<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) May 29, 1996
CUMBERLAND HEALTHCARE, L.P. I-A
(Exact name of registrant a specified in its charter)
Delaware 0-16415 59-2660778
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of Principal executive offices)
Registrant's telephone number (813) 573-3800
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Not Applicable
Item 2. The Registrant entered into the Purchase Agreement with
Life Care Centers of America, Inc. ("LCCA") on August 4, 1995 and
a First Amendment to Purchase and Sale Agreement with LCCA on March
11, 1996, pursuant to which LCCA agreed to purchase six nursing
homes and the Registrant's interest as lessee under a ground lease
for one other home (collectively the "LCCA Homes"). LCCA was
leasing these homes from the Registrant. The purchase price was
$17,900,000. The transaction was consummated on May 29, 1996. The
LCCA Homes consist of the 99-bed Sun City Convalescent Center (the
"Sun City Facility") in Sun City, California, the 99-bed Bel Tooren
Villa Convalescent Hospital in Bellflower, California, the 59-bed
Norwalk Villa Convalescent Hospital in Norwalk, California, the 59-
bed Rimrock Villa Convalescent Hospital (the "Rimrock Facility") in
Barstow, California, the lease interest in the 99-bed Imperial
Convalescent Hospital in La Mirada, California, the 158-bed Mirada
Hills Rehabilitation and Convalescent Hospital in La Mirada,
California, and the 87-bed La Habra Convalescent Hospital in La
Habra, California. All of the LCCA Homes were leased from the
Registrant by LCCA prior to the sale. The purchase price paid by
LCCA was as follows:
(a) LCCA assumed the indebtedness secured by a mortgage on
the Rimrock Facility as of the closing date. The balance due on
indebtedness as of closing was $1,263,431.
(b) LCCA delivered a purchase money note in the amount of
$1,000,000 guaranteed by its principal shareholder, Forrest L.
Preston, to the Registrant (the "LCCA Note"). The LCCA Note
matures on the fifth anniversary of its issuance but may be
accelerated at the option of the Partnership at the end of two
years. A portion of the accrued interest is payable monthly and
the balance is due on the maturity of the LCCA Note. However, if
the Registrant exercises its right to call the LCCA Note after two
years, the accrued interest which would otherwise be due at
maturity will be cancelled. The LCCA Note may be prepaid in full
at any time by LCCA.
(c) The balance of the purchase price ($15,636,569) was paid
in cash at closing by federal funds wire transfer to the Registrant
($1,829,930 of which was used by the Registrant to satisfy
outstanding indebtedness secured by the Sun City Facility).
After the closing, the Registrant's remaining nursing homes
consist of a 99-bed facility known as the Pacific Palms Skilled
Nursing Hospital (f/k/a Rancho Los Padres Convalescent Hospital) in
Norwalk, California which is operated by the Partnership, a 99-bed
facility known as the Paramount Chateau Convalescent Hospital in
Paramount, California which is operated by the Partnership, a 99%
interest in a 100-bed facility in Waterville, Ohio known as the
Hillcrest Care Center which is leased to a third party nursing home
operator, and a 49.5% interest in a 60-bed nursing home with a 24-
bed assisted living center in Sequim, Washington known as the
Olympic Health Care Center.
The Partnership engaged McDonald & Company Securities, Inc.
("McDonald & Company") to render an opinion on the fairness of the
financial consideration being received by the Registrant from the
sale of the LCCA Homes. Based on that analysis which included a
discounted cash flow analysis, a comparable public company
analysis, a price per bed analysis and recent long term care
transaction multiple analysis, McDonald & Company concluded that
the consideration received by the Registrant was fair from a
financial point of view.
Other than the lessor/lessee relationship for the LCCA Homes
between LCCA and the Registrant, there is no material relationship
between LCCA and the Registrant or any of their directors, officers
or affiliates.
Item 3. Not Applicable
Item 4. Not Applicable
Item 5. Pursuant to consents solicited by the Registrant in
accordance with a proxy statement dated April 17, 1996, the limited
partners of the Registrant approved a Plan of Liquidation and
Dissolution as described in such Proxy Statement.
On May 31, 1996, the Registrant received notice from Arbor
Healthcare, Inc. ("Arbor") that it intends to exercise its option
to purchase the 100-bed skilled nursing facility known as Hillcrest
Care Center located in Waterville, Ohio for $6,803,000 less
approved capital improvements made by the Lessee of $1,053,000 for
a net price of $5,750,000, subject to certain prorations and
adjustments. The purchase option is contained in the lease between
Cumberland Healthcare, L.P. I-C and Arbor dated February 1, 1989.
The Registrant owns 99% of the partnership interests of Cumberland
Healthcare, L.P. I-C. The lease granted Arbor the right to
purchase the facility prior to February 1, 1997 for the greater of
$4,624,000 or the fair market value of the facility less approved
capital improvements made to the facility by Arbor ($1,053,000),
subject to certain prorations and adjustments. The Registrant has
agreed with Arbor that $6,803,000 represents the fair market value
of the facility. Closing will occur no later than February 1,
1997. However, the parties will attempt to effectuate the closing
as soon as possible. The facility is currently leased and operated
by Arbor. The lease terminates on January 1, 1999.
Item 6. Not Applicable
Item 7. (a) None
(b) See Schedule 1 attached hereto for Proforma Financial
Information
(c) Exhibit 2.01 - Plan of Liquidation and Dissolution of
Cumberland Healthcare, L.P. I-A
Item 8. Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CUMBERLAND HEALTHCARE, L.P. I-A
(Registrant)
By: Medical Investments Partners
President
By: RJ Health Properties, Inc.
Managing General Partner
By: /s/ Fred E. Whaley, President
Date: June 13, 1996
<PAGE>
SCHEDULE 1
CUMBERLAND HEALTHCARE, L.P. I-A
PROFORMA FINANCIAL INFORMATION
The Partnership has consummated the sale of seven of its
facilities. The facilities sold are as follows: Sun City, Bel
Tooren, North Walk Villa, Rimrock, Mirada Hills, La Habra and
Imperial leasehold. The selling price for the facilities totals
$17,900,000 and was paid as follows: (1) assumption by purchaser
of loan on the Rimrock facility as of December 31, 1995
($1,268,902), (2) a note from the purchaser for $1,000,000 and (3)
the balance in cash. The gain on this sale included in equity on
the following proforma balance sheet as of December 31, 1995 is
$5,883,264.
The unaudited proforma financial information which follows presents
the operating statements as they would have appeared if the
facilities were sold and the proceeds applied as outlined in the
notes to these proforma financial statements on January 1, 1995.
The unaudited proforma financial information also presents the
balance sheet on December 31, 1995, as if the facilities were sold
and the proceeds applied, as previously discussed.
<PAGE>
CUMBERLAND HEALTHCARE L.P. I-A
CONSOLIDATED PROFORMA BALANCE SHEET
AT DECEMBER 31, 1995
AS IF THE FACILITIES WERE SOLD AND THE PROCEEDS APPLIED
ON DECEMBER 31, 1995
(UNAUDITED)
PROFORMA
BALANCE PER PROFORMA BALANCE
12/31/95 AUDIT ADJUSTMENTS 12/31/95
ASSETS:
CASH AND CASH
EQUIVALENTS 1,626,628 15,231,098 (1) 1,728,402
(1,929,324) (2)
(13,200,000) (3)
RESTRICTED CASH 59,272 --- 59,272
ACCOUNTS RECEIVABLE
(NET OF ALLOWANCE OF
$73,373) 705,511 --- 705,511
NOTE RECEIVABLE --- 1,000,000 (1) 1,000,000
DEFERRED DEBT COSTS
(NET OF ACCUM.AMORT.
OF $42,336) 71,094 --- 71,094
INTANGIBLE ASSETS
(NET OF ACCUM.AMORT.
OF $33,285) 410,513 --- 410,513
INVESTMENT PROPERTIES,
AT COST (NET OF ACCUM.
DEPR. AND AMORT. OF
$11,235,282) 19,159,419 (11,616,737) (1) 7,542,682
CONSTRUCTIONS IN
PROGRESS 74,324 --- 74,324
OTHER ASSETS 74,681 --- 74,681
TOTAL ASSETS 22,181,442 (10,514,963) 11,666,479
LIABILITIES AND
PARTNERS EQUITY:
LIABILITIES:
ACCOUNTS PAYABLE 990,359 (104,353) (1) 886,006
ACCRUED PAYROLL 236,217 --- 236,217
PAYABLE TO RELATED
PARTIES 357,453 --- 357,453
MORTGAGE NOTES
PAYABLE 7,946,917 (1,268,902) (1) 4,853,044
--- (1,824,971) (2) ---
MINORITY INTEREST 675,458 --- 675,458
TOTAL LIABILITIES 10,206,404 (3,198,226) 7,008,178
PARTNERS EQUITY:
LIMITED PARTNERS
(30,000 UNITS OUTSTAND-
ING AT 12/31/95) 12,261,618 5,765,598 (1) 4,827,216
(13,200,000) (3)
GENERAL PARTNER (286,580) 117,665 (1) (168,915)
TOTAL PARTNERS
EQUITY 11,975,038 (7,316,737) 4,658,301
TOTAL LIABILITIES &
PARTNERS' EQUITY 22,181,442 (10,514,963) 11,666,479
<PAGE>
CUMBERLAND HEALTHCARE L.P. I-A
CONSOLIDATED PROFORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
AS IF THE FACILITIES WERE SOLD AND THE PROCEEDS APPLIED ON
JANUARY 1, 1994
(UNAUDITED)
PROFORMA
BALANCE PER PROFORMA BALANCE
12/31/95 AUDIT ADJUSTMENTS 12/31/95
REVENUES:
RESIDENT SERVICES
REVENUE 5,411,349 --- 5,411,349
RENTAL INCOME 3,335,178 (2,474,732) (4) 860,446
INTEREST INCOME 62,825 100,000 (14) 162,825
TOTAL REVENUES 8,809,352 (2,374,732) 6,434,620
EXPENSES:
RESIDENT SERVICE
EXPENSES 4,734,184 --- 4,734,184
INTEREST EXPENSE 717,444 (296,044) (5) 421,400
RENT EXPENSE 300,283 (300,283) (6) -
PROPERTY MANAGEMENT
FEES -
GENERAL PARTNER 41,287 (30,934) (7) 10,353
GENERAL AND
ADMINISTRATIVE 295,637 - 295,637
DEPRECIATION AND
AMORTIZATION 709,083 (419,956) (8) 289,127
TOTAL EXPENSES 6,797,918 (1,047,217) 5,750,701
NET OPERATING
INCOME 2,011,434 (1,327,515) 683,919
MINORITY INTEREST
IN NET INCOME/LOSS
OF COMBINED
SUBSIDIARY (44,888) --- (44,888)
-----------------------------------------------
NET INCOME 1,966,546 (1,327,515) 639,031
-----------------------------------------------
ALLOCATION OF NET
INCOME/(LOSS)
LIMITED PARTNERS 1,927,215 --- 626,250
GENERAL PARTNER 39,331 --- 12,781
1,966,546 --- 639,031
-----------------------------------------------
NET INCOME PER
$1,000 LIMITED
PARTNERSHIP UNIT
OUTSTANDING 64.24 20.88
-----------------------------------------------
NUMBER OF LIMITED
PARTNERSHIP UNITS
OUTSTANDING 30,000 30,000
-----------------------------------------------
<PAGE>
CUMBERLAND HEALTHCARE L.P. I-A
CONSOLIDATED PROFORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
AS IF THE FACILITIES WERE SOLD AND THE PROCEEDS APPLIED ON
JANUARY 1, 1994
(UNAUDITED)
PROFORMA
BALANCE PER PROFORMA BALANCE
12/31/94 AUDIT ADJUSTMENTS 12/31/94
-----------------------------------------------
(restated)
REVENUES:
RESIDENT SERVICES
REVENUE 4,944,871 - 4,944,871
RENTAL INCOME 3,193,360 (2,374,345) (9) 819,015
INTEREST INCOME 37,086 1000,000 (14) 137,086
-----------------------------------------------
TOTAL REVENUES 8,175,317 (2,274,345) 5,900,972
EXPENSES:
RESIDENT SERVICES
EXPENSES 4,438,608 - 4,438,608
INTEREST EXPENSE 803,195 (477,683) (10) 325,512
RENT EXPENSE 293,099 (293,099) (11) -
PROPERTY MANAGEMENT
FEES-
GENERAL PARTNER 39,531 (29,483) (12) 10,048
GENERAL AND
ADMINISTRATIVE 110,412 - 110,412
DEPRECIATION AND
AMORTIZATION 949,708 (531,256) (13) 418,452
-----------------------------------------------
TOTAL EXPENSES 6,634,553 (1,331,521) 5,303,032
-----------------------------------------------
NET OPERATING
INCOME 1,540,764 (942,824) 597,940
MINORITY INTEREST
IN NET (INCOME)/LOSS
OF COMBINED
SUBSIDIARY 72,984 - 72,984
-----------------------------------------------
NET INCOME 1,613,748 (942,824) 670,924
-----------------------------------------------
ALLOCATION OF NET
INCOME/(LOSS)
LIMITED PARTNERS 1,581,473 657,506
GENERAL PARTNER 32,275 13,418
-----------------------------------------------
1,613,748 670,924
-----------------------------------------------
NET INCOME PER
$1,000 LIMITED
PARTNERSHIP UNIT
OUTSTANDING 52.72 21.92
-----------------------------------------------
NUMBER OF LIMITED
PARTNERSHIP UNITS
OUTSTANDING 30,000 30,000
-----------------------------------------------
<PAGE>
CUMBERLAND HEALTHCARE L.P. I-A
PROFORMA ADJUSTMENTS
(1) To record the sale of the following facilities: Bel Tooren,
Mirada Hills, North Walk Villa, La Habra, Rimrock, Sun City, and
Imperial leasehold. Per the terms of the contract the sales price
is $17,900,000 less the balance of the debt assumed by the buyer on
the Rimrock facility ($1,268,902) as of December 31, 1995) and
$400,000 in closing costs associated with the sale. This
adjustment removes the investment in the facilities and records the
receipt of the proceeds, the assumption of the note payable and the
gain on the sale.
(2) To record the repayment of the debt on the Sun City facility
of $1,824,971 and the payment of the liabilities of $104,353
related to the facilities being sold.
(3) To record the estimated distribution from the sales proceeds
to the limited partners in the amount of $13,200,000.
(4) To eliminate $2,474,732 in rental income for the facilities
being sold for the respective period.
(5) To eliminate $296,044 in interest expense for the facilities
being sold for the respective period. Interest expense for each of
the facilities being sold is as follows: Bel Tooren $104, Mirada
Hills $205, North Walk Villa $47, La Habra $85, Rimrock $108,678,
and Sun City $186,925.
(6) To eliminate $300,283 in rent expense for the facilities being
sold for the respective period.
(7) To eliminate $30,934 in property management fees paid to the
general partner for the facilities being sold for the respective
period.
(8) To eliminate $419,596 in depreciation and amortization
expenses for the facilities being sold for the respective period.
Depreciation and amortization expense for each of the facilities
being sold is as follows: Bel Tooren $66,236, Mirada Hills
$90,284, North Walk Villa $38,268, La Habra $50,831, Rimrock
$44,942, Sun City $91,537 and Imperial leasehold $37,498.
(9) To eliminate $2,374,345 in rental income for the facilities
being sold for the respective period.
(10) To eliminate $477,683 in interest expense for the facilities
being sold for the respective period. Interest expense for each of
the facilities being sold is as follows: Bel Tooren $17,651,
Mirada Hills $34,953, North Walk Villa $10,939, La Habra $14,440,
Rimrock $110,376, and Sun City $289,324.
(11) To eliminate $293,099 in rent expense for the facilities being
sold for the respective period.
(12) To eliminate $29,483 in property management fees paid to the
general partner for the facilities being sold for the respective
period.
(13) To eliminate $531,256 in depreciation and amortization
expenses for the facilities being sold for the respective period.
Depreciation and amortization expense for each of the facilities
being sold is as follows: Bel Tooren $86,873, Mirada Hills
$119,217, North Walk Villa $48,049, La Habra $67,762, Rimrock
$57,167, Sun City $120,188 and Imperial leasehold $32,000.
(14) To record the currently payable interest income on $1,000,000
purchase money note as its stated 10% current interest rate.
Management believes the amount to be fully recoverable.
Exhibit 2.01
PLAN OF LIQUIDATION AND DISSOLUTION
OF
CUMBERLAND HEALTHCARE, L.P. I-A
1. Scope of Plan. This Plan of Liquidation and
Dissolution ("Plan") provides for the complete liquidation and
dissolution of Cumberland Healthcare, L.P. I-A, a Delaware
limited partnership ("Partnership"), by providing for (a) the
sale or other disposition of all of the assets of Partnership
in an orderly liquidation and winding-up of the business of
the Partnership, (b) the dissolution of Partnership in
accordance with Delaware Limited Partnership Law and (c)
distribution to its partners of the net cash proceeds or other
assets (after payment of liabilities and expenses) to be
realized from the sales or other dispositions of its assets in
complete cancellation of each partner's partnership interest.
The liquidation, dissolution and distributions shall be
accomplished in the manner stated in this Plan.
2. Adoption of Plan by Partners. The General Partner
has determined that the Plan is advisable for the Partnership
and has submitted it to the Limited Partners for their consent
in accordance with Section 16.5 of the Limited Partnership
Agreement of the Partnership (the "Limited Partnership
Agreement"). The Plan shall be adopted and shall become
effective upon the receipt by the Partnership of the approval
to, and consent of, Limited Partners who hold a majority of
the Limited Partner's Units to dissolve, liquidate, and
terminate the Partnership in accordance with the Plan and the
Limited Partnership Agreement.
3. Sale of Assets. Following the approval of, and
consent to, the Plan by the Limited Partners, the General
Partner shall cause the Partnership to sell, convey, transfer
and deliver or otherwise dispose of all of its assets, as
follows:
(a) The General Partner shall negotiate the sale,
conveyance, transfer and delivery or other disposition of each
of the real properties of Partnership. The properties of
Partnership may be sold or otherwise disposed of individually,
together as a whole or in discrete groups to any one or more
buyers, as the General Partner shall deem advisable, in
exchange for cash, one or more promissory notes or shares of
stock of the acquiring corporation or its affiliates, or any
combination thereof.
(b) The General Partner shall negotiate the sale,
conveyance, transfer and delivery or other disposition of all
personal property and other assets of Partnership in exchange
for cash, one or more promissory notes or shares of stock of
the acquiring corporation or its affiliates, or any
combination thereof, consistent with the orderly disposition
of Partnership's real properties under this Plan.
4. Payment of and Reserve for Liabilities. After the
closing of any sale or other disposition of any real property
or other assets of Partnership, the General Partner shall pay,
or shall make adequate provision for payment of, all known
liabilities of Partnership (including expenses of the sale)
which are attributable to such real property or other assets
and which are not assumed by the buyer thereof. The General
Partner shall set aside from the cash or other proceeds of any
sale or other disposition of any real property or other assets
such additional amount as it determines to be reasonably
necessary for payment of other known liabilities or expenses
and unknown, unascertained or contingent liabilities or
expenses of Partnership.
5. Investment of Cash Proceeds. The cash proceeds of
the sale or other disposition of the real properties and
personal property assets of the Partnership, if any, shall,
pending any liquidating distributions, be invested by the
General Partner in such manner as the General Partner deems
appropriate, in its sole discretion; provided, however, that
any such proceeds will be invested by the General Partner in
such manner that Partnership will not be deemed an investment
company under, and for the purposes of, the Investment Company
Act of 1940.
6. Subsequent Sale of Non-Cash Proceeds. If and when
the real properties and personal property assets of the
Partnership are disposed of under this Plan in exchange for
one or more promissory notes or stock, the General Partner, in
its sole discretion, may sell all or a portion of such non-
cash proceeds in exchange for cash, on such terms and
conditions as shall be negotiated by the General Partner. The
General Partner shall not be required to cause the sale of
such non-cash proceeds and may, in its sole discretion, direct
the distribution in kind of all or a portion of such non-cash
proceeds to the Partners of the Partnership, in accordance
with Section 7 of this Plan.
7. Liquidation Distributions. The cash proceeds or
other assets realized from the sale or other disposition of
real properties and other assets of Partnership, and any
interest or other return thereon, shall be distributed to the
Partners of Partnership at such times and in such amounts as
shall be determined by the General Partner, in its sole
discretion, in accordance with the Limited Partnership
Agreement. Any liquidating distributions shall be made
through the agency of Gemysis, Partnership's transfer agent,
or such other agent as may be selected by the General Partner
("Transfer Agent"). At such time as the General Partner
determines that any liquidating distribution shall be made to
the Partners, the General Partner shall cause the Partnership
to deposit with the Transfer Agent the aggregate amount of
funds or other assets to be distributed to Partners as a
liquidating distribution. For the purpose of making any
liquidating distribution to the Partners, the General Partner
shall set a record date for determining the Partners entitled
to receive such liquidating distribution (any such date to be
a "Distribution Record Date"), and the Transfer Agent shall
distribute all funds or other assets deposited with it for
such purpose to the Partners of record on any such
Distribution Record Date ("Eligible Partners").
The liquidating distributions shall be in complete
liquidation of all of the outstanding partnership interests of
Partnership. At such time as Partnership makes the Final
Liquidating Distribution (as defined herein) to the Eligible
Partners, all of the partnership interests shall be deemed
cancelled.
8. Unlocated Eligible Partners. If any funds or other
assets deposited with the Transfer Agent for distribution to
Eligible Partners are not distributed because one or more
Eligible Partners cannot be located, such undistributed funds
or other assets shall be held by the Transfer Agent for a
period not less than three (3) years from the date Partnership
provides the notice to Partners in accordance with Paragraph
9(d). Such undistributed funds or other assets shall be held
by the Transfer Agent solely for the benefit of, and ultimate
distribution to, the Eligible Partners entitled to receive
such funds or other assets, who shall constitute the sole
equitable owners thereof. Upon expiration of this three (3)
year term, if there are still funds or other assets held by
the Transfer Agent because the Transfer Agent becomes unable
to locate any other Eligible Partners, Partnership shall
direct the Transfer Agent to transfer any such funds or other
assets to the state official, trustee or other person
authorized by law to receive distributions for the benefit of
unlocated Eligible Partners.
9. Cancellation. At such time as the General Partner
of the Partnership shall determine, in its sole discretion,
the Partnership shall (a) provide notice of Cancellation to
all its employees and its known creditors at their address
shown on the records of the corporation not less than 30 days
prior to the filing of the Certificate of Cancellation as
required by the Delaware Limited Partnership Law, (b) cause
Certificate of Cancellation to be prepared, executed and filed
with the State of Delaware, (c) cause any documentation
required by federal or state tax authorities to be obtained,
prepared, executed and filed, (d) after the filing of
Certificate of Cancellation, provide notice of any liquidation
distribution to Partners other than the Final Liquidating
Distribution or if no such liquidation distributions are to
occur, notice of the filing of Certificate of Cancellation, to
each Partner of the Partnership by mail at his address as it
appears on the records of the Partnership and (e) withdraw its
ability to do business as a foreign limited partnership in any
states in which it presently has such authority.
10. Power of General Partner. The General Partner shall
have authority to do or authorize any and all acts as provided
for in this Plan and any and all such further acts and things
as it may consider desirable to carry out the purposes of this
Plan, including the execution and filing of all such
certificates, documents, tax returns and other documents which
may be necessary or appropriate to implement the Plan. The
General Partner may undertake any and all actions, including
compromising claims and liabilities against or of the
Partnership, as may be necessary or appropriate to effectuate
the complete liquidation, cancellation and termination of
existence of Partnership and the distribution of its assets to
the Eligible Partners in accordance with the laws of the State
of Delaware.
11. Amendments. The General Partner of Partnership may
not modify or amend the Plan without further action by the
Limited Partners. Prior to the filing of Certificates of
Cancellation, the General Partner may abandon the Plan only
with the further approval of the Limited Partners.
12. Indemnification/Insurance. The General Partner
shall have the power and authority after the effective date of
this Plan to purchase and/or continue and maintain insurance
as it deems necessary to cover Partnership's indemnification
obligations, including insurance which shall remain in effect
subsequent to the Cancellation of Partnership in accordance
with Paragraph 9. All indemnification agreements to which the
Partnership is a party shall remain in full force and effect
after the effective date of this Plan.
1. Costs. Without limiting the authority of the
General Partner to authorize the payment of Partnership's
expenses, the General Partner is authorized, empowered and
directed to pay any and all fees and expenses incurred by
Partnership in connection with the Plan and the sale of assets
and liquidating distributions contemplated thereunder,
including, but not limited to, all legal, accounting,
printing, appraisal and other fees and expenses of persons
rendering services to the Partnership.
Exhibits: None
