respective affiliates, except
to the extent any of the foregoing is determined by final, nonappealable order
of a court of competent jurisdiction to have been primarily caused by the gross
negligence, willful misconduct, or bad faith of the person claiming
indemnification. Unless a determination has been made (by final, nonappealable
order of a court of competent jurisdiction) that indemnification is not
required, the Partnership shall, upon the request of any indemnitee, advance or
promptly reimburse such indemnitee's reasonable costs of investigation,
litigation, or appeal, including reasonable attorneys' fee; provided, however,
that as a condition of an indemnitee's right to receive such advances and
reimbursements, the affected indemnitee shall undertake in writing to repay
promptly the Partnership for all such advancements or reimbursements if a court
of competent jurisdiction determines that such indemnitee is not then entitled
to indemnification under this Section 4.2, and, at the request of the General
Partner, shall secure such repayment undertaking with a perfected first-priority
lien (in favor of the Partnership) on such indemnitee's interest in the
Partnership or on other collateral reasonably acceptable to such indemnitee and
the General Partner. No Partner shall be required to contribute capital in
respect of any indemnification claim under this Section 4.2.
ARTICLE V
Distributions and Allocations
5.1 Distributions. All cash of the Partnership (other than cash
resulting from capital contributions) shall be distributed to the Partners
promptly following receipt, and any or all other Partnership property shall be
distributed at such time or times if, as, and when determined by the General
Partner, in each case subject to any limitations imposed on such distribution by
applicable law or contract; provided, however, that distributions of cash or
other property of the Partnership shall be made only in amounts that exceed any
reserves (allocated among the Partners in accordance with their respective
distributive interests in the cash or other property to which such reserves
relate) that the General Partner from time to time determines are required or
are reasonably appropriate to be retained to meet any accrued or foreseeable
expenses, expenditures, liabilities, or other obligations of the Partnership.
Each distribution of cash or other property shall be made 1% to the General
Partner and 99% to the Limited Partner in proportion to their respective sharing
ratios then applicable to such distribution, as determined by the General
Partner in accordance with Section 2.1.
5.2 Tax Allocations. For United States federal income tax purposes,
allocations of items of income, gain, loss, deduction, expense, and credit for
each fiscal year of the Partnership shall be in accordance with each Partner's
economic interest in the respective item, as determined by the General
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Partner pursuant to Section 704(b) of the Internal Revenue Code of 1986 (as
amended from time to time, the "Code"), and the regulations promulgated
thereunder and subject to the requirements of Section 704(c) of the Code and the
regulations promulgated thereunder; provided, however, that the General Partner
shall be allocated at least 1% of all items of income, gain, loss, deduction,
expense, and credit of the Partnership. Unless the General Partner determines
otherwise, allocations shall be made to each Partner in the same manner as such
Partner (i) would be required to contribute to the Partnership or (ii) would
receive as distributions if the Partnership were to liquidate the assets of the
Partnership at their book value and distribute the proceeds in accordance with
Section 5.1; provided, however, that if any such allocation is not permitted by
applicable law, the Partnership's subsequent income, gain, loss, deduction,
expense, and credit shall be allocated among the Partners so as to reflect as
nearly as practicable the allocation used in computing capital accounts.
ARTICLE VI
Admissions, Transfers, and Withdrawals
6.1 Admission of New Partners. New Partners may be admitted to the
Partnership only with the written consent of, and upon such terms and conditions
as are approved by, the General Partner. Neither the admission of any new
Partner nor the increase in any Partner's sharing ratio shall cause the General
Partner's interest in Partnership allocations, distributions, and capital to be
less than 1%. Substituted Partners shall not be deemed new Partners for purposes
of this Section 6.1.
6.2 Transfer of Partners' Interests.
(a) No Transfers Without Consent. No Partner may transfer or
encumber all or any portion of such Partner's interest in the
Partnership without the prior written consent of the General Partner.
(b) Death, Bankruptcy, etc. of Limited Partner. In the event
of the death, incompetence, insolvency, bankruptcy, dissolution,
liquidation, or termination of any Limited Partner:
(i) the Partnership shall not be dissolved or
terminated, and the remaining Partners shall continue the
Partnership and its operations, business, and affairs until
the dissolution thereof as provided in Section 8.1;
(ii) such affected Limited Partner shall thereupon
cease to be a Partner for all purposes of this Agreement and,
except as provided in Section 6.3, no officer, partner,
beneficiary, creditor, trustee, receiver, fiduciary, or other
legal representative and no estate or other successor in
interest of such Limited Partner (whether by operation of law
or otherwise) shall become or be deemed to become a Limited
Partner for any purpose under this Agreement;
(iii) the Partnership interest of such affected
Limited Partner shall not be subject to withdrawal or
redemption in whole or in part prior to the dissolution,
liquidation, and termination of the Partnership;
(iv) the estate or other successor in interest of
such affected Limited Partner shall be deemed a transferee of,
and shall be subject to all of the obligations in respect of,
the Partnership interest of such affected Limited Partner as
of the date of death, incompetence, insolvency, bankruptcy,
dissolution, liquidation, or termination, except to
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the extent the General Partner releases such estate or
successor from such obligations; and
(v) any legal representative or successor in interest
having lawful ownership of the assigned Partnership interest
of such affected Limited Partner shall have the right to
receive notices, reports, and distributions, if any, to the
same extent as would have been available to such affected
Limited Partner.
6.3 Substituted Partners. A transferee of any general or limited
partnership interest in the Partnership may become a substituted General or
Limited Partner (as the case may be), as to the interest in the Partnership
transferred, in place of the transferor only upon the written consent of the
General Partner. The General Partner or its affiliates shall have the right to
be a Limited Partner or to become a substituted Limited Partner. Unless a
transferee of any Partnership interest of a Partner becomes a substituted
General Partner or substituted Limited Partner in accordance with the provisions
of this Agreement, such transferee shall not be entitled to any of the rights
granted to a Partner hereunder other than the right to receive all or part of
the share of the income, gains, losses, deductions, expenses, credits,
distributions, or returns of capital to which its transferor would otherwise be
entitled in respect of the Partnership interest so transferred.
6.4 Withdrawal of Partners. Except as permitted by Section 6.2 or by
this Section 6.4, no Partner shall have any right to withdraw or resign from the
Partnership, unless such Partner transfers its entire interest in the
Partnership to one or more transferees, all of whom have been admitted as
substituted General or Limited Partners (as the case may be) in accordance with
Section 6.3. The General Partner may not be removed, suspended, or (except as
provided in Section 8.1) replaced without its consent.
ARTICLE VII
General Accounting Provisions and Reports
7.1 Books of Account; Tax Returns. The General Partner shall prepare
and file, or shall cause to be prepared and filed, all United States federal,
state, and local income and other tax returns required to be filed by the
Partnership and shall keep or cause to be kept complete and appropriate records
and books of account in which shall be entered all such transactions and other
matters relative to the Partnership's operations, business, and affairs as are
usually entered into records and books of account that are maintained by persons
engaged in business of like character or are required by the Act. Such books and
records shall be maintained in accordance with the basis utilized in preparing
the Partnership's United States federal income tax returns, which returns, if
allowed by applicable law, may in the discretion of the General Partner be
prepared on either a cash basis or accrual basis.
7.2 Place Kept; Inspection. The books and records shall be maintained
at the principal place of business of the Partnership, and all such books and
records shall be available for inspection and copying at the reasonable request,
and at the expense, of any Partner during the ordinary business hours of the
Partnership.
7.3 Tax Matters Partner. The General Partner shall be the tax matters
partner of the Partnership and, in such capacity, shall exercise all rights
conferred, and perform all duties imposed, upon a tax matters partner under
Sections 6221 through 6233 of the Code and the regulations promulgated
thereunder.
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ARTICLE VIII
Dissolution and Termination
8.1 Dissolution. The Partnership shall be dissolved upon the first to
occur of the following events:
(a) the election of the General Partner to dissolve the
Partnership at any time with the consent of the Limited Partners then
representing a majority in interest of all Limited Partners;
(b) the election of the General Partner to dissolve the
Partnership at any time if all or substantially all of the
Partnership's assets shall have been sold or disposed of or shall
consist of cash;
(c) the General Partner shall have withdrawn from the
Partnership within the meaning of the Act, or any other mandatory
dissolution event specified in the Act shall have occurred;
(d) the General Partner shall have (i) made a general
assignment for the benefit of creditors, (ii) filed a voluntary
petition in bankruptcy, (iii) filed a petition or answer seeking for
itself any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any bankruptcy or
debtor relief law, (iv) filed an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against
it in any bankruptcy or insolvency proceeding brought against it, or
(v) sought, consented to, or acquiesced in the appointment of a
trustee, receiver, or liquidator of the General Partner or of all or
any substantial part of its property;
(e) if within 120 days after the commencement of any
proceeding against the General Partner seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any bankruptcy or debtor relief law, the
proceeding shall not have been dismissed;
(f) if within 120 days after the appointment (without the
General Partner's consent or acquiescence) of a trustee, receiver, or
liquidator of the General Partner or of all or any substantial part of
its property, the appointment shall not have been vacated or stayed; or
(g) if within 120 days after the expiration of any such stay,
the appointment shall not have been vacated.
Notwithstanding the foregoing provisions of this Section 8.1, the
Partnership shall not be dissolved upon the occurrence of an event
specified in clause (c) through (g) of this Section 8.1 if within 90
days after such occurrence a majority in interest (under applicable
United States federal income tax principles) of the remaining Partners
agree in writing to continue the business of the Partnership and to the
appointment, effective as of the date of withdrawal, of a successor
general partner.
8.2 Accounting. Following the dissolution of the Partnership (without
reconstitution) pursuant to Section 8.1, the books of the Partnership shall be
closed, and a proper accounting of the Partnership's assets, liabilities, and
operations shall be made by the General Partner, all as of the most recent
practicable date. The General Partner shall serve as the liquidator of the
Partnership unless it fails or refuses to serve or the Partnership has been
dissolved (without reconstitution) as a result of any event
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specified in clauses (d) through (g) of Section 8.1. If the General Partner does
not serve as the liquidator, one or more other persons may be elected to serve
by consent or vote of the Limited Partners then representing a majority in
interest of all Limited Partners. The liquidator shall have all rights and
powers that the Act confers on any person serving in such capacity. The expenses
incurred by the liquidator in connection with the dissolution, liquidation, and
termination of the Partnership shall be borne by the Partnership.
8.3 Termination. As expeditiously as practicable, but in no event later
than one year (except as may be necessary to realize upon any material amount of
property that may be illiquid), after the dissolution of the Partnership
(without reconstitution) pursuant to Section 8.1, the liquidator shall cause the
Partnership (i) to pay the current liabilities of the Partnership and (ii)
establish a reserve fund (which may be in the form of cash or other property, as
the liquidator shall determine) for any and all other liabilities, including
contingent liabilities, of the Partnership in a reasonable amount determined by
the liquidator to be appropriate for such purposes or otherwise make adequate
provision for such other liabilities. The liquidator may sell property, if any,
of the Partnership for cash or other consideration and shall cause all remaining
cash or other property, if any, of the Partnership (after paying all liabilities
and establishing a reserve fund as provided in the preceding sentence) to be
distributed to the Partners in accordance with Section 5.1. Thereafter, all
remaining cash or other property, if any, of the Partnership shall be
distributed to the Partners in accordance with the provisions of Section 5.1. At
the time final distributions are made in accordance with Section 5.1, a
certificate of cancellation shall be filed in accordance with the Act, and the
legal existence of the Partnership shall terminate; provided, however, that if
at any time thereafter any reserved cash or property is released because in the
judgment of the liquidator the need for such reserve has ended, then such cash
or property shall be distributed in accordance with Section 5.1.
8.4 No Negative Capital Account Obligation. Notwithstanding any other
provision of this Agreement to the contrary, in no event shall any Partner who
has a negative capital account upon final distribution of all cash and other
property of the Partnership be required to restore such negative account to
zero.
8.5 No Other Cause of Dissolution. The Partnership shall not be
dissolved, or its legal existence terminated, for any reason whatsoever except
as expressly provided in this Article VIII.
8.6 Merger and Conversion. The Partnership may, with the written
consent of the General Partner and the consent or vote of Limited Partners then
representing a majority in interest of all Limited Partners, adopt (i) a plan of
merger and engage in any merger permitted by applicable law, or (ii) a plan of
conversion and engage in any conversion permitted by applicable law.
ARTICLE IX
Miscellaneous
9.1 Waiver of Partition. Each Partner hereby irrevocably waives any and
all rights that it may have to maintain an action for partition of any of the
Partnership's property.
9.2 Entire Agreement. This Agreement constitutes the entire agreement
among the Partners in respect of the subject matter hereof and supersedes any
prior agreement or understanding among them in respect of such subject matter.
All duties and liabilities (fiduciary and otherwise) of the General Partner and
its affiliates are restricted to those expressly stated in this Agreement.
9.3 Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid under the applicable law of any jurisdiction, the
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remainder of this Agreement or the application of such provision to other
persons or circumstances or in other jurisdictions shall not be affected
thereby. Also, if any provision of this Agreement is invalid or unenforceable
under any applicable law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
with such law. Any provision hereof that may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision hereof.
9.4 Notices. All notices, requests, demands, consents, votes,
approvals, waivers, and other communications hereunder shall be effective only
if in writing and shall be deemed to have been duly given if sent by overnight
courier, hand delivered, mailed (first class certified mail, postage prepaid),
or sent by facsimile if to the Partners, at the addresses or facsimile numbers
set forth on SCHEDULE I hereto, and if to the Partnership, at the address of its
principal place of business referred to in Section 1.4, or to such other address
or facsimile number as the Partnership or any Partner shall have last designated
by notice to the Partnership and all other parties hereto in accordance with
this Section 9.4. Notices sent by hand delivery shall be deemed to have been
given when received; notices mailed in accordance with the foregoing shall be
deemed to have been given three days following the date so mailed; notices sent
by facsimile shall be deemed to have been given when electronically confirmed;
and notices sent by overnight courier shall be deemed to have been given on the
next business day following the date so sent.
9.5 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS).
9.6 Successors and Assigns. Except as otherwise specifically provided
in this Agreement, this Agreement shall be binding upon and inure to the benefit
of the Partners and their respective heirs, legal representatives, successors
and permitted assigns.
9.7 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall constitute one and the same instrument.
9.8 Headings. The section and article headings in this Agreement are
for convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.
9.9 Other Terms. All references to "Articles," "Sections," and
"Schedules" contained in this Agreement are, unless specifically indicated
otherwise, references to articles, sections, and schedules of or to this
Agreement. Whenever in this Agreement the singular number is used, the same
shall include the plural where appropriate (and vice versa), and words of any
gender shall include each other gender where appropriate. As used in this
Agreement, the following words or phrases shall have the meanings indicated: (i)
"or" means "and/or"; (ii) "day" means a calendar day; (iii) "include,"
"including," or their derivatives means "including without limitation"; (iv)
"laws" means statutes, regulations, rules, judicial orders, and other legal
pronouncements having the effect of law; (v) "majority in interest of all
Limited Partners" means Limited Partners whose sharing ratios represent at least
a majority of the sharing ratios of all Limited Partners, and (vi) "person"
means any individual, corporation, partnership, limited liability company, joint
venture, trust, unincorporated association, or other form of business or legal
entity or governmental entity. Whenever any provision of this Agreement requires
or permits the General Partner to take or omit to take any action, or make or
omit to make any decision, unless the context clearly requires otherwise, such
provision shall be interpreted to authorize an action taken or omitted, or a
decision made or omitted, by the General Partner acting alone and in good faith.
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9.10 Amendments and Waivers. This Agreement may be modified or amended,
or any provision hereof waived, only with the written consent of the General
Partner and each Limited Partner.
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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned Partners have executed this
Agreement effective as of the date first written above.
GENERAL PARTNER:
SPRING VALLEY SCENTS, INC.
By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
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Title: Vice President
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LIMITED PARTNER:
HOME INTERIORS & GIFTS, INC.
By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
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Title: Vice President, Finance and CFO
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LAREDO CANDLE COMPANY, L.P.
SCHEDULE I
Partner and Address Capital Contribution Sharing Ratio
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GENERAL PARTNER
Spring Valley Scents, Inc. $ 87,000 1.0000%
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
LIMITED PARTNER
Home Interiors & Gifts, Inc. $8,613,000 99.0000%
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
TOTAL ALL PARTNERS: $8,700,000 100.000000%
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