Terms of the Partnership

Table Of Contents


Formation of the Partnership
Name
Definitions
Business of the Partnership
Names and Addresses of the Partners
Term
Business Office
Capital Contributions
Distributions
Allocations of Profits and Losses for Tax Purposes
Book of Accounts, Records, and Reports
Fiscal Year
Partnership Funds
Transfer of Partnership Interests and Voting
Management and Administration of Business
Dissolution of the Partnership
Winding Up, Termination, and Liquidating Distributions
Notices
Miscellaneous
Distributions

Distributions As Between Partners


Net Cash Flow shall be distributed among the Partners in accordance with their respective vested Partnership Percentages.

Timing of Distributions and Discretion of Partners as to Reinvestment

Partnership distributions, if any, will be made to those persons recognized on the books of the Partnership as Partners or as assignees of Interests on the day of the distribution. To the extent permitted by law and as permitted by any loan agreements entered into by the Partnership, the Partnership’s Net Cash Flow may in whole or in part be reinvested in the Partnership’s business or distributed to the Partners. Any distribution of Net Cash Flow will be made during the Partnership’s anniversary month.  If the Partnership has its expenses, costs, and reserves met, then the Partnership is allowed should the Managing Partner and Senior Partners (if there are any) agree to issue a Goodwill Distribution to each Partner.

In-Kind Distributions of Interest in the Thoroughbred

If the Partnership Group's Thoroughbred is syndicated, sold at auction, or sold (in full or partially) to a private interest, the funds generated in such Thoroughbred shall be distributed in accordance to what each Partner agreed to in his/her Subscription Document once all expenses, costs, and reserves have been met.  Syndicated interests shall be valued by independent appraisal at their fair market value at the date of distribution. Such value shall be treated for purposes of the Partnership’s accounts as having been realized by the Partnership in a taxable transaction, and charged to the distributee Partners’ Capital Accounts.

Decisions about syndication and/or sales shall be made by the Managing Partner and Senior Partners (if there are any) and presented to all Partners.