ML LEE ACQUISITION FUND L P, PRE 14A, 1999-05-10

ML LEE ACQUISITION FUND L P
PRE 14A, 1999-05-10

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MLLEEB

ML-LEE ACQUISITION FUND, L.P.
World Financial Center - South Tower
New York, New York 10080

This proxy is solicited on behalf of the Individual General Partners

The undersigned hereby appoints THOMAS H. LEE and JOSEPH L. BOWER and each of
them as Proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated herein, all
units of limited partnership interest ("Units") of the ML-Lee Acquisition Fund,
L.P. (the "Fund") held of record by the undersigned on May ____, 1999 at the
Annual Meeting of the Limited Partners of the Fund to be held on July 13, 1999
or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned Partner. If this Proxy is signed and returned without specific
direction, this Proxy will be voted for Proposals 1, 2, 3, and 4.

(Continued and to be signed on the reverse side)

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TO VOTE, MARK BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS: MLLEEA KEEP THIS
PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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<CAPTION>

ML-LEE ACQUISITION FUND

PLEASE CHECK HERE if you plan to attend the Annual Meeting. / /

(1) ELECTION OF INDIVIDUAL GENERAL PARTNERS
NOMINEES: 01). Vernon R. Alden, 02). Joseph L. Bower, 03). Stanley H. Feldberg, 04). Thomas H. Lee

For All Withheld All / / For All
/ / Except
/ /

To withhold authority to vote for any nominee, mark "For all Except" and with the nominee's number on the line
below

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VOTE ON PROPOSALS

(2) ELECTION OF MANAGING FOR AGAINST ABSTAIN
GENERAL PARTNER NOMINEE: Mezzanine / / / / / /
Investments, L.P.

(3) Proposal to ratify the selection of Pricewaterhouse- FOR AGAINST ABSTAIN
Coopers LLP as independent accountants of the Fund / / / / / /
for its fiscal year ending December 31, 1999.

(4) Proposal to amend the Fund's Amended and Restated Agreement of Limited Partnership. FOR AGAINST ABSTAIN
/ / / / / /

(5) In the discretion of such proxies, upon such other business as may properly come before the meeting or any
adjournment hereof.

</TABLE>
<TABLE>
<CAPTION>

- - ---------------------------------------- ------------------------------

Signature (PLEASE SIGN WITHIN BOX) DATE Signature (Joint Owners) DATE

</TABLE>

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ML-LEE ACQUISITION FUND, L.P.

NOTICE OF 1999 ANNUAL MEETING
OF LIMITED PARTNERS
JULY 13, 1999

To the Limited Partners of

ML-LEE ACQUISITION FUND, L.P.

Notice is hereby given that the 1999 Annual Meeting of Limited Partners (the
"Meeting") of ML-Lee Acquisition Fund, L.P. (the "Fund") will be held at the
offices of Hutchins, Wheeler & Dittmar, 101 Federal Street, 31st Floor, Boston,
Massachusetts 02110, on July 13, 1999, at 10:00 A.M. for the following purposes:

1. To elect four Individual General Partners to serve until the next Annual
Meeting of the Limited Partners or the liquidation and termination of the Fund,
if earlier or if no further Annual Meetings are held;

2. To elect one Managing General Partner to serve until the next Annual
Meeting of the Limited Partners or the liquidation and termination of the Fund,
if earlier or if no further Annual Meetings are held;

3. To consider and act upon the proposal to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants of the Fund for its fiscal
year ending December 31, 1999;

4. To consider and act upon the proposal to amend the Fund's Amended and
Restated Limited Partnership Agreement to remove the requirement (a) to hold
future annual meetings and (b) to provide Limited Partners with quarterly
reports; and

5. To transact such other business as may properly come before the meeting or
any adjournment thereof.

The Individual General Partners of the Fund have fixed the close of business
on May ___, 1999 as the record date for the determination of Limited Partners
entitled to notice of and to vote at the Meeting or any adjournment thereof.

A complete list of the Limited Partners of the Fund entitled to vote at the
Meeting will be available and open to the examination of any Limited Partner of
the Fund for any purpose germane to the Meeting during ordinary business hours
from and after May ___, 1999, at the office of the Fund, World Financial Center,
South Tower, New York, New York 10080.

<PAGE>
You are cordially invited to attend the Meeting. All Limited Partners, even
those planning to attend the Meeting, are urged to complete, date and sign the
enclosed form of proxy and return it promptly in the envelope provided for that
purpose. Since mail delays may occur, it is important that the proxy be returned
well in advance of the Meeting. If you decide to attend the Meeting and wish to
vote personally, you may revoke your proxy at any time before it is exercised.
The enclosed proxy is being solicited by the Individual General Partners of the
Fund.

<S> <C>

By Order of the Individual
General Partners

</TABLE>

<S> <C>

THOMAS H. LEE
Individual General Partner

</TABLE>

Boston, Massachusetts
Dated: May ___, 1999

LIMITED PARTNERS ARE URGED TO VOTE, SIGN AND DATE
THE ENCLOSED FORM OF PROXY AND TO RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.

<PAGE>
PROXY STATEMENT
ML-LEE ACQUISITION FUND, L.P.

WORLD FINANCIAL CENTER
SOUTH TOWER
NEW YORK, NEW YORK 10080

1999 ANNUAL MEETING OF LIMITED PARTNERS
JULY 13, 1999

INTRODUCTION

ML-Lee Acquisition Fund, L.P. (the "Fund") is a limited partnership organized
under the Delaware Revised Uniform Limited Partnership Act. The Fund, a business
development company under the Investment Company Act of 1940, commenced
operations on October 19, 1987, following the initial closing of its public
offering. As of May ___, 1999, the Fund had outstanding 487,489 units of limited
partnership interest (the "Units"). The Fund is managed by five General
Partners, consisting of four Individual General Partners and the Managing
General Partner, described below. In accordance with the terms of its Amended
and Restated Agreement of Limited Partnership, as amended (the "Partnership
Agreement"), the Fund is required to hold annual meetings of the Limited
Partners of the Fund to approve certain Fund matters.

This Proxy Statement is furnished in connection with the solicitation of
proxies to be voted at the 1999 Annual Meeting of Limited Partners of the Fund
(the "Meeting"), to be held at the offices of Hutchins, Wheeler & Dittmar, 101
Federal Street, 31st Floor, Boston, Massachusetts 02110, on July 13, 1999, at
10:00 A.M. The enclosed proxy is being solicited on behalf of the Individual
General Partners of the Fund. The approximate mailing date of this Proxy
Statement is May ___, 1999.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted for the election of four Individual General Partners, for the election
of one Managing General Partner for the ratification of the selection of
independent accountants and for the approval of the Amendment to the Partnership
Agreement. Any proxy may be revoked at any time prior to the exercise thereof by
giving notice to the Fund at its principal office.

The Fund has retained Automatic Data Processing Investor Communications to
tabulate the votes in connection with the matters to be acted upon at the
Meeting. Abstentions and broker "no votes" will be counted as present in
determining whether the Meeting's quorum requirement is satisfied. When any
matter to be
1

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acted upon at the Meeting requires a favorable vote by the Limited Partners
entitled to vote at the Meeting who hold at least a majority of the Units
outstanding, abstentions and broker "no votes" will be considered a vote
"Against" the matter; otherwise, abstentions and broker "no votes" will have no
effect on the outcome, that is, they will not be considered.

The Individual General Partners have fixed the close of business on May ___,
1999 as the record date for the determination of Limited Partners entitled to
notice of and to vote at the Meeting and at any adjournment thereof. Limited
Partners on the record date will be entitled to one vote for each interest held
in the Fund represented by a $1,000 capital contribution to the Fund (a "Unit").

The following table sets forth as of May ___, 1999 the only persons known to
the management of the Fund who may be deemed to be beneficial owners of more
than five percent of the outstanding Units of limited partnership interest of
the Fund.

PERCENT OF UNITS
OF THE FUND
AMOUNT OF BENEFICIALLY
NAME AND ADDRESS BENEFICIAL OWNED AT
OF BENEFICIAL OWNER OWNERSHIP MAY, 1999

Yale University 31,537(1) 6.5%
Investment Office
230 Prospect Street
New Haven, CT 06511

Farallon Capital Partners, L.P. 23,977(2) 4.9%
C/O Farallon Partners, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111

Tinicum Partners, L.P. 6,510(2) 1.3%
c/o Farallon Partners, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111

</TABLE>

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(1) Based upon a statement on Schedule 13G dated February 8, 1995.

(2) Based upon a statement on Schedule 13D/A dated June 15, 1998. As the general
partner of Farallon Capital Partners, L.P. ("FP") and Tinicum Partners, L.P.
("Tinicum"), Farallon Partners, L.L.C. ("FPLLC") may, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), be deemed to own beneficially the 30,487 Units of limited partnership
interest held in aggregate by FCP and Tinicum. As managing members of FPLLC,
each of Enrique Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel,
Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William
F. Mellin, Stephen L. Millham, Meridee A. Moore and Thomas F. Steyer may, for
purposes of Rule 13d-3 under the Exchange Act, be deemed to own beneficially
the Units attributed to FPLLC. FPLLC and each managing member thereof disclaims
any beneficial ownership of such Units. All of the above-mentioned entities and
persons disclaim group attribution.
2

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The Individual General Partners of the Fund know of no business other than
that mentioned in Items 1 through 4 of the Notice of Meeting which will be
presented for consideration at the Meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.

ELECTION OF GENERAL PARTNERS

The five General Partners of the Fund, who are elected annually by the Limited
Partners, are responsible for the management and administration of the Fund. The
General Partners consist of four Individual General Partners and the Managing
General Partner. As required by the Investment Company Act of 1940, a majority
of the General Partners must be individuals who are not "interested persons" of
the Fund as defined in the Investment Company Act of 1940. In 1987, the
Securities and Exchange Commission issued an order declaring that three
Individual General Partners of the Fund (the "Independent General Partners"),
excluding Thomas H. Lee, are not "interested persons" of the Fund as defined in
the Investment Company Act of 1940 solely by reason of their being general
partners of the Fund. Mr. Lee and the Managing General Partner are considered
interested persons, as described below.

The Individual General Partners provide overall guidance and supervision with
respect to the operations of the Fund and perform the various duties imposed on
the directors of business development companies by the Investment Company Act of
1940. The Individual General Partners supervise the Managing General Partner.
The Fund's term expired on June 15, 1998 and the Fund is currently in
dissolution. Accordingly, no further investments in Qualified Investments will
be made. Moreover, the Fund has liquidated or written off as worthless all of
its investments in Portfolio Securities. The Fund now holds only cash, invested
on a temporary basis, which it has reserved to pay known and contingent
liabilities of the Fund. The Partnership Agreement provides that the Individual
General Partners shall have a period of five years from dissolution to wind up
the affairs of the Fund.

The Managing General Partner is responsible for investing and managing
Temporary Investments. As of March 31, 1999, the Fund's only assets consisted of
cash invested in Temporary Investments. The Fund also holds a $1 million
principal amount promissory note, which it has determined to be worthless, from
Lajara, LLC.

The only remaining activities of the Fund will consist of winding up its
affairs, liquidating known and contingent obligations and making a final
distribution of any remaining assets to the partners.

INDIVIDUAL GENERAL PARTNERS

At the Meeting, four Individual General Partners will be elected to serve
until the next Annual Meeting of Limited Partners, if any (see "Amendment to
Partnership Agreement" below), and until their successors are elected and
qualified, or the liquidation and termination of the Fund, if earlier or if no
further Annual Meetings
3

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are held. Although the Fund is in dissolution, it is necessary for the
Individual General Partners to continue to supervise the winding up and final
liquidation process. In the election of Individual General Partners, the four
candidates receiving the highest number of votes cast shall be so elected. It is
the intention of the persons named in the enclosed proxy to nominate and vote in
favor of the election of the persons listed below.

Each nominee listed below has consented to continue to serve as an Individual
General Partner. The Individual General Partners of the Fund know of no reason
why any of these nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Individual General Partners may recommend.

Certain information concerning the nominees, as of May ___, 1999, is set forth
below.

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<CAPTION>
UNITS OF
INDIVIDUAL THE FUND PRINCIPAL OCCUPATION
GENERAL BENEFICIALLY DURING THE PAST
NAME AND ADDRESS PARTNER OWNED AS OF FIVE YEARS AND
OF NOMINEES AGE SINCE MAY, 1999(1) DIRECTORSHIPS

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vernon R. Alden(2) 76 1987 -50- Individual General Partner of
20 Park Plaza the Fund, ML-Lee Acquisition
Suite 1010 Fund II, L.P. ("Fund II") and
Boston, MA 02116 ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P.
(the "Retirement Fund"; and
together with Fund II, the "New
Funds"; and together with the
Fund and Fund II the "Funds").
Director of Sonesta
International Hotels
Corporation. Chairman of the
Japan Society of Boston, Trustee
Emeritus of the Boston Symphony
Orchestra and the Boston Museum
of Science and Honorary Consul
General of the Royal Kingdom of
Thailand.

Joseph L. Bower(2) 60 1987 -25- Individual General Partner of
Harvard University the Funds. Donald Kirk David
Graduate School of Professor of Business
Cambridge, MA 02163 Administration. Harvard
University Graduate School of
Business Administration. Faculty
member since 1963. Director of
Anika Therapeutics, Inc., Brown
Group, Inc., New America High
Income Fund, Sonesta
International Hotels Corporation
and The Lincoln Foundation.
Trustee of the DeCordova & Dana
Museum and Park and
Vice-Chairman of the New England
Conservatory of Music.

Stanley H. Feldberg(2) 74 1987 -25- Individual General Partner of
One Sanderling Court the Funds. Past Director of the
Hilton Head, SC 29926 TJX Companies, Inc. Trustee
Emeritus of Brandeis University.

Thomas H. Lee(3) 54 1987 -20- Individual General Partner of
75 State Street the Funds. Chairman of the
Boston, MA 02109 Investment Adviser of the Fund
since 1987; Chairman of the
Administrative General Partner
of the Investment Adviser to the
New Funds since 1989; Chairman
of the Administrative General
Partner of Thomas H. Lee Equity
Partners L.P. since 1989.
Chairman of the Administrative
General Partner of Thomas H. Lee
Equity Fund III, L.P. since
1996. Founder of the Thomas H.
Lee Company (the "Lee Company")
and its President since 1974.
Director of Finlay Enterprises
Inc., First Security Services
Corporation, Livent, Inc.,
Miller Import Corporation,
Safelite Glass Corporation,
Sondik Supply Corporation and
Vail Resorts, Inc.

General Partners and -185-(4)
Officers as a Group
(10 persons)

</TABLE>

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5

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(1) In each case, represents less than 1% of Units outstanding.

(2) Member of Audit Committee of the Individual General Partners.

(3) Mr. Lee is the Chairman, a Trustee and a majority shareholder of the
Investment Adviser; therefore, he is deemed to be an interested person, as
defined in the Investment Company Act of 1940, of the Fund.

(4) Does not include Capital Contributions made by the Managing General Partner,
which are described in "Managing General Partner".

COMMITTEE AND INDIVIDUAL GENERAL PARTNERS' MEETINGS

The Individual General Partners have a standing Audit Committee which consists
of the Independent General Partners. The purposes of the Audit Committee are (i)
to recommend to the Independent General Partners the firm of independent public
accountants that conducts the Fund's annual audit and (ii) to review the scope
of the annual audit conducted by the Fund's independent public accountants
6

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and the evaluation by such accountants of the accounting procedures followed by
the Fund. The Audit Committee held two meetings in 1998. The Individual General
Partners do not have a nominating or compensation committee.

During the fiscal year ended December 31, 1998, the Individual General
Partners held eight meetings. Each Individual General Partner nominated for
election attended at least 75% of (i) the meetings of the Individual General
Partners and (ii) if a member of the Audit Committee, the meetings of the Audit
Committee held during such fiscal year except for Mr. Lee, who did attend at
least 75% of the meetings of the Individual General Partners at which he was
entitled to vote on the action taken.

Compensation. The Fund paid each Independent General Partner an annual fee of
$40,000 in quarterly installments plus $1,000 per meeting of the Individual
General Partners attended, together with all actual out-of-pocket expenses
relating to attendance at meetings. The Independent General Partners receive
$1,000 for each committee meeting attended unless such committee meeting is held
on the same day as a meeting of the Individual General Partners. In such case,
the Independent General Partners receive $500 for each committee meeting
attended. The aggregate fees and expenses incurred by the Fund to the
Independent General Partners totaled $144,670 for the fiscal year ended December
31, 1998. Thomas H. Lee, as an interested Individual General Partner, does not
receive any additional compensation therefor.

Set forth below is a chart showing the aggregate fees and expenses paid by the
Fund to each of the Individual General Partners during the fiscal year ended
December 31, 1998, as well as the aggregate fees and expenses paid to each
Individual General Partner by the Fund, Fund II and the Retirement Fund
(collectively, the "Fund Complex") for their services as Individual General
Partners to the Funds during the fiscal year ended December 31, 1998:

Pension or Total Compensation
Retirement from Fund and
Aggregate Benefits Accrued Fund Complex
Compensation as Part of Fund Paid to Individual
Name From Fund Expenses General Partners
------------------- ------------ ---------------- ------------------

Vernon R. Alden $48,000 $ 0 $96,000

Joseph L. Bower 48,000 0 96,000

Stanley H. Feldberg 48,670 0 98,030

Thomas H. Lee 0 0 0

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MANAGING GENERAL PARTNER

At the Meeting, a Managing General Partner will be elected to serve until the
next Annual Meeting of Limited Partners, if any (see "Amendment to Partnership
Agreement" below), and until its successor is elected and qualified, or the
liquidation and termination of the Fund, if earlier or if no further Annual
Meetings are held. In the election of Managing General Partner, the one
candidate receiving the
7

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highest number of votes cast shall be so elected. The Managing General Partner
will receive reimbursement of certain expenses and the distributions and
allocations described below. The Fund considers its relationship with the
Managing General Partner to be an investment advisory relationship. It is the
intention of the persons named in the enclosed proxy to nominate and vote in
favor of the election of the Managing General Partner discussed below, which
will receive the compensation, distributions and allocations described below.
The nominee discussed below has consented to continue to serve as Managing
General Partner.

Information Concerning the Managing General Partner. Mezzanine Investments,
L.P. (the "Managing General Partner") is a limited partnership organized under
the Delaware Revised Uniform Limited Partnership Act. The Managing General
Partner maintains its principal office at World Financial Center, South Tower,
New York, New York 10080. The Managing General Partner has acted as the managing
general partner of the Fund since the Fund commenced operations on October 19,
1987. The Managing General Partner is engaged in no other activities at the date
of this proxy statement.

The sole general partner of the Managing General Partner is ML Mezzanine Inc.
("ML Mezzanine"), an indirect wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. ("ML"). ML Mezzanine maintains its principal office at World Financial
Center, South Tower, New York, New York 10080 and ML maintains its principal
office at World Financial Center, North Tower, New York, New York 10281. ML Fund
Administrators Inc. (the "Fund Administrator"), a Delaware corporation and an
indirect wholly-owned subsidiary of ML, provides administrative services for the
Fund pursuant to an Administrative Services Agreement between the Fund and the
Fund Administrator, dated June 30, 1989 (the "Administrative Services
Agreement"). Information concerning the Fund Administrator is set forth below
under "Information Concerning the Fund Administrator." The sole limited partner
of the Managing General Partner is Thomas H. Lee Advisors I (the "Investment
Adviser"). Information concerning the Investment Adviser is set forth below
under "The Management Agreement." The Managing General Partner's unaudited
balance sheet at December 31, 1998 is appended to this proxy statement as
Exhibit A.

The Partnership Agreement obligates the Managing General Partner to contribute
cash to the capital of the Fund so that the Managing General Partner's Capital
Contribution at all times will be equal to one percent (1%) of the aggregate
Capital Contributions of all Partners of the Fund. The Managing General Partner
has contributed $4,924,136 to the capital of the Fund.

The following table sets forth information concerning the directors and
executive officers of ML Mezzanine Inc. Unless otherwise noted, the address of
each such person is World Financial Center, South Tower, New York, New York
10080.

<S> <C> <C> <C> <C> <C> <C> <C> <C>
OFFICER PRINCIPAL OCCUPATION
OR DURING THE PAST
DIRECTOR FIVE YEARS AND
NAME AGE TITLE SINCE* DIRECTORSHIPS

Kevin K. Albert (1) 46 Chairman, 1990 Vice President and a Managing
World Financial President, 1987 Director of the Investment Banking
Center Director Group ("ML Investment Banking") of
North Tower Merrill Lynch, Pierce, Fenner &
New York, NY 10281 Smith Incorporated ("Merrill
Lynch"). Mr. Albert works in the
Equity Private Placement Group of ML
Investment Banking and is involved
in structuring and placing a
diversified array of private equity
financings including common stock,
preferred stock, limited partnership
interests and other equity- related
securities. Mr. Albert is also a
director of ML Media Management Inc.
("ML Media"), an affiliate of the
Managing General Partner and a joint
venturer of Media Management
Partners, the general partner of ML
Media Partners, L.P.; a director of
ML Opportunity Management Inc. ("ML
Opportunity"), an affiliate of the
Managing General Partner and a joint
venturer in Media Opportunity
Management Partners, the general
partner of ML Media Opportunity
Partners, L.P.; a director of ML
Mezzanine II Inc. ("ML Mezzanine
II"), an affiliate of the Managing
General Partner and the sole general
partner of the managing general
partner of the New Funds; a director
of Merrill Lynch Venture Capital
Inc. ("ML Venture"), an affiliate of
the Managing General Partner and the
general partner of the managing
general partner of ML Venture
Partners II, L.P. ("Venture II") and
ML Oklahoma Venture Partners Limited
Partnership ("Oklahoma"); and

</TABLE>

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9

<S> <C> <C> <C> <C> <C> <C> <C> <C>
OFFICER PRINCIPAL OCCUPATION
OR DURING THE PAST
DIRECTOR FIVE YEARS AND
NAME AGE TITLE SINCE* DIRECTORSHIPS

a director of Merrill Lynch R&D
Management Inc. ("ML R&D"), an
affiliate of the Managing General
Partner and the general partner of
the general partner of ML Technology
Ventures, L.P.; Mr. Albert also
serves an as independent general
partner of Venture II. Mr. Albert
joined Merrill Lynch in 1981.

James V. Caruso 47 Executive 1993 Director of ML Investment Banking.
Vice Mr. Caruso manages the Investment
President, Banking Group Corporate Accounting,
Director Master Lease and off Balance Sheet
accounting functions as well as the
Controller's area of the Merrill
Lynch's Partnership Analysis and
Finance Group. Mr. Caruso is also a
director of ML Media, ML
Opportunity, ML Venture, ML R&D, ML
Mezzanine II and MLH Property
Managers Inc., an affiliate of the
Managing General Partner and the
general partner of MLH Income Realty
Partnership VI. Mr. Caruso joined
Merrill Lynch in 1975.

Rosalie Y. Goldberg 61 Vice 1987 First Vice President and Senior
President, Director of Merrill Lynch Private
Director Client Group and the Director of its
Special Investments Group. Ms.
Goldberg is also a director of ML
Mezzanine II, ML Media and ML
Opportunity. Ms. Goldberg joined
Merrill Lynch in 1975.

</TABLE>

<S> <C> <C> <C> <C> <C> <C> <C> <C>
OFFICER PRINCIPAL OCCUPATION
OR DURING THE PAST
DIRECTOR FIVE YEARS AND
NAME AGE TITLE SINCE* DIRECTORSHIPS

Robert J. Remick 28 Vice 1998 Assistant Vice President of ML
President, Investment Banking. Mr. Remick
Treasurer joined Merrill Lynch in 1994
and serves as Vice President
and Treasurer of ML Mezzanine.
Mr. Remick manages certain
accounting, financial reporting
and administra- tive functions
in the Partnership Analysis &
Finance De- partment. Mr.
Remick also serves as Vice
President and Treasurer of ML
Mezzanine II Inc.

Sharon McKenzie 40 Vice 1998 Assistant Vice President of
President, Merrill Lynch Investment
Assistant Banking. Ms. McKenzie joined
Treasurer Merrill Lynch in 1992 and is
Vice President and Assistant
Treasurer of ML Mezzanine Inc.
and ML Mezzanine II Inc.

</TABLE>

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(1)As of May __, 1999, Mr. Albert beneficially owned 25 Units, which represents
less than 1% of Units outstanding.

*Officers of ML Mezzanine serve at the pleasure of its Board of Directors.

Distributions. The Fund made cash distributions to the Managing General
Partner of $608,144 during the Fund's fiscal year ended December 31, 1998, all
of which related to the MGP's capital contribution. There were no MGP
Distributions, as defined below, by the Fund with respect to the Fund's fiscal
year ended December 31, 1998. All distributions to Partners are made according
to the following formula:

1. Current Returns. All cash dividends, interest and other income received by
the Fund in excess of the Fund's expenses and reserves for expenses and
Follow-On investments are distributed to the Limited Partners and to the
Managing General Partner quarterly, within 45 days after the end of each
calendar quarter, as follows:

a. From Mezzanine Investments,

first, 99% to the Limited Partners and 1% to the Managing General Partner,
until the Limited Partners, as a class, have received from cumulative
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<PAGE>
distributions from Mezzanine Investments, an amount equal to an aggregate
return (cumulative but not compounded) of 10% per annum on the average daily
amount of Gross Capital Contributions represented by Mezzanine Investments
(the "Priority Return"), and any outstanding unpaid Compensatory Payment
balance (defined below),

second, 100% to the Managing General Partner until the Managing General
Partner shall have received an amount equal to any outstanding Deferred
Distribution Amount (defined below),

third, 69% to the Limited Partners and 31% to the Managing General Partner
(30% being an incentive distribution, an "MGP Distribution") until the
Managing General Partner has received from all distributions with respect to
Mezzanine Investments then or theretofore made (other than as a return of
capital), an amount equal to 21% of all such distributions, and

fourth, thereafter, 79% to the Limited Partners and 21% to the Managing
General Partner (20% being an MGP Distribution).

b. From all Other Sources,

99% to the Limited Partners and 1% to the Managing General Partner.

2. Capital Transactions. The net proceeds from the disposition of Qualified
Investments and Temporary Investments, including distributions of returns of
capital from investments, and proceeds of any refinancing ("Capital
Transactions"), that are not applied against outstanding debts of the Fund or
reserved for follow-on investments or Fund expenses, will be distributed as
soon as practicable after such Capital Transaction as follows:

a. From Mezzanine Investments,

first, 99% to the Limited Partners and 1% to the Managing General Partner,
until the Limited Partners, as a class, have received from cumulative
distributions from Mezzanine Investments, an amount equal to the Priority
Return and any outstanding unpaid Compensatory Payment balance,

second, 100% to the Managing General Partner until the Managing General
Partner shall have received an amount equal to any outstanding Deferred
Distribution Amount,

third, 99% to the Limited Partners and 1% to the Managing General Partner
until the Limited Partners, as a class, have received an amount equal to the
amount of their Net Capital Contributions represented by Mezzanine
Investments then or theretofore liquidated together with the Priority Return
and any outstanding Compensatory Payment,

fourth, 69% to the Limited Partners and 31% to the Managing General Partner
(30% being an MGP Distribution), until the Managing General Partner has
received from all distributions with respect to Mezzanine Investments then
or theretofore made, 21% of all distributions, and
12

<PAGE>
fifth, thereafter, 79% to the Limited Partners and 21% to the Managing
General Partner (20% being an MGP Distribution).

b. From all Other Sources,

99% to the Limited Partners and 1% to the Managing General Partner.

For purposes of the distributions described above, Gross Capital Contributions
represented by Mezzanine Investments is the proportionate amount of the Fund's
equity that is invested in Mezzanine Investments (the "Net Capital Contributions
represented by Mezzanine Investments"), grossed up for the related selling
commissions (assuming no discounts), marketing and sales expenses and
organization and offering expenses of the Fund.

Compensatory Payment means an amount equal to the aggregate of: (i) the
cumulative amount by which the Distributable Capital Proceeds related to the
Sales of Qualified Investments are less than the Fund's cost of such Qualified
Investments, but only to the extent of the excess of cumulative MGP
Distributions then or theretofore made over the cumulative amounts of payments
then or theretofore made as Compensatory Payments pursuant to the distribution
process summarized above and (ii) the cumulative amount of MGP Distributions
with respect to those portions of Bridge Investments which were expected to
become Mezzanine Investments at liquidation within nine months, but which did
not actually become Mezzanine Investments within nine months, or with the
approval of the Individual General Partners twelve months.

In addition, to the extent that making any MGP Distribution from sales would
result in the Managing General Partner receiving cumulative MGP Distributions
from dispositions of Qualified Investments in excess of 20% of the cumulative
capital gains realized by the Fund (net of realized capital losses and
unrealized net capital depreciation), such distribution will instead be deferred
(the "Deferred Distribution Amount").

Allocations of Profits and Losses. Profits and Losses for tax and accounting
purposes are determined and allocated as of, and within sixty days after, the
end of each calendar year. Profits and Losses are allocated consistently with,
and generally in the same proportions as, cash distributions (other than as to
distributions of capital). All unrealized gains and losses at the termination of
the Fund will be deemed realized at that time. Unrealized gains and losses
attributable to any securities distributed in kind to Partners will be deemed
realized upon such distribution.

Removal of the Managing General Partner. The Managing General Partner may be
removed from the Fund either (i) by a majority of the Independent General
Partners of the Fund, (ii) by failure to be re-elected by the Limited Partners
or (iii) with the consent of a majority in interest of the Limited Partners.

Information Concerning the Fund Administrator. Pursuant to the Administrative
Services Agreement, the Fund Administrator is responsible for the day-to-day
administrative affairs of the Fund and for the management of the accounts of
Limited Partners. The Fund Administrator also provides the Fund, at the Fund
Administrator's expense (except as provided below), with office space,
facilities,
13

<PAGE>
equipment and personnel necessary to carry out its obligations under such
agreement and such other services as the Fund Administrator, subject to
supervision by the Individual General Partners, from time to time determines to
be necessary and appropriate.

The Fund Administration Fee. As of October 19, 1995, the Fund pays the Fund
Administrator a quarterly fee payable in advance (the "Fund Administration Fee")
at the annual rate of $300,000 plus all actual out-of-pocket expenses incurred
on behalf of the Fund (other than extraordinary legal and related expenses and
certain expenses of insurance and bonding which have been and will continue to
be borne by the Fund), but in no event exceeding in aggregate the annual amount
of $2.0 million. The officers and directors of the Fund Administrator do not
receive any compensation for their services from the Fund. The Fund
Administration Fees and expenses paid by the Fund to the Fund Administrator for
the fiscal year ended December 31, 1998 totaled $300,000 and $542,747,
respectively.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
officers and Individual General Partners and persons owning more than 10% of the
outstanding Units of the Fund to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, General
Partners and greater than 10% holders of Units are required by SEC regulation to
furnish the Fund, through its Managing General Partner, with copies of all
Section 16(a) Forms they file.

Based solely on copies of such reports furnished as provided above, or written
representations that no Forms 5 were required, the Fund believes that during
1998 through the date hereof all Section 16(a) filing requirements applicable to
its officers, General Partners and owners of greater than 10% of its Units were
complied with.

SELECTION OF INDEPENDENT ACCOUNTANTS

At their meeting held in person on December 16, 1998, the Independent General
Partners of the Fund unanimously selected the firm of PricewaterhouseCoopers
LLP, independent accountants, to audit the financial statements of the Fund for
the fiscal year ending December 31, 1999. The Fund knows of no direct or
indirect financial interest of such firm in the Fund. Such appointment is
subject to ratification or rejection by the Limited Partners of the Fund at its
Annual Meeting of Limited Partners, if any (see "Amendment to Partnership
Agreement" below). Unless a contrary specification is made, the accompanying
proxy will be voted in favor of ratifying the selection of such accountants.

Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Meeting and will have the opportunity to respond to questions from Limited
Partners and to make a statement if they so desire.
14

<PAGE>
AMENDMENT TO PARTNERSHIP AGREEMENT

As you have previously been informed, the term of the Fund expired on June 15,
1998, which resulted in the legal dissolution of the Fund. Pursuant to the terms
of the Fund's Partnership Agreement, the Individual General Partners have an
additional five year period within which to wind up the affairs of the Fund. The
Fund has sold or written off as worthless all of its investments and holds only
cash and cash equivalents. Any funds held by the Fund, after payment of, or
provision for, remaining liabilities and contingencies (primarily expenses
relating to the liquidation of the Fund), will be distributed to the Partners in
a final distribution. The Fund will thereafter be terminated.

In connection with the winding up of the Fund, certain amounts of cash have
been retained by the Fund and remain available for distribution to the Partners,
provided that such amounts are not used by the Fund for the payment of operating
and other expenses prior to final liquidation. As of March 31, 1999, the amount
of cash and cash equivalents retained by the Fund totaled approximately $3.5
million. The amount of funds, if any, available for distribution upon final
liquidation will depend in large part upon the amount of expenses incurred by
the Fund prior to final liquidation.

In order to reduce and/or eliminate some of the expenses relating to the
operation of the Fund as its affairs are wound up, thereby increasing the amount
of cash which may be available for final distribution to the Partners, the
General Partners of the Fund have proposed to amend the Fund's Partnership
Agreement. The proposed amendment is attached hereto as Exhibit B (the
"Amendment"). The Amendment has been approved by the General Partners of the
Fund and is being submitted for approval of the Limited Partners of the Fund
pursuant to the provisions of the Fund's Partnership Agreement.

The General Partners of the Fund believe that the Amendment is in the best
interests of the Limited Partners and recommend that you vote FOR APPROVAL of
the Amendment. It is the intention of the persons named in the enclosed proxy to
vote in favor of approval of the Amendment.

The Amendment proposes two changes to the Partnership Agreement. First, it
would remove the requirement that the Fund hold any additional annual meetings
for the remainder of its existence, thereby eliminating any required actions of
Limited Partners taken at such meetings (e.g. election of Individual General
Partners and Managing General Partner and ratification of the appointment of the
independent accountants of the Fund). The Fund is in liquidation and holds only
cash and cash equivalents; the only remaining activities of the General Partners
are the winding up of the Fund's affairs. Furthermore, the Investment Adviser is
no longer receiving any compensation for its services in connection with the
liquidation of the Fund and there is therefore no longer a need to approve that
contract annually. Holding further annual meetings will not provide any
significant benefit to the Limited Partners, and the expenses associated with
such meetings reduce the
15

<PAGE>
amounts which would otherwise be distributed upon final liquidation. The
Managing General Partner estimates that the fees and expenses paid by the Fund
related to holding annual meetings is approximately $70,000 annually. Second,
the Amendment would remove the requirement for the Fund to provide Limited
Partners with any quarterly reports until the Fund is liquidated, unless
otherwise required by law. The Fund will continue to provide Limited Partners
with annual reports as required by the Partnership Agreement. As previously
stated, the information that would be included in quarterly reports will not
provide Limited Partners with any material information. The costs associated
with preparing, printing and mailing the quarterly reports, estimated by the
Managing General Partner to be approximately $40,000 per quarter, are
substantial in relation to the funds currently held by the Fund. Eliminating the
requirement to provide these reports will increase the amounts which may
ultimately be distributed by the Fund to the Partners.

The Managing General Partner estimates that, if the Amendment is adopted by
the Limited Partners, the Fund will realize a savings of approximately $80,000
for 1999 and approximately $190,000 for each subsequent year due to the
elimination of the foregoing expenses. If the Amendment is not approved by the
Limited Partners, at least an additional approximately $270,000 of the remaining
assets of the Fund will be expended to pay operating expenses through December
31, 2000. Only the balance of the Partnership's assets, if any, after paying or
reserving for all expenses through liquidation and termination would remain
available for distribution to the Partners, in accordance with the Partnership
Agreement.

In addition, the Fund has submitted a no-action request letter to the
Securities and Exchange Commission (the "Commission") pursuant to which it has
requested relief from the obligations to file quarterly and annual reports on
Forms 10-Q and 10-K with the Commission.

CERTAIN TRANSACTIONS

Subject to any policies established by the Individual General Partners, the
Investment Adviser was responsible for the management of the Fund's Mezzanine
Investments and Bridge Investments and was responsible for conducting the
negotiations with respect to the acquisition of such investments on behalf of
the Fund. Certain of the investments which were made by the Fund involved
co-investments with entities affiliated with the Investment Adviser. Such
co-investments were generally prohibited absent exemptive relief from the
Commission. As a result of these affiliations and the Fund's expectations of
engaging in such co-investments, the Fund sought an exemptive order from the
Commission allowing such co-investments, which was received on September 23,
1987. An additional exemptive order, allowing co-investment with the New Funds
was received from the Commission on September 1, 1989.

For a description of the transactions involving the Fund and affiliates of the
Investment Adviser, including co-investments pursuant to the above exemptive
orders, which were consummated during the period from January 1, 1998 through
December 31, 1998, see Item 13 of the Fund's Annual Report on Form 10-K for the
year ended December 31, 1998 and the Fund's Annual Report for fiscal year 1998.
16

<PAGE>
GENERAL INFORMATION

Merrill Lynch, and certain of its affiliates perform various financial
services for various portfolio companies of the Fund in the ordinary course of
business, including investment banking services, broker/dealer services,
economic forecasting and pension plan services. In connection therewith, such
persons receive various fees, commissions and reimbursements. The aggregate
revenue received by such persons during 1998 for providing such services to
Managed Companies in which the Fund has a material interest (other than those
specifically set forth above or below) was not in excess of $50,000.
Furthermore, Merrill Lynch and its affiliates or investment companies advised by
affiliates of Merrill Lynch may, from time to time, purchase or sell securities
issued by portfolio companies of the Fund in connection with their ordinary
investment operations.

The Managing General Partner is responsible for the management of the Fund's
Temporary Investments. In placing orders for money market securities, it is the
policy of the Managing General Partner to obtain the best net results taking
into account such factors as price (including the applicable dealer spread), the
size, type and difficulty of the transaction involved, the firm's general
execution and operational facilities, and the firm's risk in positioning the
securities involved. While the Managing General Partner generally seeks
reasonably competitive spreads or commissions, the Fund will not necessarily be
paying the lowest spread or commission available. Affiliates of the Fund may not
serve as the Fund's dealer in connection with such transactions.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following document filed by the Fund with the Securities and Exchange
Commission pursuant to the 1934 Act is hereby incorporated by reference into
this Proxy Statement:

The Fund's Annual Report on Form 10-K for the year ended December 31, 1998.

The Fund will provide, without charge, upon the oral or written request of any
Limited Partner entitled to submit a proxy to whom this Proxy Statement was
delivered, a copy of and all information (excluding exhibits, except such
exhibits as have been specifically incorporated by reference) that has been
incorporated by reference into this Proxy Statement which is not presented
herein or delivered herewith. Requests for such information should be directed
to the Fund, Monday through Friday, 10:00 a.m. to 1:00 p.m. and from 2:00 p.m.
to 5:00 p.m. by calling 800-288-3694.

ADDITIONAL INFORMATION

The expense of preparation, printing and mailing of the enclosed form of proxy
and accompanying Notice and Proxy Statement will be borne by the Fund. The Fund
will pay all reasonable expenses in forwarding proxy solicitation material to
the beneficial owners of the Units.
17

<PAGE>
Approval of the selection of accountants requires the vote (a) of 67% or more
of the Units in the Fund present at the Meeting if the holders of more than 50%
of the outstanding Units are present or represented by proxy, or (b) of more
than 50% of the outstanding Units, whichever is less. The Individual General
Partners and Managing General Partner will be elected if they receive more votes
than any other candidate at a meeting at which a majority of the Limited
Partners who hold a majority of the outstanding Units are present in person or
by proxy. The amendment to the Partnership Agreement requires the vote of at
least a majority of the Units outstanding, whether present in person or
represented by proxy. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone, telegraph, or
personal interview by officers of the Investment Adviser or the Fund
Administrator. It is anticipated that the cost of such supplementary
solicitation, if any, will be nominal and will be borne by the Fund.

The Partnership Agreement provides that the Limited Partners of the Fund are
prohibited from exercising certain rights of Limited Partners, including the
right to elect General Partners and to approve certain Fund matters, unless
prior to the exercise of such rights, counsel for the Fund has delivered to the
Fund an opinion to the effect that neither the existence of such rights nor the
exercise thereof will violate the provisions of the Revised Uniform Limited
Partnership Act of the State of Delaware, as amended, or the applicable laws of
the jurisdictions in which the Fund is then formed or qualified, will adversely
affect the limited liability of the Limited Partners or will adversely affect
the classification of the Fund as a partnership for federal income tax purposes.
Counsel to the Fund will deliver an opinion to the Fund with respect to the
foregoing. In rendering such opinion, counsel for the Fund may rely as to
matters of Delaware law or New York law upon the opinions of special Delaware or
New York counsel to the Fund, respectively.

By Order of the
Individual General Partners

THOMAS H. LEE
Individual General
Partner

Dated: May ____, 1999
18

<PAGE>
EXHIBIT A

MEZZANINE INVESTMENTS, L.P.

BALANCE SHEET
DECEMBER 31, 1998
(UNAUDITED)

<S> <C> <C> <C> <C>
ASSETS NOTES

Cash $ 199,655

Investments in ML-Lee Acquisition Fund, L.P. 379,255
---------- ---

Total Assets................................ $ 578,910
---------------
---------------

LIABILITIES

Distribution Payable........................ $ 199,655

PARTNERS' CAPITAL

Partners' Capital

General Partner............................. 1,3 2,415,957

Limited Partner............................. (2,036,702 )
---------- ---

Total Partners' Capital..................... 379,255
---------- ---

Total Liabilities and Partners' Capital..... $ 578,910
---------------
---------------

</TABLE>

See Accompanying Notes to Balance Sheet.
A-1

<PAGE>
MEZZANINE INVESTMENTS, L.P.

NOTES TO BALANCE SHEET
DECEMBER 31, 1998
(UNAUDITED)

1. ORGANIZATION

Mezzanine Investments, L.P. (the "Managing General Partner") was formed and
the Certificate of Limited Partnership was filed under the Delaware Revised
Uniform Limited Partnership Act on February 1, 1985. The Managing General
Partner is a registered investment adviser and the Managing General Partner of
ML-Lee Acquisition Fund, L.P. (the "Fund") and is responsible for supervising
the Fund's investments. The Managing General Partner is a limited partnership in
which ML Mezzanine Inc. ("ML Mezzanine"), an indirect subsidiary of Merrill
Lynch & Co., Inc., acts as the general partner. ML Mezzanine performs the
responsibilities of the Managing General Partner with respect to the Fund. The
Limited Partner of the Managing General Partner is Thomas H. Lee Advisors I (the
"Investment Adviser"), which is an affiliate of the Thomas H. Lee Company, a
sole proprietorship owned by Thomas H. Lee.

The Fund has elected to operate as a business development company under the
Investment Company Act of 1940. Its primary investment objective is to provide
current income and long-term capital appreciation by investing in mezzanine
securities usually issued in connection with leveraged acquisitions and
recapitalizations of businesses.

2. INVESTMENT IN FUND

Under the terms of the Amended and Restated Agreement of Limited Partnership
of the Fund, as amended (the "Partnership Agreement"), the Managing General
Partner on October 19, 1987, admitted additional limited partners to the Fund at
the Fund's first closing. The total capital contributions of all such limited
partners were $403,383,350, reflecting $132,650 of volume discounts. On November
20, 1987, the Managing General Partner admitted additional limited partners to
the Fund at the Fund's second closing. The total capital contributions of all
such limited partners were $19,862,000, reflecting $15,000 of volume discounts.
On May 20, 1988 the Managing General Partner admitted an additional limited
partner to the Fund at the Fund's third closing. The total capital contribution
of such limited partner was $49,999,688, reflecting $3,333,312 of volume
discounts. On June 15, 1988 the Managing General Partner admitted additional
limited partners to the Fund at the Fund's fourth closing. The total capital
contributions of all such limited partners were $10,124,720, reflecting $638,280
of volume discounts. As of December 31, 1998, the aggregate capital
contributions of all limited partners were $483,369,758, reflecting $4,119,242
of volume discounts. The Managing General Partner has acquired an interest in
the Fund in exchange for its cash contributions. The Managing General Partner
contributed $4,924,136 to the Fund and will contribute or withdraw cash, if
necessary, so that it will maintain a one percent interest in the total capital
contributions to the Fund.
A-2

<PAGE>
3. CAPITAL REQUIREMENTS

The General Partner shall remain at all times a net worth at a level that is
sufficient to meet all requirements of currently applicable U.S. income tax
regulations.

4. CASH DISTRIBUTIONS

For the year ended December 31, 1998, the Managing General Partner received
$608,144 in cash distributions from the Fund. This amount was approved by the
Individual General Partners of the Fund throughout the fiscal year and
represents 1% of the total cash distributions that were distributed.

A-3

<PAGE>
EXHIBIT B

AMENDMENT NO. 7 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ML-LEE ACQUISITION FUND, L.P.

Amendment No. 7 dated as of __________, 1999 to Amended and Restated Agreement
of Limited Partnership of ML-Lee Acquisition Fund, L.P. (the "Partnership")
dated as of October 19, 1987, as amended (the "Partnership Agreement"), among
MEZZANINE INVESTMENTS, L.P., a limited partnership organized under the laws of
the State of Delaware, as Managing General Partner, THOMAS H. LEE, VERNON R.
ALDEN, JOSEPH L. BOWER and STANLEY H. FELDBERG, as Individual General Partners.

WHEREAS, Section 11.4 of the Partnership Agreement requires that the
Individual General Partners call on an annual meeting of Limited Partners for
the purpose of voting on the election of General Partners and for any other
business which might come before the meeting;

WHEREAS, Sections 12.4A and 12.4B of the Partnership Agreement require that
the General Partners shall furnish certain reports to the Limited Partners
within 60 days after the end of each of the first three fiscal quarters of each
fiscal year of the Partnership;

WHEREAS, the Individual General Partners desire (i) to amend Section 11.4 to
provide that there shall be no further annual meetings, with the effect of
amending Sections 7.3 and 11.4 of the Partnership Agreement to provide that no
further actions by Limited Partners shall be required on an annual basis for the
election of General Partners or the approval or ratification of the independent
accounts for the Partnership and (ii) to amend Sections 12.4A and 12.4B of the
Partnership Agreement to provide that the Partnership shall no longer be
required to provide quarterly reports to the Limited Partners.

NOW, THEREFORE, the Partnership Agreement is hereby amended as set forth
below:

1. All terms used herein, unless otherwise defined herein, shall have the
meanings given in the Partnership Agreement.

2. Section 11.4 of the Partnership Agreement shall be amended by adding the
following sentence to the end thereof:

"Notwithstanding the foregoing, from and after July 1999, the Partnership
shall not be required to hold any annual meetings; with the effect that annual
elections of the General Partners by the Limited Partners, and annual approvals
or ratifications of the independent accountants of the Partnership by the
Limited Partners, pursuant to Section 7.3 or 11.4 of this Agreement, will no
longer be held."

3. Sections 7.3 and 11.4 of the Partnership Agreement shall be amended to
reflect the substance of the amendment set forth in Section 2 above.
B-1

<PAGE>
4. Sections 12.4A and 12.4B of the Partnership Agreement shall be deleted in
their entirety.

5. Except as expressly amended pursuant hereto, the Partnership Agreement
continues in full force and effect.
B-2