HomeMy WebLinkAbout09-12-06
ESTATE OF FLORENCE J.
GORDON, (Deceased),
: IN THE ORPHANS COURT OF
: CUMBERLAND COUNTY, PENNSYL V ~IA
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: NO. 2005-00916
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PETITION TO ISSUE CITATION
PURSUANT TO ORPHANS' COURT RULE 3
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1. The decedent, Florence J. Gordon, died testate on July 23,2005. A copy_--6f1the Death
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Certificate is attached hereto as Exhibit "A" and is incorporated herein by reference.
2. The estate of Florence J. Gordon was probated on October 17,2005. A copy of the
Certificate of Grant of Letters is attached hereto as Exhibit "B" and is incorporated herein by
reference.
3. Adam Gordon has been named Executor according to the Last Will and Testament left
by the late Florence J. Gordon. A copy of the Last Will and Testament of Florence J. Gordon is
attached hereto as Exhibit "C" and is incorporated herein by reference.
4. The estate is nearly void of assets, except for the late Florence J. Gordon's minority
ownership in the Mandon Partnership. A copy of the Mandon Partnership Agreement is attached
hereto as Exhibit "D" and is incorporated herein by reference.
5. Counsel for the Estate of Florence J. Gordon is Mark A. Mateya, Esquire. A copy of
the Estate Information Sheet and Petition for Grant of Letters is attached hereto as Exhibit "E"
and is incorporated herein by reference.
6. The surviving partners of the Mandon Partnership are, Fred R. Lerman and Robert R.
Lerman, who are represented by Richard Engel, Esquire, Nottingham Law Office, One Lincoln
Center, Syracuse, New York 13202.
7. An offer of $80,000.00 was made from Attorney Engle on behalf of Fred R. Lerman
and Robert R. Lerman, to the beneficiary Adam Gordon in exchange for his share inherited from
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the Estate of Florence J. Gordon of Mandon Partnership.
8. The beneficiary, Adam Gordon, believes that the value offered for his inherited share
of Mandon Partnership is substantially below the fair market value.
9. Attorney Mateya has negotiated on behalf of the Estate of Florence J. Gordon with
Attorney Engle, negotiating on behalf of Fred R. Lerman and Robert R. Lerman to no avail.
10. Mandon Partnership clearly states the mechanism whereby the final price is arrived
upon when the surviving partners and the new inheriting partner can not reach an agreement,
naming a M.A.!. qualified appraiser.
11. The brothers, Fred R. Lerman and Robert R. Lerman continue to the present time to
be unwilling to employ an M.A.!. approved appraiser in order to arrive at an equitable price for
the purchase of the beneficiaries share.
WHEREFORE, the Estate of Florence J. Gordon, requests this Honorable Court to issue
a Citation directing Fred R. Lerman and Robert R. Lerman comply with the language of the
Mandon Partnership Agreement, namely to hire a MAl approved appraiser and thereafter to
follow through with the purchase of the decedent's share of the Partnership, according to the
Mandon Partnership Agreement.
Respectfully submitted,
Date:
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Attorney LD. No. 78931
P.O. Box 127
Boiling Springs, P A 17007
(717) 241-6500
(717) 241-3099 Fax
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VERIFICATION
I, Adam Gordon, executor of the will of the late Florence J. Gordon I verify that the facts
set forth in the foregoing pleading are true and correct to the best of my knowledge,
information, and belief. I understand that false statements herein are subject to the
penalties of 18 Pa. e.s. ~4904, relating to unsworn falsification to authorities.
Adam Gordon ~
Executor of Estate of Florence J. Gordon
DATED: ~ 11" J00
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This is to certify that the information here given is correctly copied from an original certificate of death d~ly filed with.me as
Local Registrar. The original certificatr '. 'HI be forwarded to the State Vital Recor Jffice for permanent filing. ..
WARNING: It is illegal to duplicate this copy by photostat or photograph.
Fee for this certificate, $6.00
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. Local R gistrar
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REGISTER OF WILLS
CUMBERLAND County, Pennsylvania
CERTIFICATE OF GRANT OF LETTERS
No. 2005-00916 FA No. 21-05-0916
Es ta te Of: FLORENCE J GORDON
(First, Middle, Last)
Late Of:
SIL VER SPRING TOWNSHIP
CUMBERLAND COUNTY
Deceased
Social Securi ty No: 052-26-1718
WHEREAS, on the 17th day of October 2005 an instrument dated
May 18th 2005 was admitted to probate as the last will of
FLORENCE J GORDON
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(First, Middle, Lllst)
la te of SIL VER SPRING TO WNSHIP, CUMBERLAND County,
who died on the 23rd day of July 2005 and,
WHEREAS; a true copy of the will as probated is annexed hereto.
THEREFORE, I, GLENDA FARNER STRASBAUGH , Register of Wills in and
I
for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby
certify that I have this day granted Letters TESTAMENTARY to:
ADAM M GORDON
who has duly qualified as EXECUTORfRIX)
and has agreed to administer the estate according to law, all of which
fully appears of record in my office at CUMBERLAND COUNTY COURT HOUSE,
CARLISLE, PENNSYL VANIA.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal
of my office on the 17th day of October 2005.
,)d~enr&..~.Hl Q4 \~(]f;)kaAAuhd
Register of I S I
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eputy
**NOTE** ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST)
LAST~LLANDTESTAMENT
OF
FLORENCE J. GORDON
~(Q)fPV
I, Florence J. Gordon, of 111 Maple Drive, Mechanicsburg, Cumberland County,
Pennsylvania, make this my will. I revoke any other wills or codicils to wills made by me.
ARTICLE I. DISTRIBUTION OF MY ESTATE
A. I give my personal property, including my jewelry and all personal effects that I may
own at the time of my death to my son, Adam Gordon.
B. If my son Adam predeceases me, I leave my personal property, including my
jewelry and personal effects that I may own at the time of my death, to my daughter-in-law, Bonnie
Kimble-Gordon.
C. I leave my shares of the Mandon Partnership to my son, Adam Gordon. If my son,
Adam Gordon predeceases me, then I leave my shares of Man don Partnership to my daughter-in-law,
Bonnie Kimble-Gordon.
D. Whenever property is to be distributed to the descendants of a person (the "ancestor"),
such property shall be divided into equal shares, one share for each then living descendant in the first
generation below the ancestor in which at least one descendant is living, and one share for each
deceased descendant in such generation who has a descendant then living. Each share created for a
living descendant shall be distributed to such descendant. Each share created for a deceased
descendant shall be divided and distributed according to the directions in the two preceding
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sentences until no property remains undistributed.
E. Any beneficiary or the legal representative of any deceased beneficiary shall have the
right, within the time prescribed by law, to disclaim any benefit or power under my will and the
interest so disclaimed shall be distributed as if such beneficiary predeceased me.
F. Gifts of specific items of property mentioned in this will or any separate writing that
is binding upon my Executor shall fail to the extent that I, or any duly authorized agent of mine,
dispose of such property prior to my death. My Executor shall not substitute cash or any other assets
for any such property.
G. I give my residuary estate to my son, Adam Gordon.
H. Ifmy son Adam Gordon predecease me, I give my residuary estate to my daughter-in-
law, Bonnie Kimble-Gordon.
ARTICLE II.
PROVISIONS FOR INTERESTS VESTING IN BENEFICIARIES
UNDERAGE TWENTY-FIVE
Notwithstanding the foregoing provisions, whenever any interest in my estate vests absolutely
in a beneficiary under age twenty-five, my Trustee may retain the interest upon a separate trust and
pay to the beneficiary as much of the net income or principal as my Trustee may deem appropriate
to provide for the beneficiary's support, other needs, or education until the beneficiary reaches age
twenty-five, when the interest shall be paid outright to the beneficiary. If the beneficiary dies before
reaching that age, the interest shall constitute a part of the beneficiary's estate.
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ARTICLE III.
PAYMENT OF EXPENSES AND OTHER CHARGES
I direct my Executor to pay my funeral and burial expenses (including the cost of a
monument or marker over my grave). The estate, inheritance and similar taxes assessable on my
death (including taxes on assets not passing under this will) shall also be paid as a cost of
administering my estate and my Executor shall not request any beneficiary to pay any part of such
tax.
ARTICLE I V. APPOINTMENT OF FIDUCIARIES AND POWERS
A. I name my son, Adam M. Gordon, to be my Executor(hereinafter "Executor" and
"Trustee"). Should he fail or cease to act, I name my daughter-in-law Bonnie Kimble-Gordon, to be
my Executrix. If administration of my estate or trust should be necessary in any jurisdiction where
my Executor or my Trustee is unable to qualify, [or if my Executor or my Trustee deems it necessary
for any other reason,] I give to my Executor and my Trustee the power to designate any individual
or corporation with trust powers to serve with my Executor or my Trustee or in my Executor's or my
Trustee's stead. I request that no security be required of any Executor or Trustee, including an
Executor or Trustee named pursuant to the preceding sentence. References in my will to my
"Executor" and my "Trustee" are to the one or ones acting at the time, except where otherwise
specifically provided.
B. Any corporate Executor or Trustee shall receive for its services the compensation for
which it is willing to undertake similar services for others at the time such services are rendered, as
evidenced by its published fee schedule in effect from time to time, unless it is willing to agree upon
a fee that is less than its customary fee. [Any individual who serves as Executor or Trustee shall be
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entitled to receive reasonable compensation for his or her services and, whether or not such
individual receives compensation, shall be entitled to be reimbursed for expenses incurred for such
services.
C. I grant my Executor and my Trustee the powers set forth in 20 Pa.C.S. ~~ 3311-3332
and 20 Pa.C.S. ~9 7131-7143 respectively. In addition, my Trustee may merge any trust under this
will with any trust having the same trustee and substantially the same dispositive provisions. If at
any time after my death the size of any trust under this will is so small that, in the opinion of my
Trustee, the trust is uneconomical to administer, my Trustee may terminate the trust and distribute
the assets to the person or persons authorized to receive the trust income in such shares as my
Trustee may deem appropriate. No Trustee who is also an income beneficiary of the trust at issue
shall exercise any discretion granted in the preceding sentence. My Executor and my Trustee may
distribute tangible personal property passing to a minor to any adult person with whom the minor
resides, and that person's receipt shall be a sufficient voucher in the accounts of my Executor and
my Trustee.
ARTICLE V.
MISCELLANEOUS PROVISIONS
If any beneficiary in any manner, directly or indirectly, contests this will or any of its
provisions, any interest in my estate given to the beneficiary is revoked and shall be disposed of in
the same manner as if the beneficiary had predeceased me without leaving surviving issue.
THIS SPACE LEFT BLANK INTENTIONALLY
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ARTICLE VI.
FINAL DISPOSITION
I desire to have a modest Jewish burial, and direct the payment of my final expenses to come
from my estate, at my Executor's final discretion.
Executed this / y;tiaayof 1YJ~
, 2005.
~if~
Florence J. Gordo .
(SEAL)
Signed, sealed, published, and declared for and as her last will and testament by the
testatrix. in our presence, we all being present at the same time; and we, in her presence and at her
request and in the presence of each other, have subscribed our names as witnesses whereof, all on
the date last above written.
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COMMONWEALTH OF PENNSYLVANIA
DAUPHIN COUNTY, to wit:
Before me, the undersigned authority, on this date personally appeared Florence J. Gordon
and ~tvJt a. YrJa.b;~ ,and ~ ~ known to rne
to be the testatrix and witnesses, respectively, whose names are signed to the foregoing instrument
and, all of these persons being by me first duly sworn, Florence J. Gordon, the testatrix, declared
to me and to the witnesses in my presence that said instrument is her last will and testament and
that she had willingly signed and executed it in the presence of said witnesses as her free and
voluntary act for the purposes therein expressed, that said witnesses stated before me that the
foregoing will was executed and acknowledged by the testatrix as her last will and testament in the
presence of said witnesses who in her presence and at her request and in the presence of each other
did subscribe their names thereto as attesting witnesses on the day of the date of said will and that
the testatrix, at the time of the execution of said will, was over the age of eighteen years and of
sound and disposing mind and memory.
Sworn and acknowledged before me by Florence
'!4 Mi- 11. ~ ~I..- , witness, and
this J'!,#i-dayof ~ Cuf ,200 .
, witness,
Flol~on } ~
A-~
Notarla '
Frances A. Aumiller, Nt!
C Df Harrisburg. O~U
My ~mISSior> EXC,II';;' 81.18,
M8nDJr,PennsylvaOlaAssoclationof~~
My commission expires:
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RESTATED AGREEMENT OF GENERAL PARTNERSHIP
OF
MANnON COMPANY
November 1993
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Article
I
II
III
IV
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VI
VII
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TABLE OF CONT~NTS
FORMATION OF PARTNERSHIP....................
'NAME, PURPQSE, PLACE OF BUSINESS
AND TERM or PARTNERSHIP......................
,
DEFINITIONS. . . ,; ~ ~ . . . . . . .' . . . . . . . . . . . . .. . . . . . . .
CAPITAL CONTRIBUTIONS, ACCOUNTS AND
WITHDRA,W~S. . . . . . . . . . ... . . . . . . . . . . . · . ~ . . . " . · ·
DUTIES AND POWERS OF. PARTNERS;
PARTNERSHIP EXPENSES. ................ .......
DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROFITS AND LOSSES...................;......
VIII .' DISSOLUTION AND WINDING UP OF THE
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XI
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1
2
3
8
9
15
17
PARTNERSHIP. . . . . . . . . . . . . . . . , . . . . . . . . . , . '. . . . . 20
WITHDRAWAL AND TRANSFER BY PARTNERS.........
RECORDS AND ACCOUNTING......................
MI SCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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RESTATED AGREEMENT OF GENERAL PARTNERSHIP
OF
MANDON COMPANY
THIS IS AN AGREEMENT OF GENERAL.PARTNERSHIP made as of
October , 1993, by and among each of the persons executing
this Agreement as a Partner (hereinafter collectively referred
to as the .Partners").
AR~IGLE I
FORMATIQN OF PARTNERSHIP
1.1 Form~tion. The Partners formed a general partnership
pursuant to the laws of the State of New York on June 20, 1961.
, ,
1.2 Certificate. The Partners executed a Business
Certificate for Partners in accordance with the provisions of
the Partnership Law of the State of New York and filed the
Certificate with the Clerk of Onondaga County on June 211
1961. An Amended Business Certificate 1 changing the business
address of the Partnership, was filed with the Clerk of
Onondaga County on April 16, 1973.
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ART..ICLE I I
NAME, PURPOSE" PLACE OF BUSINESS
AND TERM OF PARTNERSHIP
2.1 ~. The name of the partnership is Mandon Company
(hereinafte~ referred to as "the Partnership-).
2.2 PurDose. ;The purpose of the Partnership is to engage
in the purchase, s~le, development, rental, repair, lease,
ownership, mort9ag~ng, of the Property, and to engage in any
other activities or transactions as may be permitted by law,
and which are necessary or desirable to accQmplish,the
foregoing purpose.
2.3 Place ~f Business. The principal place of business of
the Partnership is 6790 Schuyler Road, East Syracuse, New York
13057, or any other location as may hereafter be determined by
the Partners.
2.4 ~. The term of the Partnership commenced as of the
date of the filing of the Certificate under the laws of the
State'of New York and shall continue until June 20, 2020 unless
sooner dissolved or terminated as provided in paragraph 8.1 of
this Agreement.
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ARTICLE III
DEFINITIONS
3.1 Defini~ions. As used herein the following terms shall
have the following meanings.
(~) "Accountants" shall ~ean such firm of certified
public accountants that may be engaged for the Partnership by
the Partners.
,(b) "Affiliat~d ..F~r;:is:m" shall mean, when used with
reference to a specified' Pers'on, '( i) any Person that di rectly
or indirectly through one or more intermediaries controls or is
controlled by or is under common control with the specified
Person, (ii) any Person that is an officer, partner or trustee
of, or serves in a similar capacity with respect to, the
specified Person or of which the specified Person is an
office~, partner or trustee, or with respect to which the
specified Person serves in a similar capacity, (iii) any person
that, directly or indirectly, is the the beneficial owner of
ten percent or more of any class of equity securities of, or
otherwise has a substantial beneficial interest in, the
specified Person or of which the specified Person is ditectly
or indirectly the o~ner of ten percent or more of any class of
equity securities or in which the specified Person has a
substantial beneficial interest and (iv) any ancestor,
descendant, brother, sister or spouse of the specified Person.
(c) "Aareement" or "Partnership Aoreement.. shall mean
this Agreement, as originally executed and as amended from time
to time, as the context requires. Words such as "herein,"
"hereinafter," "hereof," "hereto," "hereby," and "hereunder,"
when used with refe+ence to this Agreement refer to this
Agreement as a >'whole, unle,ss the context otherwise requires.
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(d) "Caoital Account" shall mean the account
established and maintained for each Partner on the books of the
Partnership which account shall be credited with or increased
by (i),the amount of money contributed by him to the Partner-
ship, (ii) the fair market value of property contributed by him
to the Partnership (net of liabilities securing such
contributed property that the Partnership is considered to
assume or take subject to under Section 752 of the Code), and
(iii) allocations to him of Partnership income and gain (or
items thereOf), including income and gain exempt from tax and
income and gain described in Treasury Regulation
Section 1.104-1{b)(2)(iv)(g) (concerning allocations of income
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and loss reflected on the books of account of the Partnership
and the capital accounts of the Partners under Treasury
Regulation Section 1.704-1(b)(2)(iv)(f) to reflect fair market
value). but excluding income and gain described in Treasury
Regu'1ation Section 1.704-1(b)~4)(i) (concerning allocations of
Partnership taxable income and loss with respect to (1) prop-
erty c6ntributed to the Partnership and (2) property which has
been revalued on the books of the partnership and the capital
accounts of the Partners under Treasury Regulation Sec-
tion 1.704~1(b}(2}(iv)(f) to reflect fair market value); and is
debited with or decreased by (i) the amount of money
distributed to him by the Partnership, (ii) the fair market
value of property distributed to him (net of liabilities
securing such distributed property that such Partner is
considered to assume or take subject to under Section 752 of
the Code), (iii) allocations to him of expenditures of the
Partnership not deductible in computing the Partnership's
taxable income and not properly chargeable to a capital account.
as described in Section 705(a)(2)(B) of the Code, and
(iv) allocations of Partnership loss and deduction (or items
thereof), including loss and deduction described in Treasury
Regulation Section 1.704-1(b)(2)(iv)(g) (concerning allocations
of income and loss reflected on the books of account of the
Pa!tn~,rship with respect to (1) property contributed to the
Partnership and (2) property which has been revalued on the
books of the Partnership and the capital accounts of the
Partners under Treasury Regulation Section 1.704-1(b)(2)(iv)(f)
to reflect fair market value), but excluding items described in
(iii) above and loss or deduction described in Treasury
Regulation Section 1.704-1(b)(4)(i) or 1.704-l(b)(4)(iii)
(concerning, among other items, allocations of Partnership
taxable income and loss with respect to (1) property
contributed to the Partnership and (2) property which has been
revalued on the books of the Partnership and the capital
accounts of the Partners under Treasury Regulation
Section 1.704-1 (b)(2)(iv)(f) to reflect fair market value),
This provision and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to
comply with Treasury Regulation Section 1.704-l(b) and shall be
interpreted and applied in a manner consistent with such
Regulations. Therefore, notwithstanding anything contained
herein to the contrary and in further defining the method in
which the Capital Accounts of the Partners shall be maintained
by the Partnership as described herein, the Capital Accounts of
the Partners shall, in all respects, be maintained in
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv),
and any optional charges, credits or adjustments to such
Capital Accounts of the Partners which are provided for in such~
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Regulations, and are otherwise proper under state law and this
Agreement, and which are ~ade br the Partnership, ~~all be made
with~ny and all correlat~ve ?dJustments to the Caplt~l
Accounts of the Partners requlred by Treasury Regulat10n
section 1.704-1(b)(2)(iv).
In conformity with the foregoing, in the event that the
Partners shall determine that it is prudent to modify the
manner in which the~Capital ~ccounts, or any debits or credits
thereto, are computQd in order to comply with, such Regulations,
the Partners may make such modification, provided that''it is
hot likely to have a material effect on the amount distributed
to any Partners uPO~ the dissolution of the partnership_
Furthermore, the Partners shall adjust the amounts debited or
credited to ~he Capital Accounts of the Partners with respect
to (a) any property contributed to the Partnership or
distributed to the Partners, and (b) any liabilities secured by
such contributed or distributed property or that are assumed by
the Partnership or any Partner, in the event the Partners shall
determine such adjustments are necessary or appropriate
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv). The
Partners shall make any appropriate modification in the event
unanticipated events might otherwise cause this Agreement not
tp comply with Treasury Regula~ion Section 1.704-1(b).
In addition, upon the transfer of all, or a part of, a
Partner's interest in the Partn~r5hip, the Capital Account of
the transferor or that is attributable to the transferred
interest will carryover to the transferee Partner, giving
effect to any and all charges, credits or adjustments to the
Capital Accounts of the Partners .provided for in Treasury
Regulation Section 1.704-1(b)(2)(iv}, including any such
charges, credits or adjustments resulting from any elections
under Section 754 of the Code or from a termination of the
Partnership under Section 708(b)(1)(B).
(e) "Certificate" shall mean the Certificate of
Partnership of the Partnership, duly filed and amenged, as
herein required, in accordance wi~h (and in all respects
sufficient in form and substance under) the laws of the State
of New York.
(f) "Code" shall mean the Internal Revenue Code of
1986, as amended, or corresponding provisions of future laws.
(g) "Interest'. shall mean the ownerShip interest of a
Partner in the Partnership, including the rights and
obligations'of such Partner under this Agreement.
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(h) "Net Cash Flow" shall mean for each Fiscal Year
all cash funds of the Partnership received from operations,
. less the sum of.(i) current charges and expenses, (ii) debt
service payments with respect to any partnership loan, (iii)
expenditures for acquisition Df Partnership property and for
capital improvements or replacements not financed through
capi tal contributions, bor.rowing, or reserves previous ly set
aside by the Partnership for those purposes, and (iv) payments
to reserves for working capital, contingencies, capital
improvements, and replacements paid by the partnership in that
year. Net Cash Flow shall not incluae Net Cash Proceeds.
(i) "Net Cash ~r9ceeds" shall mean the cash proceeds
to the Partnership resulting from any loan secured by the.
Property or from the sale, eXChange, condemnation or similar
eminent domain taking, casualty, or other disposition of all or
substantially all of the Partnership's Property, or from the
sale of interests in the Partnership's Property or any other
similar items which in accordance with generally accepted
accounting principles are attributable to capital, after
payment of or provision for debts and obligations, repairs and
replacements, deduction of all expenses incurred in connection
with the cash proceeds and satisfaction of liens pertaining
thereto.
(j) "Ncnrecours@ Deductions" has the meaning set
forth in Section 1.704-2(c) of the Treasury Regulations.
(k) "Partners" shall refer, collectively, only to
those Persons admitted to the Partnership as a Partner.
Reference to a "Partner" shall be to any of the Partners.
(1) .Partnership" shall mean Mandon Company, the
general partnership subject to this Agreement.
(m) .Partnershio Lawd shall mean the New York State
Partnership Law.
(n) "Partnershio Percentaae" shall mean the
percentage set forth next to the Partner's name and address at
Exhibit A.
(0) "Person" or "person" shall mean any individual,
partnership, corporation, trust or other entity.
(p) "ProDerty" shall mean the real property described
at Exhibit B hereto, and any other property, real, personal,
tangible, or intangible, which the Partnership may acquire by
any lawful means.
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(q) RStat~" shall mean the State of New York.
(r) "Substitut:ed parl:ner" shall mean any Person
admitt~d to the Partnership as a Partner 'pursuant to Article X
'hereof.
(s) "TrQa~urv ReaulatiQns" shall mean the IncQrne Tax
Regulatiods (final, ,temporary and, as.applicable, proposed)
promulgated.,under the Code. References, to specific sections of
the Treasury Regulaeions shall be to such sections as amended,
supplemented or superseded by Treasury Regulations currently in
effect.
(t) "Withdrawa~" shall mean any of ~he following:
(i) The 'voluntary withdrawal of. a Partner from
the P~rtnership, by tender of his written resignation to
the Partnership, which withdrawal must be consented to by a
majority in interest of the remaining Partners.
(ii) The sale, assignment or encumbrance by a
Partner of his Partnership interest without the consent of
a majority in interest of the remaining Partners (subject
to, the exclusions of paragraph 9.2.
(iii) The transfer, other than by reason of a
Partner's death, of his Interest by operation of law to any
person other than the Partnership, such as, but not limited
to, a Partner's trustee in bankruptcy, a purchaser at any
creditors. or judicial sale, or the guardian or conservator
of an incompetent Partner.
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AR-r'ICLE IV
Cl\PITAL CONTRIBUTIONS. ACCOUNTS AND WITHDRAWALS
4.1 Canital Contribu~ions. Subject to the terms and
conditions of this Aqreement, ~he Partners have contributed to
the capital o~ the partnership the cash and property set forth
at Exhibit C to this Agreement. .
4.2 ~o Int.erest on Caoitpl Cont~ihut;oOs. No interest
shall be paid by the Partnership on any contribution to
Partnership capital.
4~3 Caoital Accounts. A Capital Account shall be
maintained for each Partner. A Partner shall not be entitled
to withdraw any part of his Capital Account or to receive any
distribution from the Partnership except as provided in this
Agreement.
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~~1~~L~ V
DUTIES AND POWERS OF PARTNERS;
PARTNXRSHIP EXPE~S~S
5.1 Deci&ions bY Vote Accordina to Partner's
p~T~ner~h;~ ~p.rc~nhaae. All decisions to be made by the
Partners shall be made by the casting of votes at a meeting of
such Partners. Each Partner authori~ed to vote shall be
entitled to cast one vote for every percentage point (or
fractional part thereof) in such Partner's Partnership
Percentage in effect as of the date such vote is taken. The
affirmative vote of. Partners owning greater than 50 percent of
the Partnership Percentages entitled to vote shall be required
to approve any mat~er presented for decision, except where this
Agreement shall expressly require a greater proportion of
affirmative votes, in which case such greater proportion of
affirmative votes of all the Partners shall be necessary for
approval.
The presence of Partners (by person or Proxy)
posse~~ing at least seventy-five percent (75%) of the total
Partnership Percentages held by all of the Partners shall be
~equired to constitute a quorum at any meeting of the Partners
where a vote is to be taken, except in any case where this
Agreement shall expressly require the unanimous agreement of
all Partners, in ~hich case the presence of all Partners (in
person or by written delegation of authority to vote) shall be
required for a quorum.
5.2 Proxv. Any Partner may authorize, by execution
of a Proxy, any other Partner to vote at a meeting of the
Partnership on behalf of such authori~ing Partner by Proxy
which shall be duly signed by the authorizing Partner
containing such restrictions and instruction regarding such
authority to vote (and .the period. of time for which such Proxy
shall be valid but if no period is specified such Proxy shall
be valid for one year after the date of the Proxy., or if it be
undated then one year after the date of receipt by the
Partnership) as the authori~ing Partner shall determine,
provided however that such Proxy shall not be effective unless
and until an executed copy thereof be duly filed with the .
Partnership. If any such Proxy is so given, the authorizing
Partner shall be deemed to be present at any meeting of
Partners if the Partner so authorized to vote is personally
present at such meeting.
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5.3 Annual Meetina, There shall be held an annual
meeting of all Partners at the office "of the Partnership, or
such other place as designated in the Notice of Meeting, on the
irst Tttursda in Jul at 10:00 o'clock in the forenoon of each
.~r~l Yea~ or at such other ~me or ate in eaoh year as the
Partnership shall designate and notify the Partners.
No later than ten days before each annual meeting the
Partnership .shall furnish to each Partner an agenda setting
forth all matters of business which are required by this
agreement to be, and such other matters as the Partnership
intends to be, brought before such annual meeting. Any Partner
wishing to discuss. other items shall provide Notice to the
other .pa~tners at least t~ree days prior to such annual meeting.
5.4 Soecial Meetin9. Any Partner or Partners may
call a special meeting of Partners at the office of the
Partnership, or such other place as designated in the Notice of
Meeting, on at least three days' prior Notice of the date, time
and purpose thereof, to consider any business deemed pertinent
to the Partnership.
Any meeting of the Partners shall be held at the
principal office of the Partnership, unless otherwise
designated in the Notice of Meeting.
5.5 Res~onsibilities for ManaaemeQt= ComD~n5ation.
The Partners shall share equally the responsibilities for the
management of the Partnership business and shall receive no
compensation therefore except their share of the allocations or
distributions expressly provided for in this Agreement,
provided, however, that the Partnership may authorize the
payment of salaries at professional fees to one or more
Partners, which salaries and fees shall constitute expenses of
the Partnership.
5.7 Reliance. Any person dealing with the
Partnership or the Partners may rely upon a certificate signed
by any two Partners as to:
fa) The identity of any Partner,
(b) The existence or non-existence of any fact or
facts which constitute conditions precedent to acts by the
Partnership or in any other manner germane to the affairs of
the Partnership,
(c) The Persons who are authorized ~o execut~' and
deliver any instrument or document of the Partnership, or
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(d) Any act or failure to act by the Partnership or as
to any other matter whatsoever involving the Partnership or any
Partner.
The signature of two Partners on behalf of the
Partnership on any document or instrument in connection with
any transaction herein authorized to be engaged in by the
Partnership shall be sufficient and binding upon the
Partnership .as to third parties dealing with the Partnership.
S.8 AarRQrnQnts with Partners. The Partnership may
enter into such agreements, contracts or the like, in addition
to those contemplated hereby, with any Partner in an
independent capacity, as distinguished from his" capacity as a
Partner, or an Affiliated Person to a Partner, to undertake and
carry out the business of the Partnership as if such partner
were an independent contractor, including the furniShing or
leasing of goods, the furnishing of services and supplies and
the loaning of money. Any such agreemants, contracts and
arrangements not prohibited by the preceding sentence shall. be
subject to the conditions specified in paragraph 5,.9.
5.9 ComOADsatiQO. The Partnership may pay reasonable
compensation for and on account of any services not prohibited
by paragraph 5.10 (including the payment of " reasonable
compensation to any Partner or an Affiliated Person'to a
Partner for services rendered) provided that:
(a) Any such agreements, contracts or arrangements
shall be fully and promptly disclosed to all Partners and shall
be embodied in a written contract which .precisely describes the
subject matter thereof and all compensation to be paid therefor;
(b) The compensation, price, fee, interest, charge or.
other consideration therefor shall be comparable and
compe~iti~e with that of any other Person rendering comparable
services or sellin9 or leasing comparable goods or supplies
which would reasonably be made available to the Partnership and
shall be on competitive terms, and shall be reasonable and paid
only for goods and services reasonable fot, and actually
furnished to, the Partnership;
(c) No rebates or "give-ups" may be received by any
Partner or any Affiliated Person of any Partner, nor may any
Partner or any Affiliated Person of any Partner participate in
any reciprocal business arrangements whiCh would have the
effect of circumventing any of the provisions of this
paragraph; and
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(d) Neither any Partner nor any Affiliated Person of
any Partner shall receive any brokerage commissi.on (or any
other form of compensation) from any Person in connection with
the sal~ of P~rtnership assets except with the consent of the
other Partners possessing greater than fifty percent of the
Partnership Percentages of all Partners.
,
5.10 Event of Conflict. In the case of a conflict
between a Partner's fiduciary obligation to the Partnership, on
the one hand, and his fiduciary or other obligations to other
part:ne'rships or entities' or his own. self interest I on the other
hand, the Partnership shall not enter into any transaction with
any Partner which may'significantly benefit any Partner in his
independent capacity unless. the transaction is entered into
principally for the benefi~ of the Partnership.
5.11 Consent Reauired. Without the Consent of all the
Partners, neither the Partnership nor any Partner shall have
the authority to:
(a) Do any act in contravention of this Agreements;
(b) Do any act which would make it impossible to
carry on'the ordinary business of the Partnership;
(c) Confess a judgment against the Partnership;
(d) Admit a Person as a Partner, except as provided
in this Agreement; or
(e) Terminate the Partnership for any reason other
than those set forth in paragraph 8.1.
5.12 Separate ~c~ion. No Partner acting separately
shall have the authority to, without the Consent of Partners
possessing greater than fifty percent of the Partnership
Percentages of all Partners:
(a) Sellar otherwise dispose of all or substantially
all of the assets of the Partnership to any Person, including
any Partner or Affiliated Person of any Partner, or
(b) Elect to dissolve the Partnership.
The foregoing limitations on the au~hority of the
Partnership and its Partners shall be binding only upon the
Partners but shall in no way be construed as binding upon third
parties or as limitations on the right of third parties to rely
upon the acts or signatures of the Partnership or any Partner "
thereof.
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5.13 ~n5urance. The partnership shall obtain and keep
In force dhring the term hereof fire and extended coverage,
worker's cbmpensation and public liability insurance in favor
bf the Partnership with such insurers and in such amounts as
the Partnership shall deem advisable, but in amounts not less
(and with deductible amounts not greater) than those
tustomarilY maintained with respect to properties and risks
comparable to those of the Partnership.
. 5.14 Tax Returns. The partnership shall prepare or
bause to he prepared and shall file on or before the due date
(or any e%tension thereof) any federal, state or local tax
returns required to be filed by the Partnership.
5.15 A~craisal. The Partnership shall maintain in its
records for at least five years any appraisal required by this-
agreement to be obtained in connection with any transaction,
which appraisal shall be available to any Partner and his duly
authorized representative for their inspection and duplication
at any and all reasonable times.
5.16 Fiduciarv Dutv. Each Partner shall be under a
fiduciary duty to conduct the affairs of the Partnership in the
best interests of the Partnership, including the safekeeping
and use of all Partnership funds and assets and the use thereof
for the benefit of the Partnership. Each Partner shall at all
times act in good faith and exercise due diligence in all
activities relating to the conduct of the business of the
Partnership.
5.17' Other Business ventures. The Partners may engage
in or possess interests in other business ventures of every
kind and description for their own account including, without
limitation, the ownership or management of real or personal
property similar to the real or personal property to be owned
by this partnership. Neither the Partnership nor any of the
Partners shall have any right by virtue of this Agreement in
and to such independent business venture or to the profits
derived therefrom.
5.18 Good Faith Acts. No partner shall be liable,
r~sponsible or accountable in damages or otherwise to any of
the partners for any act or omission performed or omitted by
such member in good faith on behalf of the Partnership and in a
manner reasonably believed by him to be within the scope of the
authority granted to him by this Agreement and in the best
interests' of the Partnership, provided that such Partner was
not guilty of neqligence, willful misconduct or any other
breach of his fiduciary duty with respect to such acts or ~
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omissions. Any loss or damage incurred by such Partner by
teason of act or omission performed by him in good faith on
behalf of the Partnership and in a manner reasonably believed
by him to be within the scope of the authority granted to him
by this Agreement and in the best interests of the PartnerShip
(but not, in any event, any loss or damage incurred by such
Partner by reason of negligence, willful misconduct or any
breach of his fiduciary duty with respect to such acts or
Omissions) shall be paid from Partnership assets to the extent
~vailable, but the other Partners shall not have any personal
iiability to such Pa~tner under any circumstances on account of
any 'such loss or damage incurred by such Partner or on account
of the payment thereof.
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ART!~~E VI
DISTRIBUTIONS
6.1 Net Cash Flow and Net Cash Proceeds Other than in
the EVAnt of DissOlution and Liauidation. Net Cash Flow and
Net Cash proceeds other than in the event of dissolution and
liquidation of the Partnership shall be distributed to each
Partner accordinq to each Partner's Partnership Percentage.
6.2 ~t Cash Proceeds in the Event of Dissolution and
Liauidation. Upon the dissolution of the Partnership and
liquidation of its assets:
(a) I.ax Consp-a~u:~nces tQ Dat~ of Dis~Ql\ltion. .
The Capital Accounts of the Partners shall be adjusted to the
date of dissolution to reflect income, gain, loss, or deduction
accrued or incurred, as the case may be, from the date of the
last accounting to the date of the dissolution. Any gain or
loss on disposition of Property in the process of liquidation
shall be charged or credited to the Partners' Capital Accounts
in accordance with the ptovisions of paragraph 7.1. Any
property distributed in kind in the liquidation shall be valued
and treated as though the Property were sold and the cash
proceeds where distributed. The difference between the value
of property distributed in kind and its book value shall be
treated as a gain or loss on sale of the Property and shall be
credited to the Partners' Capital Accounts in accordance with
the provisions of paragraph 7.1.
(b) Distributions in Liquidation. Following the
adjustment required by paragraph 6.2(a), the affairs of the
Partnership shall be forthwith wound-up and the proceeds from
the liquidation of the Property shall be distributed in the
following priority:
(i) First, to payor provide and reserve for all
debts (known and contingent) of the partnership including
any funds loaned or advanced to the Partnership by any of
the Partners;
(ii) The balance, if any, is to be distributed to
each Partner in accordance with his positive Capital
Account balance.
In connection with any winding up and liqUidation, the
Accountants shall compile a balance sheet of the Partnership as ,
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of the date of dissdlution, and such balance sheet shall be
furnished promptly ~o all Partners.
. (c) Distributions Accordina to positive Caoital
Account Balan~es. Notwithstanding anything contained in this
Agreement to ~he corltrary, upon liquidation of the Partnership
(or any Partner's interest in the Partnership)" l~quidating
distributions are require4 in all cases to be made in
accordance with the positive Capital Account balances of the
Partners, as' determined after taking into account all Capital
Account adjustments ,for the Partnership taxable year during
which such liquidat~on occurs (other than those made pursuant
to 'this paragraph) by the end of such taxable year (or, if
fater, within 90 days after the date of such liquidation) in
strict compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the
Treasury Regulations.
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ARTICLE VII.
PROFITS AND LOSSES
7.1 Income. G&in. Los~es. and Deductions.
(a) Gener.ally. The income, gain, losses, and
deductions of the p'artnership shall be determined for each
fiscal year in accordance with the accounting method followed
by the Partnership for federal income tax purposes and
otherwise in accordance with generally accepted accounting
principles applied in a consistent manner. Income, gain;
losses, and deductions shall be allocated to the Partners
according to their varying interests in the Pa~tnership on a
semi-monthly basis. For this purpose, the Partnership will
utilize the "interim closing of the books" method and the books
of the Partnership will be closed at the close of the 15th day
of the month and at the close of the last day of the month: In-
determining the varying interest of the Partners in the
Partnership during the semi-monthly allocation period provided
herein, Partners entering the Partnership during the first
15 days of the month shall be deemed to have entered into the .
Partnership on the first day of the month and the Partners
entering the Partnership after the 15th day of the month (but
before the end of the month) will be deemed as entering the
Partnership on the 16th day of the month.
(b) Iransferor-Transferee Allocations. As between a
Partner and his transferee, profits and losses for any month
shall be apportioned to the person who is the holder of the
Interest transferred (determined in accordance with hereof) on'
the last day of the semi-monthly allocation period provided
without regard to the results of the Partnership's operaticins
during the period before and after such transfer.
(c) Income. Gain. Lossp-s ~nd De(lJJ~ions. Income,
gain, losses, and deductions of the Partnership will be
allocated among the Partners according to each Partner's
Partnership Percentage.
7.2 R@oulatorv Allocations.
(a) Minimum Gain Chargeb~cks. The Partners shall
make such allocations of i~ems of income and gain as are
necessary to comply with the "minimum gain chargeback"
pro~isions of Sections 1.704-2(f) and 1.704-2(i)(4) of the
Treasury Regulations or any ~uccessor provisions thereto.
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(b) Parr.np-r Nonrecourse Deductions. The Partners .
shall make such allocations of "partner nonrecourse deductions"
of the Partnership as defined in Section 1.704-2(i>{2) of the
Treasury Regulations or any successor provisions thereto, as
are necessary to comply with Section 1.704-2 of the Treasury
Regulations or any successor provisions thereto.
(c) Curativ~ Allo~ations. The allocations set forth
in paragraphs 7.2(a) and (b) hereof (the "Regulatory .
Allocationsft) are intended to comply with certain requirements
of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations
(and any successor provisions thereto). Notwithstanding any
other provision of this Article, the Regulatory Allocations .
shall be taken into account in allocating other profits, losses
and it~ms of income, gain, loss and deduction amortg the
Partners' so that, to the extent possible, the net amount of
such allocations of other profits, losses and other items and
the Regulation Allocations to each Partner shall be" equal to
the net amount that would have been allocated to each such
Partner if the Regulatory Allocations had not been made.
(d) ~xcess Nonrecourse Liabilities. Solely for
purposes of determining a Partner's proportionate share of the
'.excess nonrecourse liabili ties" .of the Partnership wi thin the.
meaning of Treasury Regulation Section 1.752-3(a)(3), the
Partners' interests in Partnership profits are the same as each
Partner"s Partnership Percentage.
(e) Contributed Property.
(i) In accordance with Section. 704{c) and the
Treasury Regulations thereunder, income, gain, loss, and
deduction with respect to any property contributed to the
capital of the Partnership shall, solely for tax purposes,
be allocated among the Partners so as to take account of
any ~ariation between the adjusted basis of such property
to the Partnership for Federal income tax purposes and its
fair market value at the time of contribution.
(ii) In the event any Partnership property has'
been revalued on the books of the Partnership and the
capital accounts of the Partners under Treasury Regulation
Section 1.704-1(b)(2)(iv)(f), subsequent allocations of
income, gain, loss, and deduction with respect to such
asset shall take account of any variation between the
adjusted basis of such asset for Federal income tax
purposes and its fair market value in the same manner as
under Code Section 704(c) and the Treasury Regulations
thereunder. ~
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. .
(iii) Any elections or other decisions relating to
allocations under this pa~agraph 7.2(e) shall be made by
the Partners in any mannet that reasonably reflects the
purpose and intention of this Agreement.
7.3 IncomA Tax Elections.
(a) Section 743 ~~p Section 734 Adiustments. For
federal,' state and local income tax purposes, the income,
gains, losses and deductions of the Partnership shall, for each
ta~able period, be allocated among the Partners in accordance
with their Partnership Percentages, provided, that (i) any
adjustments made pursuant to Section 743 or 734 of the Code
shall be taken into account and (ii) items of income, gain,
loss and deduction with respect to Partnership Property
reflected in the Partners' Capital Accounts and on the books of
the Partnership at a value that differs from the Partnership's'
adjusted tax basis in such property shall be allocated, solely
for tax purposes, among the Partners so as to take account of
that difference in value in accordance with Code Section'704(c)
and Treasury Regulations Sections 1~704-1(b}(2)(iv)(f) and
1.704-1(b)(4)(i).
(b) Section 754 Election. Upon the written request
of any'partner that an election provided for in Section 754 of
the Code be made, notice shall promptly be given to all the
other Partners of such request. Unless written objection to
the making of such election is received within 30 days of such
notice, the Partnership shall. if then permitted by applicable
law, make such election. All costs and expenses incurred by
the Partnership in connection with the making of such an
election shall be borne by the partner(s) requesting the same.
7.4 Caoital Account M~intenance. Notwithstanding anything
contained in this Agreement to the contrary, the Capital
Accounts of the Partners shall, in all respects, be maintained
in accordance with Treasury Regulation .
Section 1.704-1(b)(2)(iv), and any optional charges, credits or
adjustments to such Capital Accounts of the Partners which are
provided for in such Regulations, and are otherwise proper
under state law and this A9reement, and which are made by the
Partnership shall be made with any and all correlative
adjustments to the Capital Accounts of the Partners required by
Treasury Regulation Section 1.704-1(b){2)(iv). This provision
and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with
Treasury Regulation Section 1.704-1(b) and shall be interpreted
and appli~d in a manner consistent with such Regulations.
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. .
ARTTCLE VIII
DISSOLUTION AND WINDING UP
OF THE PARTNERSHIP
8.1 DissolutiQ~ and Windinq UP.
(~) ni~~~l'ltian. .The Partnership shall be dissolv~d
upon the happening of anY,of the following events:
(i) An election to dissolve the partnership made
in writing unanimously by the Partners; "
(1i). Th~~~~~hJ~~~9val, Withdrawal, assianment
for the benef1t'of crea1cors, bankruptcy, or legal
Tncapac1 ty at a J:',~.~.t)i.~.r.L___.._.__.__. ----. .---------
- - .--...-.. .......... -- ..~
{iii} The sale, exchange, or other disposition of
all or substantially all of the Property;
(iv) The expiration of the term provided for in
patagraph 2.4; or
(v) The happening of an event that, under New
York State law, causes the dissolution of a' partnership.
(b) winding-Up. Upon the dissolution of the
Partnership, unless the Partnership is to be continued with the
consent of a majority in interest of the then existing
Partners, the Partners shall:
(i) Cause the cancellation of the Certificate;
(ii) Subject to the provisions of
paragraph 8.1(c), liquidate the partn~rship's assets: and
(iii) Apply and distribute the proceeds of such
liquidation in accordance with paragraph 6.2.
(c) Avoidqn9~ of Un~ue Loss. Notwithstanding the
provisions of paragraph 8(b), if, on dissolution of the
Partnership, the remaining Partners shall determine that an
immediate.sale of part or all of the Partnership's assets would
cause undue loss to the Partners, the remaining Partners may,
in order to avoid such 1~5ses, either:
(i) Defer the liquidation of, and withhold from .,
distribution for a reasonable time, any assets of the
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Partnership except those necessary to satisfy debts and
liabilities. of the Partnership (other than those to remain-
ing Partners) and the Partnership's obligation to a Partner
due upon his death, total and permanent disability, or
withdrawal from the Partnership; or
(ii) ;Distribute to the Partners, in lieu of cash,
undivided interests in any Partnership assets as tenants in
common"and liqdidate only such assets as are.necessary in
order to pay the debts and liabilities of the Partnership
and the obligations of the Partnership due to a terminated
Partner.
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ARTICLE IX
WJTHDRAWAL AND TRANSFER BY PARTNERS
9.1 Restriction on Assianment or Transfer. . Except as
otherwise provided in this paragraph, no Partner may sell,
assign or encumber his Partnership interest or voluntarily
withdraw from the Partnership unless (~the consent of a
majority in interest of the Partners, eXCTualng the interest of
~the w~tharaw1ng partner, ~s ootalned and (b) such sale, assign-
ment, encumbrance or withdrawal is not prohibited by law. Any
assignment by a Partner without such consent shall be deem~d to
be a withdrawal from the Partnership in contravention of this
Agreement, for which damages shall be recoverable and
liquidated, which damages shall be a charge upon .and, at the
option of the Partnership, shall be.satisfied out of any
amounts otherwise payable to the former Partner or to anyone
claiming under him. Any attachment, in whatever form, by
creditors of a Partner of his Partnership interest shall, if
such attachment continues for more than three months, be deemed
to be ~n assignment for the purpose of this Agreement.
9.2 ~ssianment as Securitv. An assignment by a Partner of
his Partnership interest as security for an obligation shall
not be deemed to be a withdrawal from the partnership under
paragraph 9.1 if, put onlv if: (a) the secured party is a
financial institution approved by the other Partners before the
date o,! such assignment and (b) the secured party is obligated
to offer to assign. the Partner's obligation, after default and
before enforcing its security interest, to the other Partners
at a price equal to the lesser of the amount in default or the
assigning Partner's capital account.
9.3 Admission of Substi~d Partner. No assignee of a
Partner shall become a substituted Partner in the place of his
assignor without the consent of all of the remaining Partners.
The Partnership shall have nO obligation to recognize, or
furnish information or make distribution to, any assignee of a
Partner who does not become a substituted Partner, and such
assignee's right shall be ~nly against his assignor.
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,.
ARTICLE X
~~CORDS AND ACCOUNTING'
10.1 Books. Reccrds. and Reoorts.
(a) Availabilitv.. At all times during the existence
of the Partnership, the Partners shall keep or cause to be kept
full and true books of account in accordance with the
accounting method fol~owed by the Partnership for federal
income tax purposes which shall reflect all Partnership
transactions and shall be appropriate and adequate for the
Partnership's business. Such books of account, together with a
copy of this Agreement and any amendments thereto and a list of
names and addresses of all of the partners shall be available
to the Partners and the Partners shall have the right at any,
time to inspect and copy from such b90ks and documents during
normal business hours upon reasonable notice.
(b) Finan~ial Rp.ports.
.' (i)
distributed to
of each fiscal
preparation of
The partners shall cause to be prepared and
each Partner, within 75 days after the close
year, all information necessary for the
the Partner's federal income tax return. "
(ii) Within 180 days after the end of each fiscal
year, the Partners shall deliver to each Partner a
financial report of the Partnership for such calendar year,
including a balance sheet, a profit and loss statement
prepared by the Accountants on the comprehensive method of
accounting (i.e., the accrual method used for federal
income tax reporting purposes), and a report by the
Partnership showing: (a) distributions to the Partners and
allocations to the Partners of partnership taxable income,
gains, losses, "deductions, credits, and item"s of tax
preference; and (b) on request, a copy of the tax returns
(federal, state, and local, if any) of the Partnership for
such ,fiscal year.
(e) Bank Accoun~s. The Partners shall open and
maintain on behalf of the Partnership a bank account or
accounts with depositaries as it shall determine, in which all
monies received by or on behalf of the partnership shall be
deposited. All withdrawals from the accounts shall be made
upon the signature of the person or persons as the Partners may
from time to time designate. "
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10.2 Accoun~ina.
i
v
(a) ~countina Deci~i9ns. All decisions as to
accounting matters shall be made by the Partners in accordance
with the cash method of accounting for tax purposes applied on
a consistent basis. Such decisions must,be acceptable to the
Accountants.
(b) 18%ahle Year and Accountina Method. The
Partnership's taxable and fiscal year shall b~ the calendar
year. The Partnership shall use the cash method of accounting
for tax purposes. ~ll elections required or permitted to be
made by the Partner~hip under the Code shall be made by the
Partners in such manner as will, in the bpinion of the
Accountants, be most advantageous to the Partners.
"
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'.
ARTICI.E XI
MISCELLANEOUS
11.1 No~i~es. Any notice, payment, demand or communication
required or permitted to be given by any provision of this
Agreement shall be in writing and shall, be deemed to have been
delivered, given and received for all purposes (a) if delivered
personally to the Partner or to an officer of the Partner to
whom the sam~ is directed, or (b) whether or not the same is
actually rece,ived, if sent by registered or certified mail,
postage and charges pre-paid, addressed as follows: if to the
Partnership, to, the principal office of the Partnership as set
forth inhparagraph 2.3 hereof, or to such other address as the
partnership may from time to time specify by notice to the
partners; if to a Partner, to such Partner at the address set
forth on Exhibit A hereto, or to such other address as such
Partner may from time to time specify by notice to the
Partnership. Any such no~ice shall be deemed to be delivered,
given and received as of the date so delivered, if delivered
personally, or as of the date on which the same was deposited
in a tegularly maintained receptacle for the deposit of United
states mail, addressed and sent as aforesaid.
11.2 Severability. Each provision hereof is intended to be
severable, and the invalidity or illegality of any provision of
this Agreement shall not affect the validity or legality of the
remainder hereof.
11.3 Cautions. Paragraph captions contained in this
Agreement are inserted only as a matter of convenience and for
reference and in no way define, limit, extend, or describe tbe
scope of this Agreement or the intent of any provision hereof.
11.4 Variation of Pronouns. All pronouns and any
variations thereof shall be deemed to refer to masculine,
feminine or neuterr singular or plural, as the identity of the
person or persons may require.
11.5 Bindipg Aareement. Subject to the restrictions on
assignment herein con~ained, the terms and provisions of this
Agreement shall be binding upon, and inure to the benefit of
the successors, assigns, personal representatives, estates,
heirs, and legatees of the respective Partners.
11.6 AD9licable Law. Notwithstanding the place where this
Agreement may be executed by any of the terms hereto, the
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II ~ J ..
parties expressly .gtee ~hat all the terms and provlslons
hereof shall be construed uBder the laws of the State and that
the partnership Law and other applicable laws of the State as
now adcpted or as ~ay hereafter amended shall govern the
partnership aspects of this Agreement.
11.7 Entire Aateemen~. This Agreement constitutes the
entire agreement of the parties hereto with ~espect to the
matters se~ forth herein and supersedes any prior understanding
or agreement, oral:or written, with respect thereto.
.
11.8 Agreementlin Counternarts.
executed in several counterparts and
constitute one Agreement, binding on
notwithstanding th~t all the parties
original or the same counterpart.
11.9 .c.o.D~j:ruction. Every covenant, term and provision of'.
this Agreement shall he construed simply according to its fair
meaning and not strictly for or against any Partner.
This Agreement may be
all so executed shall
all the parties hereto,
are not si9natories to the
11.10 lD&Qrporation bv Reference. Every exhibit, schedule
and other appendix attached to this Agreement and.referred to
here~ is hereby incorporated in this Agreement by reference.
11.11 ~urther Action. Each Partner agrees to perform all
further acts and execute, acknowledge and deliver any documents
which may be reasonably necessary, appropriate or desirable to
carry out the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the day and year first above
written.
THE PARTNERS:
,J-"
./' /~.
f'1L~! f?,~ j2A'.'lt(Q;,
Fred R. Lerrn~n
~~
PLUSCORl/586
<...-, . "./' ~ ~
.' . 1 .
Jtw,~a. \ C/o . D1/
Floreilce J. Gordon \
I .\
, U
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FAX NO.
Jan. 14 2004 03:38PM P30
STATE OF NEW YORK )
) 55.:
COUNTY OF ONONDAGA )
.. On this ~ Id y'k day Of. ~~:~~~: 1993, before me
personally came FRED'R~ LERMAN, to me known and known to me to
be the same person ~escribed in and who executed the within
instrument,_ and he 6uly aCknowledged that he e%ecut~d the same.
~ 1;h \
~ .-' I/. " t'\
fl,d,-7....:. '. A .-; iitf'/.-
Notary Public
~--
;,,:\,::,'1 PIalI...........-.
\.i~>3lt.1dinOlr&Qa...0tHft4 1M
tRrQ.. .. ...FllL1."
STATE OF NEW YORK )
) 55.:
COUNTY OF ONONDAGA ) I
n.J ~~ll.t'-
On this o~ day of r, 1993, before me
personally came ROBERT R. LERMAN, to me known and known to me
.to be the same person described in and who executed the within
instrument, and he duly acknowledged that he executed the same.
0_'(rA~ ///,~1
Notary PubllC
STATE OF NEW YORK )
) 5S.:
COUNTY OF ONONDAGA )
On this ~5 day of Ne-'1l;lilber, 1993, before! be
personally came FLORENCE J. GORDON, to melknown\and~~own to me
to be the same person described in and Wh/ ~xec~ted:~~e within
instrument, and he duly aCknOWledg~j~f.).t at hr e%i~/tiijthe same.
t 1/\ f,,; I
MM~UN B. KISSELSTEIN
th):;:.''Y ~::,).I': Jr: ~--.c ~:=:.: ~I 'J:."fJ '.O~IC / Nq-t ry ~uo 1 i c:..,
O\:~!~ c~ Cno.~8 O:.r.:, No. ~.::,~~ ! I' /
My ~omm&6iOf'I EXQ~fcOc\.o3ty~. ~!L..fol
DEWRES .:L~AA
Notary Public S!:nte of NY
Qual. Or-Otl. Co.) !io. '~v3g,Q9?
My Cv~. Exp. ~~y 9, 19~~
k J1l ~~r
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Jan. 14 2004 03:38PM P31
. .
EXHIBIT A
PARTNERS
(Under paragraph 3.l(n))
Partner
Percentage
1. Fred R. Lerman
305 Edwards Drive
Fayetteville, New York
2. Florence G. Gordon
207 Scottholm Blvd.
Syracuse, New York
33 1/3 %
33 1/3 %
3. Robert R. Lerman
8 Caton Drive
East Syracuse, New York
33 1/3 %
"
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'. '
EXHIBIT B
DESCRIPTION OF PARTNERSHIP PROPERTY
(Under paragraph 3.1(p))
-29-
-30-
~~n. 14 2004 03:39PM P32
FROm :
FAX NO.
EXHIBITC
CAPITAL CONTRIBUTIONS
(Under-paragraph 4.1)
Part:ner
Amount
1. Fred R. Lerman
.305 Edwards Drive
Fayetteville, New York
2.
Florence G. Gordon
207 Scottholm Blvd.
Syracuse, New York
Robert R. Lerman
8 Caton Drive
East Syracuse, New York
3.
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Jan. 14 2004 03:40PM PI
'.
FROtt1 : .
FAX NO.
Jan. 14 2004 03:40PM P2
SECOND AMENDMENT TO ~STATED AGREE~NT
OF
GENERAL PARTNERSHIP OF MANnON COMPANY
This is the SECOND AMENDMENT TO 1HE RESTATED AGREEMENT OF
GENERAL P AR.1NERSHIP ofMANDON COMPANY which was executed by and
among each of the persons executing this Amendment as a Partner (hereinafter '
collectively referred to as the' "Partners'') 'on the 13rd day of December, 1993 (hereinafter
refetTed to as "Restated Agreemenf'). '
The Partners hereby agree that the following provisions shall be added as Article
XII to the Restateq. Agreement, and that all other provisions therein shall remain fu full
force and effect, e~cept as the same may be altered, changed or modified by this
Amendment. "
ARTICLE XII ,
TRANSFER OF PARTNER'S INTEREST IN THE EVENT OF DEATH
12.1 Notwithstanding any provision to the contrary contained in the Restated
Agreement, including the provisions of Article VIII and any prior Amendments thereof, a
Partner may In the event ifhis or her dea~ by will or otherwise. bequeath or transfer his
or her interest in the partnerShip to his or her spouse or to all or certain ofms or her
children. The deceased Partner's spouse or such children shall, if they elect to do so
under the terms of this Amendment, succeed to the interest of the deceased Partner. In
such instance, the Partnership sh~ continue~ and the spouse or such children shall share
in the net profits or losses ofthe"Partnership in the same way the deceased Partner would
have shared 'in them. bad he or sh~ survived.
12.2 If the spouse or such children of a deceased Partner elect( s) to succeed to
his or her interest, they shall notify the surviving Partners in writing to that effect.
Notification shall be made by ce~~, or registered mail within sixty days of the death of
the deceased Partner. In the case of the succession of such childr~n, the right to succeed
to a Partner's interest must be made by:th~ deceased Partner's children who succeed to
the interest in the Partnership and who ~ust first agree to be bound by aU the temis of the
Restated Agreement, prior Amendments, and by this Amendment. The said children must
also agree in writing prior to their receivmg mty interest in the Partnership that as long as
they hold any interest in the Partnership, the surviving Partners shall be designated by the
children as managing Partner(s) who shall.\l1anage the company and make all decisions
concerning the business affairs of the comp~y. No attempt to sell or convey the interest
of a deceased P~er to any person other ttum. a sUIViving Partner, or to his or ber spouse
or such children jn the ev~t of his or her prior,death, shall be valid or enforceable.
12.3 If the spouse or any of such children of a deceased Partner do not elect to'
succeed to his or her interes~ in the mann,er stated above, the surviving Partners shall have
FROM : .
FAX NO.
Jan. 14 2ee4 e3:41PM P3
"
the right to purchase the interest of the deceased Partner in all the Partnership business
and property and shall, effective as of the date of death of the deceased Partner, asslune
all the then existing liabilities of the Partnetship. The price to be paid for such purchase
shall be equal to the sum of the following items: the capital account of the deceased
Partner as disclosed by the books of the Partnership as at the end of the last fiscal year
. before his or her death, except that any real estate shall be adjusted to fair market value.
For the purpose of the fOregoing computatio~ the books of the Partnership shall be
accepted as correct and all computations shall be made and certified by the accounting
finn servicing the Partnership at the date of de~ and when so certified, shall be binding
and conclusive. .
12.4 If the surviving Partners and the survivors of the deceased Partner shall be
unable to agree upon the fair market value of the real property owned by the Partnership,
the surviving Partners shall cause an independent appraisal of the property to be . .
performed by an Appraiser with M.A.I. credentials. The appraisal shall be binding and
conclusive.
12.5 The purchase price shall be paid .as follows: twenty per cent (20%) within
three (3) months after the date of death of the Partner and the balance in eq~al quarterly
installments over forty-eight (48) months with interest on tlte declining balance at the rate
of one per cent (1 %) per annum under the rate charged by Key Bank of Central New
York, to prime commercial borrowers on a ninety (90) day matmity basis (hereinafter
referred to as "prime rate"). The prime rate shall be set on an annual basis as close to
January 1 as ~y be feasible. Such rate shall be used for the ensuing year. If a purchase
takes place, the estate of the deceased Partner shall not be entitled to share in any increase
or profits gained. nor be liable for any losses incurred; in the business after the date of
death of the Partner. .
12.6 Each of the 'Partners hereto do severally bind themselves to execute all
documents, including their will, to provide for the continuance of the Partnership for the
full tenn thereof, to implement this Amendment, and to authorize and direct th.eir
executors, severally, to do every act needful therefor.
IN WITNESS WHEREOF, 'the parties hereto have executed and delivered this
Agreement as of the day and year first above Written~ Pi. ,~
. Fred R. Lerman
~4~
. Ro R. Lenn
2
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FAX NO.
Jan. 14 ~ 03:41PM P4
stATE OF NEW YORK.
dOUNTY OF .ONONDAG~A ) 88.: .
" O~ the I? Nay of , 2003, before me, the undersigned,
personalfyappeared FRtD R. LE , personally known to me or proved td me on the
basis of .tisfaetory evidence to be. e individual whose name is subscribed to the within
instrumeitt and acknowledged to me that he execUted the same in.his capacity, iuld that by
his signature on the instrument, the individual, or the person upon behalf ofwltlch the
individ~ ~ executed. the instrument.
)
L~~
I .
Notary "~1.1. .j.;".
.
Notary Public in the Stat~ of r,.
Qualified in OnOl'l. Ce.. No. 34.11lJ ,;.~~
STAlE OF NEW YORK) . My Commission f '''''''. ,... 2~ .
COUNTY OF ONONDAGA ) S8.:
On the;#- day Of~ ,2003, before me, the undersigned,
personally appeared ROBERT R! L AN, personally known to me or proved to me on
the basis of satisfactory evidence t e the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his capacity, and
that by his signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
Notary Pu~ieHAR L. ENGEL
Notary Public 10 1he State of New \
Qualified in Onon. Co.. No. 34.1y.'
My CommissIon Expires .h.llv 1". /
STATEOFNEWYORK )
COUNTY OF ONONDAGA ) 88.:
On the I Z day of ::fv ~ e.. , 2003, b~fore me, the undersigned,
personally appeared FLORENCE J. GORDON, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his capacity, and
thai by his signature on the instnnnent, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
BARBARA E. WALSH
No. 5001346
Rot8l'Y Public. State 01 New ~
Qualified ill Onolldaga Countv,N_
., Caminission EJpices 09108flOj.&.' .
1f6~Cti {A'KO,(1;
Notary Public
3
F.ROM . .
FAX NO.
Jan. 14 2004 03:42PM PS
DURABLE GENERAL POWER OF ATTORNEY
NEW YORK STATUTORY SHORT FORM
THE POWERS YOU GRANT BELOW CONTINUE TO BE EFFECTIVE
SHOULD YOU BECOME DISABLED OR INCOMPETENT
(CAUTION: THIS IS AN IMPORTANT DOCUMENT, IT GIVES THE PERSON WHOM YOU DESICNA "n:(VOUR "AC~N"")
8ROAD POWERS TO HANDLE YOUR PROPERTY, DURING YOUR LIFETIME, WHICH MAY INCLUDE PowERS TO
MORTGAGE, SELL, OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERT\' WITHOUT AnV ANCE NOTICE
TO YOU OR APPROVAL BY YOU. THESE POWERS WILL CONTINUE TO EXIST EVEN AFTER YOU BECOME DISABLEO
OR INCOMPETENT. THESE POWERS ARE EXPLAINED MORE FULLY IN NEW YORK GENERAL OBLICA TIONS LAW,
ARTICLE S, TITLE 15, SECI10NS 5-~502A m:aOUGH 5-1503, WHICH' EXPRESSLY. P~T THE USE OF ANY OTHER
OR DIFFERENT 'ORM OF tOWER OF ATIORNEY .
THIS DOCUMENT DOES NOT. AUI1IOlUZE ANYONE TO MAKE MEDICAL OR. 0TBE1l HEALTH CARE DECISIONS YOU MA V
. EXECUTE A HEALTH CARE PROXY TO DO THIS. .
IF THERE IS ANYTmNG ABOUT THIS FORM THAT YOU DO NOT UND'ERSTAND, YOU SHOULD ASK ALA WVER TO EXPLAIN
IT TO VOU.)
THIS IS intended to constitute a GENBRALPOWER OF ATTORNEY, pursuant to Article 5, Title 15 of
the New York General' Obligations Law: . ,
I, ~ORENC~ J. GORDON. of 159 Idlewood Boulevard. Baldwinsville. New York 13027
, . , ,(insert name and address of the princiPal) ,
..~~-':'_~...d~.hctcbv~~nit1t'M.>AM C,oRDON~ ~f607 Heritage Coutt Mech~i~bur'g~'PA i70~O' ..'-'.' "0' ,.
(Ifonc ~ ~ to,~ appoi~ced A~&. iNert ~c' name IIld addrcsa of your asent above.)
(If two (2) or marl perroDS ate to be appointed agents by You lnscrt their names and addresses above.
myattomey(s)-in-fact TO' ACT
(tfmorc rhan one llFflds designated choose ODe ofth.e fOUowins two choiOc:s by puui~g your initials in one of the bl~k spaces to the left of your choic~o
. ,
(.~......) Each agent may separately act.
, (.........) All agents must act together.
(If neither blank space is initialed, the agents will be required to act together.)
IN MY NAME, PLACE AND STEAD in any way which I myself could do, if 1 were personally present,
with respect to the following matters as each of them is defined in Title 15 Article 5 of the New York General
Obligations Law to the extent that,I am pe~itted by law to act through an agent:
DIRECTIONS: INITIAL IN THE BLANK SPACE TO THE LEFT OF YOUR CHOICE ANY ONE OR MORE OF THE
FOI..I..OWING LETTERED SUBDMSJONS AS TO WHICH YOU W AN-r:TO GIVE YOUR AGENT AUTHORITY. IFTHE BLANK
SPACE WITHIN A BOX TO THE LEFT OF ANY PARTICVLAR. U!TTERED SUBDIVISION IS NOT INITIALED, NO
AUTHORITY WILL BE 'GRANTED FOR MATfERS THAT ARE INCLUDED IN THAT SUBDIVISION.
ALTERNATIVELY, mE LETTER CORRESPONDING TO EACH l'OWER YOU WISH TO GRANT MAY BE WRlTIEN OR
TYPED ON THE BLANK LINE IN SUBDMSJON "(Q)~, AND YOU MAY THEN PUTYOVR INITIALS IN THE BLANK SPACE
TO THE LEFT OF SUBDMSION "(Q)" IN ORDER TO GRANT EA~H ~~ ~~E, PO~~.1!5 SO INDICA TED.
.' l . ,.
;.: . '.. 'f '; t.. .. '. ... ...~. ~:': :.~
\;..:,:::~.' '.:::"
: . ,...... ~.~t' .
I :;~.~:..,.,'./:...~~~:; .:....
FROM .
(........ )
(........)
(........)
(........)
(........)
(........)
(........)
(........)
(........)
(........)
(........)
(....~...)
(........) .
(........)
I (........)
(........)
<1..)
FAX NO. :
Jan. 14 2004 03:43PM P1
(A) real estate transactions;
(8) chattel and goods transac:tions;
(C) bond, share and commodity transactions;
(D) banking transac:tions;
(E) business operating transactions;
(F) insurance transactions;
(G) estate transactions;
(H) claims and litigations;
(I) personal relationships and affairs;
(J) benefits from military service;
(K) records, repons and statements;
(L) retirement benefit transactions
. (M) making gifts to my spouse, children and more remote descendants, and parents,
Dot to exceed in the aggregate S 1 0,000 to each of such persons in any year.
(N) taxmatters
(0) all other matters;
(P)' full and unqualified authority to my attomey(s)-in-factto delegate any or all of the foregoing
powers to any person or persons whom my attomey(s)-in-fact shall select;
<Q} each of the above matters ident~ed by the following letters:
..A,B,C,D,E,F,G,H,I),K,L,M,N, O,P. ....... ...... ......... ...... ....... ... ... ......... ............... ....... ...... ... .... '" .....
(Special provisions and limitations may be included in the statutory short form durable power of attorney 9PJy if they r:nnfnrm !'" 'h~
rftnnla.mlmm nfnftATtna S li,Yi .i... -ti.... If ..H,t-r -... n:' I~' ';' }
TIDS DURABLE POWER OF AITORNEY. S~L NOT BE AFFECTED. BY MY SUBSEQUENT
-..--D!SABILI'R.4)R-IN€GMPETENCE. ..- .---. ...--- _u_. ----.-.,-'. --- -_.,--
.. ...... ..._...... . ..:,...,.....:.:.:.:.:~..:_.::.~~... ..~ ,.::.",~~",":,'. ...:.;~.:.........,: " ...' ... ........._:..: ".:.. '. _.~ ~"'''''''._''''':', .::.... ...7..:"'-:':'P~~ .....-...:,..... ..,:.... ........
.. .. . If every agent naDu~d above is unable'orunwillinsto serve? I appoint 'ILENE G01U>QN..qr'87Qy ~lnj~d KinfTnnm nri~e...
AlJ$tin~ IXl 7.S.7~8 -' . . . .
(11IICtt Name lAd Address or Svtceuor)
I9J'f.ll'rJl~~1~5Wd.R~Q~EOF11IIS INS'l"KlJ~NT MAY ACT HEREUNDER, AND THAi REVOCATION
OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH mJRD PARTY UNLESS AND UNTIL ACTUAL
NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH
THIRD PARTY, AND I FOR MYSELF AND FOR MY HEms~ EXECUTOltS,LEGAL REPRESENTATIVES AND ASSIGNS,
HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROMAN>> AGAINST ANY AND
ALL CLAIMS THAT MAY ARJ.SE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING
RELIED ON THE PROVISIONS OF TmS INSTRUMENT. THIS DURABLE POWER OF ATrORNEY MAYBE REVOKED
, BY ME AT, ANY TIME., , ' .
IN WITNESS WHEREOF, I have hereunto signed my name this 24th day of March. 20 .
(You Sign Here:)
State of New York, County of Onondaga) sS.:
On this 24th day of March, 2003, before me, the undersigned, a notary public in and for said state, personally
appeared FLORENCE J. GORDON, personally known to me or proved to me on the basis of satisfactory evidence to be
the individual whose name is subscribed to the within instrument and acknowled me that she executed the same in her
capacity, and that by her signature on the instrument, the individual or the 0 of which the individual acted,
executed tbe instrument.
ROBERT F. BAlDWIN, JR.
'**'Y PUb/lc. Stat. of New York
,.., -IU! No. 028M815221
--med In Onon~. Cau~
MyCo....M... Expires 0808mber3i.a6-'.
. ,
COpy
SECONt> AMENDMENT TO ~STATEDAGREEMENT
OF
GENERAL PAR1NERSHIP OF MANDON COMPANY
This is the SECOND AMENDMENT TO THE REST A TED AGREENffiNT OF
GENERAL PARTNERSIllP ofMANDON COMPANY which was executed by and
among each of the persons executing this Amendment as a Partner (hereinafter
collectively referred to as the "Partners") on the 23rd day of December, 1993 (hereinafter
referred to as'''Restated',Agreement'').
The Partners heteby agree that the following provisions shall be added as Article
XII to the Restated Agreement, and that all other provisions therein shall remain in full
force and effect, -except as the same may be altered, changed or modified by this
Amendment.
ARTICLE XII
TRANSFER OF PARTNER'S INTEREST IN THE EVENT OF DEATH
12.1 Notwithstanding any provision to the contrary contained in the Restated
Agreement, including the provisions of Article VIll and any prior Amendments thereof, a
Partner may, in the event if his or her death, by will or otherwise, bequeath or transfer his
or her interest in the partnership to his or her spouse or to all or certain of his or her
children. The deceased Partner's spouse or such children shall, if they elect to do so
Wlder the terms of this Amendment, succeed to the interest of the deceased Partner. In
such instance, the Partnership shall continue, and the spouse or such children shall share
in the net profits or losses of the Partnership in the same way the deceased Partner would
have shared in them had he or she survived.
12.2 If the spouse or such children of a deceased Partner elect(s) to succeed to
his or her interest, they shall notify the surviving Partners in writing to that effect.
Notification shall be made by certified or registered mail within sixty days of the death of
the deceased Partner. In the case of the succession of such children, the right to succeed
to a Partner's interest must be made by the deceased Partner's children who succeed to
the interest in the Partnership and who must fIrst agree to be bound by all the terms of the
Restated Agreement, prior Amendments, and by this Amendment. The said children must
also agree in writing prior to their receiving any interest in the Partnership that as long as
they hold any interest in the Partnership, the surviving Partners shall be designated by the
children as m~ging Partner(s) who shall manage the company and make all decisions
concerning the business affairs of the company. No attempt to sell or convey the interest
ofa deceased Partner to any person other than a surviving Partner, or to his or her spouse
or such children in the event of his or her prior death, shall be valid or enforceable.
12.3 If the spouse or any of such children of a deceased Partner do not elect to
succeed to his or her interest in the manner stated above, the surviving Partners shall have
..,
. ..
"
PETITION FOR GRANT OF LETTERS
Estate of Florence J. Gordon
also kndwn as
No.
Florenc. J. Gordon
, Deceased
Social Security No. 052-26-1718
Adam M. Gordon
Petitioner(s), Who is/are 18 years of age or older, apply(ies) for:
(COMPLETE "A" OR "B" BELOW:)
[i]
A. Probate and Grant of Letters and aver that Petitioner(s) is/are the execut or
Decedent, dated 5/18/2005 and codicil(s) dated
named in the Last Will of the
State relevant circumstances, e.g., renunciation, death Of executor, ete
Except as follows, Decedent did not marry, was not divorced and did not have a child born or adopted after execution of the documents offered
for probate; was not the victim of a killing and was never adjudicated incapacitated:
o
B. Grant of Letters of Administration
(c.I.a., d.b.n.c.t.a.: pendente lite, durante absentia; durante minoritate)
Petitioner(s) after a proper search haslhave ascertained the Decedent left no Will and was survived by the following spouse
(if any) and heirs:
I Name Relationship Residence I
"
(COMPLETE IN ALL CASES:) Attach additional sheets if necessary.
Decedent was domiciled at death in Cumberland County, Pennsylvania, with his/her last family or principal
residence at 111 Maple Drive, SilversprinQ Township, MechanicsburQ
(list street, number and municipality)
Decedent, then 74 years of age, died July 23 ,2005 ,at 111 Maple Drive. MechanicsburQ, PA
(Location)
Decedent at death owned property with estimated values as follows:
(if domiciled in PA) All personal property ......................................... $
(if not domiciled in PA) Personal property in Pennsylvania .................... $
(If not domiciled in PA) Personal property in County.............................. $
Value of real estate in Pennsylvania ........................................................................................ $
Total ..................................................................................................................... $
150,000.00
150,000.00
Real Estate situated as follows:
Wherefore, Petitioner(s) respectfully request(s) the probate of the Last Will and Codicil(s) presented with this Petition and the grant of letters in
the appropriate form to the undersigned:
Signature
Typed or printed name and residence
RW.7
17055
,." t...
Oath of Personal Representative
Commonwealth of Pennsylvania
County of Cumberland
The Petitioner(s) above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true
and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent,
Petitioner(s) will well and truly administer the estate according to law.
Sworn to and affirmed and subscribed
before me this
day of
DECREE OF REGISTER
Estate of Florence J. Gordon
also known as
Deceased
No.
Social Security No: 052-26-1718
Date of Death: 7/23/2005
AND NOW, , in consideration of the Petition
on the reverse side hereon, satisfactory proof having been presented before me,
IT IS DECREED that Letters !XI Testamentary 0 of Administration
are hereby granted to Adam M. Gordon
(c.t.a., d.b.n.c.t.; pendente lite; durante absentia; durante minoritate)
in the above estate and that the instrument{s), if any, dated 5/18/05
described in the Petition be admitted to probate and filed of record as the last Will of Decedent.
FEES
Letters.. .................. ................ $
;. Short Certificate( s) ...............
$
$
$
$
$
$
Inventory & Tax Forms............. $
$
Renunciation ..........................
Affidavit (
) .......................
)..............
Extra Pages (
Codicil.................................
JCP Fee .................................
Other.... ..................................
TOTAL .......... ........ ...........$
RW-7A
Register of Wills
Attomey
Attorney: Mark A. Mateva
1.0. No: 78931
Address: P.O. Box 127
BoilinQ SprinQs
Telephone: 717-241-6500
DATE FILED:
PA 17007