UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PHYMATRIX CORP.
---------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
---------------------------------
(Title of Class of Securities)
718925100
---------------------------------
(CUSIP Number)
Michael J. Bohnen, Esq.,
Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110-2699
(617) 439-2000
---------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 718925100 | | Page 2 of 11 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Abraham D. Gosman |
| | (###-##-####) |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 8,487,126 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 8,487,126 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 8,487,126 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 27.4% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | Individual (IN) |
|----------------------------------------------------------------------------|
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 718925100 | | Page 3 of 11 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Chancellor Partners Limited Partnership I |
| | (52-206-5752) |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | Not Applicable |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware, United States |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 4,018,707 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 4,018,707 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 4,018,707 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 12.98% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | Partnership (PN) |
|----------------------------------------------------------------------------|
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 718925100 | | Page 4 of 11 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | CLP, Inc. |
| | |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | Not Applicable |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware, United States |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 4,018,707 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 4,018,707 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 4,018,707 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 12.98% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | Corporation (CO) |
|----------------------------------------------------------------------------|
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 718925100 | | Page 5 of 11 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Chancellor Partners Business Trust |
| | |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | Not Applicable |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Massachusetts, United States |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | Other (OO) |
|----------------------------------------------------------------------------|
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 718925100 | | Page 6 of 11 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Andrew D. Gosman |
| | (###-##-####) |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | Not Applicable |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | Individual (IN) |
|----------------------------------------------------------------------------|
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 718925100 | | Page 7 of 11 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Michael M. Gosman |
| | (###-##-####) |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | Not Applicable |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | Individual (IN) |
|----------------------------------------------------------------------------|
<PAGE>
Item 1. (a). Name of Issuer.
PhyMatrix Corp
(b). Address of Issuer's Principal Executive Offices
777 South Flagler Drive, Suite 1000E
West Palm Beach, Florida 33401
(c). Security.
Common Stock, par value $.01 per share
Item 2. Identity and Background.
(a). Name of Person Filing: (b). Address of Principal Business Office:
Abraham D. Gosman PhyMatrix Corp.
777 South Flagler Drive, Suite 1000E
West Palm Beach, Florida 33401
Chancellor Partners Limited c/o CareMatrix Corporation
Partnership I 197 First Avenue
Needham, Massachusetts 02194
Attn: Abraham D. Gosman
CLP, Inc. c/o CareMatrix Corporation
197 First Avenue
Needham, Massachusetts 02194
Attn: Abraham D. Gosman
Chancellor Partners c/o The Brazilian Court Hotel
Business Trust 301 South Australian Avenue
Palm Beach, Florida 33401
Andrew D. Gosman CareMatrix Corporation
197 First Avenue
Needham, Massachusetts 02194
Michael M. Gosman CareMatrix Corporation
197 First Avenue
Needham, Massachusetts 02194
(c). Present Principal Employment and Employer:
Abraham D. Gosman Chairman and Chief Executive Officer
PhyMatrix Corp.
777 South Flagler Drive
West Palm Beach, FL 33401
Chairman and Chief Executive Officer
Meditrust
197 First Avenue
Needham, MA 02194
Chairman
CareMatrix Corporation
197 First Avenue
Needham, MA 02194
Page 8 of 11
<PAGE>
Andrew D. Gosman President
CareMatrix Corporation
197 First Avenue
Needham, MA 02194
Michael M. Gosman Executive Vice President and
Vice Chairman
CareMatrix Corporation
197 First Avenue
Needham, MA 02194
(d) Criminal Proceedings in Last Five Years:
None for each of the persons filing this statement.
(e) Civil Securities Proceedings in Last Five Years:
None for each of the persons filing this statement.
(f) Citizenship:
Abraham D. Gosman, Andrew D. Gosman and Michael M. Gosman are all citizens
of the United States.
Chancellor Partners Limited Partnership I is a Delaware limited
partnership.
CLP, Inc. is a Delaware corporation.
Chancellor Partners Business Trust is a Massachusetts business trust.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
In connection with a restructuring of the Gosman family securities
holdings, the Andrew D. Gosman Voting Trust, the Andrew D. Gosman 1995 Indenture
of Trust, the Michael M. Gosman Voting Trust and the Michael M. Gosman 1995
Indenture of Trust (collectively, the "Trusts"), which held an aggregate of
4,000,000 shares of PhyMatrix Corp. Common Stock (the "Trust Shares") for the
benefit of Andrew and Michael Gosman (the "Beneficiaries"), were dissolved on
December 11, 1997. As Trustee of the Trusts, Mr. Gosman had sole voting and
dispositive power over all of the Trust Shares. On December 11, 1997, upon
dissolution of the Trusts, the Trust Shares were distributed to the
Beneficiaries and then immediately transferred by the Beneficiaries to
Chancellor Partners Limited Partnership I ("CLP I"). Mr. Gosman, as the sole
stockholder and director of CLP, Inc., the sole general partner of CLP I, will
have sole dispositive and voting power as to the Trust Shares. Andrew and
Michael Gosman are limited partners of CLP I, as is Chancellor Partners Business
Trust, the sole Trustees and Shareholders of which are Andrew and Michael
Gosman.
In connection with the formation of CLP I, on December 11, 1997, Mr. Gosman
also transferred a total of 18,707 shares of Common Stock of the Issuer (the "GP
Shares"), previously registered in his name, to CLP, Inc. which immediately
transferred such shares to CLP I.
The restructuring described above had no effect on beneficial ownership of,
or voting or dispositive power over, the Trust Shares or the GP Shares by
Abraham D. Gosman, Andrew D. Gosman or Michael M. Gosman.
Page 9 of 11
<PAGE>
Item 5. Interest in Securities of the Issuer.
<TABLE>
<CAPTION>
Chancellor Chancellor
Abraham D. Partners Limited Partners Business Andrew D. Michael M.
Gosman Partnership CLP, Inc. Trust Gosman Gosman
--------- ---------------- --------- ----------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
(a) Amount Beneficially
Owned: 8,487,126(1) 4,018,707(2) 4,018,707(2) 0 0 0
Percent of Class 28.7% 13.0% 13.0% 0 0 0
(b) Voting Power 8,487,126(3) 4,018,707(3) 4,018,007(3) 0 0 0
Dispositie Power 8,487,126(3) 4,018,707(3) 4,018,707(3) 0 0 0
</TABLE>
- -------------------
(1) Abraham D. Gosman beneficially owns or may be deemed to beneficially own
8,487,126 shares of Common Stock of the Issuer, 4,468,419 shares of which
are registered in Mr. Gosman's name and 4,018,707 shares of which are
registered in the name of CLP I. CLP, Inc., the sole general partner of
CLP I, is owned by Mr. Gosman and has the sole power under the CLP I
Partnership Agreement to vote and dispose of the shares of Common Stock
held by CLP I. Mr. Gosman disclaims any pecuniary interest in 4,000,000 of
the shares registered in CLP I's name which were contributed to CLP I by
the Beneficiaries.
(2) CLP I and CLP, Inc., as the general partner of CLP I, may be deemed to be
the beneficial owner of 4,018,707 shares of Common Stock of the Issuer.
(3) Abraham D. Gosman has sole voting and dispositive power over the
4,468,419 shares which are registered in his own name. Additionally, Mr.
Gosman, together with CLP, Inc. and CLP I, may be deemed to have sole
voting and dispositive power as to the 4,018,707 shares registered in the
name of CLP I.
(c) See Item 4.
(d) See Item 6.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Under the terms of the Agreement of Limited Partnership of Chancellor
Partners Limited Partnership I, Abraham D. Gosman, as the sole stockholder and
director of the general partner, has sole voting and dispositive power over all
of the shares held by CLP I. Any profits or losses derived by CLP I, including
profits derived for dividends on or the capital appreciation of the shares of
the Issuer held by CLP I are to be distributed among the partners of CLP I
according to their contributions. As noted above, as the sole owner of CLP,
Inc., Abraham D. Gosman contributed 18,707 shares of Common Stock of the Issuer
to CLP I. Andrew and Michael Gosman, as limited partners, each contributed
2,000,000 shares, 1,156,645.4 of which were contributed on behalf of Chancellor
Partners Business Trust (the "Business Trust") in order to reflect its interest
as the remaining limited partner of CLP I. Andrew and Michael Gosman are the
sole Trustees and Shareholders of the Business Trust.
Item 7. Material to be Filed as Exhibits.
1. Agreement of Limited Partnership of Chancellor Partners Limited
Partnership I, dated November 26, 1997.
Page 10 of 11
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Abraham D. Gosman January 6, 1998
- --------------------------------
Abraham D. Gosman
CHANCELLOR PARTNERS LIMITED PARTNERSHIP I
By: CLP, INC., its General Partner January 6, 1998
By: /s/ Abraham D. Gosman
----------------------------
Abraham D. Gosman, President
CLP, INC.
By: /s/ Abraham D. Gosman January 6, 1998
----------------------------
Abraham D. Gosman, President
CHANCELLOR PARTNERS BUSINESS TRUST
By: /s/ Andrew D. Gosman January 9, 1998
----------------------------
Andrew D. Gosman, Trustee
By: /s/ Michael M. Gosman January 9, 1998
----------------------------
Michael M. Gosman, Trustee
/s/ Andrew D. Gosman January 9, 1998
- ---------------------------------
Andrew D. Gosman
/s/ Michael M. Gosman January 9, 1998
- ---------------------------------
Michael M. Gosman
Page 11 of 11
<PAGE>
AGREEMENT
OF
LIMITED PARTNERSHIP
OF
CHANCELLOR PARTNERS LIMITED PARTNERSHIP I
Chancellor Partners Limited Partnership I (the "Partnership") hereby
is formed as a limited partnership under the laws of the State of Delaware
pursuant to this Agreement of Limited Partnership among CLP, Inc. as General
Partner, and the initial Limited Partners executing a signature page hereto. A
Certificate of Limited Partnership of the Partnership was filed with the
Secretary of State of Delaware on November 26, 1997.
Now, therefore, it is hereby agreed as of the 26th day of November,
1997 as follows:
ARTICLE 1
DEFINED TERMS
-------------
Section 1.1. Defined Terms. The defined terms used in this Agreement
shall, unless the context otherwise requires, have the respective meanings
specified in this Section 1.1. For all purposes of this Agreement, the following
definitions are to be equally applicable to both the singular and plural forms
of the terms defined.
"Act" shall refer to the Delaware Revised Uniform Limited Partnership
Act in effect as of the date of this Agreement, and as amended from time to
time.
"Additional Limited Partners" shall refer to those persons admitted
to the Partnership as Limited Partners, excluding the Original Limited Partners,
in their capacities as such.
"Affiliated Person" or "Affiliate" means, with respect to any
Partner, any other Person who is a member of the Partner's Immediate Family or a
Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Partner
or a member of the Partner's Immediate Family.
"Agreement" means this Agreement of Limited Partnership, as the same
may be hereafter amended or modified from time to time.
"Bankruptcy" means, with respect to a Partner: (a) the making of an
assignment for the benefit of such Partner's creditors; (b) the filing of a
voluntary petition in bankruptcy by such Partner; (c) adjudication of such
Partner as bankrupt or insolvent, or the entry against such Partner of an order
of relief in any bankruptcy or insolvency proceeding; (d) the filing of a
petition or answer by such Partner seeking for itself, himself, or herself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute or regulation; (e) the filing by such
Partner of an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against it, him, or her in any
proceeding of this nature; or (f) seeking consent to or acquiescence in the
appointment of a
1
<PAGE>
trustee, receiver, or liquidator of such Partner or all or any substantial part
of its, his, or her properties.
"Capital Account" means the capital account of a Partner, maintained
in accordance with the provisions of Section 3.4 of this Agreement.
"Capital Contribution" means, with respect to any Partner, the total
amount of cash and fair market value of property contributed to the Partnership
by such Partner.
"Cash Flow" means, with respect to any fiscal period, cash receipts
(excluding Capital Contributions) of the Partnership from all sources during
such fiscal period less (i) all cash expenditures of the Partnership during such
fiscal period including, without limitation, debt service, repayment of advances
made by any Partner, and fees for management services, (ii) such reasonable
reserves as may be determined by the General Partner in its sole discretion (but
not less than any reserves required by the terms of any indebtedness of the
Partnership) as necessary to provide for the foreseeable needs of the
Partnership, and (iii) income from assets or proceeds from the sale or exchange
of any assets of the Partnership which the General Partner determines to
reinvest or hold for investment on behalf of the Partnership, in its sole
discretion.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time (or any corresponding provisions of succeeding law).
"Consent of the Limited Partners" means the prior written consent of
Limited Partners who hold in the aggregate more than 50% of the Interests of all
Limited Partners.
"Entity" means any general partnership, limited partnership,
corporation, trust, business trust, limited liability company or partnership,
cooperative or association or any other form which is a legal entity under
applicable law.
"Fiscal Year" means the fiscal year of the Partnership established in
Section 9.2.
"General Partner" means CLP, Inc., a Delaware corporation, and any
Substituted General Partners.
"Immediate Family" means, with respect to any Partner, his or her
spouse, children, grandchildren, the spouses of any of the foregoing or trusts
for their benefit.
"IRS" means the Internal Revenue Service.
"Limited Partners" shall refer to the Original Limited Partners, any
Additional Limited Partners, and any Substituted Limited Partners listed as such
in the books and records of the Partnership who shall, from time to time, be
limited partners of the Partnership.
2
<PAGE>
"Net Loss" means, with respect to any Fiscal Year, the net loss of
the Partnership, if any, for such year as determined in accordance with the
Partnership's accounting methods.
"Net Profit" means, with respect to any Fiscal Year, the net income
of the Partnership, if any, for such year as determined in accordance with the
Partnership's accounting methods.
"Notification" means a written notice containing the information
required by this Agreement to be communicated to any Person and sent by
registered, certified or first-class mail to such Person at the last known
address of such Person; provided, however, that any communication containing
such information actually received by such Person shall constitute Notification.
"Original Limited Partners" has the meaning set forth in Section 3.2.
"Parent" means, with respect to any Entity, any Person which (A) owns
directly, or indirectly through one or more Entities, fifty percent (50%) or
more of the voting or beneficial interest in such Entity or (B) otherwise has
the right or power, whether through ownership of securities, rights under
agreements or otherwise, to control such Entity.
"Partners" means, collectively, the Limited Partners, as constituted
from time to time, and the General Partners.
"Partnership Interest" or "Interest" means the entire interest of a
Partner in the Partnership at any particular time, including the right of such
Partner to any and all benefits to which a Partner may be entitled as provided
in this Agreement, together with the obligations of such Partner to comply with
all the terms and conditions of this Agreement and also shall include such
interests, rights and obligations in any successor partnership formed pursuant
to this Agreement.
"Percentage Interest" means a Partner's Interest expressed as a total
of all Partnership Interests. Each Partner's Percentage Interest shall be set
forth on Schedule A to this Agreement as the same may be amended from time to
time.
"Person" means any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such individual
or Entity where the context so admits.
"Profits" and "Losses" means taxable income and losses, and each item
of income, gain, loss, deduction or credit entering into the computation
thereof, as determined in accordance with the accounting methods followed by the
Partnership for Federal income tax purposes.
"Subsidiary" means, with respect to any Person, (A) any Entity in
which such Person owns directly, or indirectly through one or more Entities,
fifty percent (50%) or more of the voting or beneficial interest or (B) any
Entity which such Person otherwise has the right or
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power to control, whether through ownership of securities, rights under
agreements or otherwise.
"Substituted General Partner" means any Person admitted to the
Partnership as a General Partner pursuant to the provisions of Section 6.5 and
who is listed as such in the books and records of the Partnership.
"Substituted Limited Partner" means any Person admitted to the
Partnership as a Limited Partner pursuant to the provisions of Section 7.2 and
who is listed as such in the books and records of the Partnership.
"Transfer" or "Transferred" or any other capitalized grammatical
variation thereof, unless otherwise specifically provided, refers to the sale,
exchange, assignment, distribution (upon liquidation or otherwise), encumbrance,
hypothecation, gift, pledge, transfer or other disposition or alienation,
whether absolute, contingent or collateral, in any way, of all or any part of an
Interest in the Partnership, including any transfer incident to a divorce or
separation, except any pledge or other hypothecation effected for the purpose of
securing borrowings of the Partnership which have been approved by the General
Partner.
ARTICLE 2
NAME, PLACE OF BUSINESS, PURPOSE AND TERM
-----------------------------------------
Section 2.1. Name and Office.
The name of the Partnership shall be Chancellor Partners Limited
Partnership I. The principal office of the Partnership shall be located at
, or at such other place as the General Partner
may from time to time determine. The resident agent for service of process is
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
Section 2.2. Purposes.
The Partnership has been formed for the purpose of providing a more
efficient and clearly defined vehicle for management by the General Partner of
property contributed to the Partnership and of voting certain securities
contributed to the Partnership. The purposes of the Partnership shall be to (a)
to engage in the business of buying, selling, investing and trading in stocks,
bonds, real estate, securities and other investments, including but not limited
to newly formed private companies, closely held partnerships, corporations,
limited liability companies, or other business ventures, and to engage in any
other business or activities incidental or related to the foregoing, and (b) to
engage in any business or activity which may be lawfully carried on by a limited
partnership under the provisions of Delaware law. The Partnership may engage
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in any activity related to the foregoing purposes and will not engage in any
other business or activity without the Consent of the Limited Partners.
Section 2.3. Authority of the Partnership.
In order to carry out its purposes and not in limitation thereof, the
Partnership is empowered and authorized to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of its purposes, and for the protection and
benefit of the Partnership, as permitted under the Act.
Section 2.4. Term.
The term of the Partnership shall continue in full force until
dissolution of the Partnership pursuant to the provisions of Article 8.
ARTICLE 3
PARTNERS AND CAPITAL
--------------------
Section 3.1. General Partner.
The original General Partner of the Partnership is CLP, Inc., a
Delaware corporation.
Section 3.2. Original Limited Partners.
Upon execution and delivery of this Agreement, the Persons executing
counterpart copies of this Agreement in their capacity as the initial Limited
Partners upon payment for their Interest in the Partnership will be the original
Limited Partners ("Original Limited Partners").
Section 3.3. Additional Limited Partners.
The General Partner may, from time to time, admit one or more Persons
as Additional Limited Partners on such terms and conditions as the General
Partner may determine. No person shall be deemed to be admitted as a Limited
Partner until the General Partner accepts such Person as a Limited Partner of
the Partnership, the books and records reflect such Person as admitted to the
Partnership as a Limited Partner, and such Person has executed a counterpart of
this Agreement and paid any Capital Contribution required as a condition to
admission.
Section 3.4. Capital Accounts.
A. The Partnership shall maintain a separate capital account for each
Partner. Each Partner's initial Capital Account balance shall equal such
Partner's initial contribution to the capital of the Partnership. Each Partner's
Capital Account shall thereafter be increased by (i)
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any cash or the fair market value of any property thereafter contributed by such
Partner (net of liabilities assumed by the Partnership and liabilities to which
such contributed property is subject), (ii) the amount of any Partnership
liabilities that are assumed by such Partner, and (iii) such Partner's
distributive share of the Partnership's income and gain (or items thereof). Each
Partner's Capital Account shall be decreased by (i) such Partner's distributive
shares of the Partnership's loss and deductions (or items thereof), (ii) the
amount of such Partner's individual liabilities that are assumed by the
Partnership, (iii) such Partner's share of expenditures of the Partnership
described in Section 705(a)(2)(B) of the Code, and (iv) the amount of cash or
the fair market value of any property distributed by the Partnership to such
Partner (net of liabilities assumed by such Partner and liabilities to which
such distributed property is subject). Other appropriate adjustments to each
Partner's Capital Account shall also be made from time to time, in accordance
with the rules set forth in applicable regulations under Section 704 of the Code
or the requirements of any other applicable proposed, final or temporary
regulations thereunder, including, without limitation, adjustments resulting
from increases or decreases to Capital Accounts following revaluations of
Partnership property pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(f). It is the intent of the Partners that the Capital Accounts
shall be determined and maintained in accordance with said Code section and said
regulations, and this Section 3.4 shall be construed in a manner consistent
therewith. Each Partner shall have a single Capital Account that reflects all
his, her or its Interests in the Partnership. No Partner shall be entitled to
interest on his, her or its Capital Account or on any Capital Contribution.
B. Except as may be specifically provided herein, no Partner shall
have the right to withdraw all or any part of his, her or its Capital
Contribution from the Partnership. No Partner shall have any right to demand or
receive property or cash of the Partnership in return of his, her or its Capital
Contribution except as may be specifically provided in this Agreement.
C. The original Capital Account established for any Substituted
General or Limited Partner shall be in the same amount as, and shall replace,
the Capital Account of the Partner which such Substituted General or Limited
Partner succeeds, and, for the purposes of this Agreement, such Substituted
General or Limited Partner shall be deemed to have made the Capital
Contribution, to the extent actually paid in, of the Partner which such
Substituted General or Limited Partner succeeds. To the extent a Substituted
General or Limited Partner receives less than 100% of the Interest in the
Partnership of a Partner he, she or it succeeds, the original Capital Account
and Capital Contribution of such Substituted General or Limited Partner shall be
in proportion to the Interest he, she or it receives, and the Capital Account
and Capital Contribution of the Partner who retains a partial Interest in the
Partnership shall be in proportion to the Interest he, she or it retains.
Section 3.5. Liability of the Limited Partners; Additional Capital
Contributions.
Except as otherwise required by this Agreement or the Act, no Limited
Partner shall be liable for any debts, liabilities, contracts or any other
obligations of the Partnership. Except as otherwise required by this Agreement
or the Act, a Limited Partner has no liability in excess of the amount of
contributions that he, she or it is obligated to make to the Partnership and
his, her
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or its share of the Partnership's assets and undistributed profits. No Limited
Partner shall be required to lend any funds to the Partnership or, after his,
her or its Capital Contribution has been paid, to make any further Capital
Contributions to the Partnership.
Section 3.6. Liability of the General Partner.
Except as provided in the Act, the General Partner has the
liabilities of a partner in a partnership without limited partners to all
Persons, including the Partnership and the other Partners. This Agreement shall
not be amended to limit such liability of the General Partner.
ARTICLE 4
DISTRIBUTIONS: ALLOCATIONS OF PROFITS AND LOSSES
------------------------------------------------
Section 4.1. Distributions of Cash Flow.
Cash Flow with respect to each Fiscal Year shall be distributed at
the discretion of the General Partner, at such times as the General Partner
deems appropriate. The General Partner shall have the discretion to distribute
Cash Flow for any Fiscal Year to the Partners or to any of them without regard
to their Percentage Interests; provided, however, that all distributions of Cash
Flow to Partners shall be appropriately reflected as adjustments to their
Capital Accounts as provided in Section 3.4A hereof, and that no distribution of
Cash Flow shall be made to a Partner if such distribution would cause or
increase a deficit balance in such Partner's Capital Account.
Section 4.2. Allocation of Net Profits and Losses from Operations.
Except as otherwise provided in Sections 4.3, 4.4, and 4.5 hereof,
and subject to the provisions of Section 7.3 hereof, the Net Profit or Net Loss
as of the end of any Fiscal Year shall be allocated among all the Partners in
accordance with their Percentage Interests.
Section 4.3. Allocation of Gains from Sales.
Subject to the provisions of Sections 4.5 and 7.3 hereof, any gain
from a sale of Partnership property shall be allocated as follows:
(a) There shall first be allocated to each Partner with a deficit in
his, her or its Capital Account an amount of such gain sufficient to bring his,
her or its Capital Account to zero. If such gain shall be insufficient to bring
to zero the Capital Accounts of all Partners with deficits in their Capital
Accounts, then such gain shall be allocated to those Partners with deficits in
their Capital Accounts in proportion to their respective deficit Capital Account
balances.
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(b) The balance, if any, of such gain shall be allocated to the
Partners in proportion to their Percentage Interests.
Section 4.4. Allocation of Losses from Sale.
Subject to the provisions of Sections 4.5 and 7.3 hereof, any loss
from a sale of Partnership property shall be allocated as follows:
(a) There shall first be allocated to each Partner with a positive
Capital Account an amount of such loss sufficient to reduce his, her or its
Capital Account to zero. If such loss shall be insufficient to reduce to zero
the Capital Accounts of all Partners with positive Capital Accounts, then such
loss shall be allocated to those Partners with positive Capital Accounts in
proportion to their respective positive Capital Account balances.
(b) The balance, if any, of such loss shall be allocated to Partners
in proportion to their Percentage Interests.
Section 4.5. Allocations With Respect to Contributed Property.
Notwithstanding any other provision of this Agreement to the
contrary, items of income, gain, loss, and deduction with respect to property
contributed to the Partnership by any Partner shall be allocated among the
Partners so as to take into account the variation between the basis of the
property to the Partnership and its fair market value at the time of
contribution in accordance with the requirements of Section 704(c) of the Code
and applicable Regulations thereunder.
ARTICLE 5
RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER
------------------------------------------------
Section 5.1. Management of the Partnership.
A. Except as otherwise expressly limited by the provisions of this
Agreement, the General Partner shall have exclusive discretion in the management
and control of the business and affairs of the Partnership and all powers
necessary, convenient, and appropriate to carry out the purposes, conduct the
business and exercise the powers of the Partnership, and it is hereby authorized
to take any action of any kind and to do anything and everything it deems
necessary or appropriate in accordance with the provisions of this Agreement and
to the extent permitted by Delaware law. If there is more than one General
Partner, the General Partners shall act by a majority of their Percentage
Interest as General Partners.
B. No Limited Partner shall participate in or have any control
whatsoever over the Partnership's business or have any authority or right to act
for or bind the Partnership. Each
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Limited Partner hereby consents to the exercise by the General Partner of the
powers conferred on it by this Agreement.
C. Except to the extent otherwise provided herein, the General
Partner is hereby authorized without the Consent or approval of the Limited
Partners to:
(i) execute or amend any and all agreements, contracts,
documents, certifications and instruments necessary or convenient for
the efficient conduct and operation of the Partnership's business;
(ii) prepay in whole or in part, recast, modify or extend any
debt, and in connection therewith to execute any extensions,
consolidations, modifications or renewals of debt obligations;
(iii) borrow funds from lenders, including Partners, to fund
the operations of the Partnership, on such terms as the General
Partner may negotiate;
(iv) deal with, or otherwise engage in business with, any
Person who has provided or may in the future provide any services,
lend money or sell property to or purchase from a Partner or any
Affiliate of a Partner. The General Partner may enter into agreements
on behalf of the Partnership, employ agents, attorneys, accountants,
appraisers, or other consultants or contractors who may be Affiliates
of a Partner, and may enter into agreements to employ Affiliates of a
Partner to provide further or additional services to the Partnership;
(v) engage in any kind of activity and perform and carry out
contracts of any kind necessary to, or in connection with, or
incidental to the accomplishment of the purposes of the Partnership,
as may be lawfully carried on or performed by a partnership under the
laws of the State of Delaware and in each state where the Partnership
has been qualified to do business;
(vi) satisfy any and all Partnership obligations for which any
General Partner is personally liable before satisfying Partnership
obligations as to which the General Partner has no such personal
liability;
(vii) make an election, or revocation of an election, on behalf
of the Partnership under Section 754 of the Code;
(viii) invest and reinvest in bonds, notes, debentures, shares
of stock, mutual fund shares, life insurance, annuities, mortgages,
commercial papers, interests in limited partnerships or limited
liability companies, certificates of deposit, and interest-bearing
savings accounts;
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(ix) sell, trade, and deal in stocks, bonds, and securities of
every nature, including puts and calls, on margin or otherwise,
including short selling and, in connection therewith, to borrow money
and to pledge any and all stocks, bonds and securities; to authorize
any broker to lend separately or together with the property of
others, to itself or others, any property which the broker may be
carrying for the Partnership on margin.
(x) borrow from any Limited Partner or lend funds of the
Partnership to any Limited Partner on such terms as it shall
determine in its discretion.
D. Except as provided below, or as otherwise expressly provided in
this Agreement, all decisions concerning the management of the Partnership's
investments and its day-to-day management shall be made solely by the General
Partner. Specifically, but not by way of limitation, the General Partner shall
be authorized:
(i) to cause to be paid on or before the due date thereof
all amounts due and payable by the Partnership to any Person or
Entity; and
(ii) to employ such agents, employees, managers, accountants,
attorneys, consultants and other Persons, including any General
Partner, necessary or appropriate to carry out the business and
affairs of the Partnership, whether or not any such Persons so
employed are Affiliated Persons of, or related to, any Partner, and
to pay such fees, expenses, salaries, wages and other compensation to
such Persons as it shall in its sole discretion determine.
E. With respect to all of its obligations, powers and
responsibilities under this Agreement, the General Partner is authorized to
execute and deliver, for and on behalf of the Partnership, such instruments and
agreements as it deems proper, all on such terms and conditions as the General
Partner deems proper.
F. Any Person dealing with the Partnership or the General Partner may
rely upon a Certificate signed by the General Partner:
(i) as to the identity of the General Partner or Limited
Partners hereunder;
(ii) as to the existence or non-existence of any fact or facts
which constitute conditions precedent to acts by the General Partner
or in any other manner germane to the affairs of the Partnership;
(iii) as to who is authorized to execute and deliver any
instrument or document on behalf of the Partnership;
(iv) as to the authenticity of any copy of this Agreement
and amendments thereto; or
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(v) as to any act or failure to act by the Partnership or as
to any other matter whatsoever involving the Partnership or any
Partner.
Section 5.2. Restrictions on Authority of the General Partner.
A. Notwithstanding any other provisions of this Agreement, the
General Partner shall have no authority to do any act required to be approved or
ratified by the Limited Partners under the Act or as set forth in Section 5.2B.
B. Without the Consent of the Limited Partners, the General Partner
shall have no authority on behalf of the Partnership to:
(i) do any willful act in contravention of this Agreement or
the Act;
(ii) convert property of the Partnership to its own use, or
assign any rights in specific property of the Partnership for other
than a purpose of the Partnership;
(iii) perform any act that would subject any Limited Partner to
liability as a general partner in any jurisdiction or impose any
other liability on a Limited Partner except as provided for herein or
under the Act;
(iv) admit any Person as an Additional General Partner;
(v) make any election to discontinue, liquidate or dissolve
the Partnership; or
(vi) make any election, or take any other willful action, to
cause the Partnership to be treated as an association taxable as a
corporation for income tax purposes.
Section 5.3. Duties and Obligations of the General Partner - General.
A. The General Partner shall diligently and faithfully use its best
efforts to conduct the affairs of the Partnership in accordance with this
Agreement, the Act and other applicable Delaware law.
B. The General Partner shall take such action as may be necessary or
appropriate in order to form or qualify the Partnership under the laws of any
jurisdiction in which the Partnership is doing business or owns property or in
which such formation or qualification is necessary in order to protect the
limited liability of the Limited Partners or in order to continue in effect such
formation or qualification. The General Partner shall take all other action
necessary to perfect and maintain the Partnership as a limited partnership under
the laws of the State of Delaware and (if and to the extent required by
applicable law) to amend the Certificate of Limited Partnership from time to
time.
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C. The General Partner shall prepare or cause to be prepared and
shall file on or before the due date (including any extension thereof) any
Federal, state or local tax returns required to be filed by the Partnership. The
General Partner shall cause the Partnership to pay any taxes payable by the
Partnership.
D. The General Partner shall be under a duty to conduct the affairs
of the Partnership in good faith and in accordance with the terms of this
Agreement and in a manner consistent with the purposes of the Partnership.
Section 5.4. Compensation of General Partner - General.
The General Partner as the general partner of the Partnership shall
be entitled to reasonable compensation for its services and reimbursement for
expenses reasonably incurred in managing the Partnership.
Section 5.5. Other Business of Partners.
Nothing contained in this Agreement shall be construed or shall
operate to limit any Partner or any Affiliate of a Partner from directly or
indirectly engaging, independently or with others in any business which is or
may be competitive with the business of the Partnership. Each of the Partners,
including the General Partner, and Affiliated Persons shall be free to engage in
any business whatsoever, including any business within the purposes of the
Partnership, and neither the Partnership nor any Partner shall have any right by
virtue of this Agreement or the partnership relationship created hereby in such
other business or to the income or proceeds derived therefrom. Nothing in this
Agreement shall be deemed to prohibit any Partner or any Affiliate of a Partner
from dealing or otherwise engaging in business with the Partnership or with
Persons transacting business with the Partnership, or from providing services
relating to the purchase, sale, financing, management, development or operation
of any venture or activity of any nature whatsoever. Neither the Partner nor any
Affiliated Person of a Partner shall be obligated to present any particular
business opportunity to the Partnership, even if such opportunity is of a
character which could be taken by the Partnership.
Section 5.6. Limitation of Liability of General Partner;
Indemnification.
A. A General Partner shall not be liable under this Agreement to the
Partnership or any Limited Partner because any taxing authority disallows or
adjusts any deductions or credits of the Partnership or otherwise adjusts any
Partner's income tax return unless such action by the taxing authority is due to
a course of conduct by the General Partner constituting gross negligence,
material misrepresentation, willful misconduct, or material breach of fiduciary
duty. The General Partner shall not be liable for the return of the Capital
Contributions of the Limited Partners or for any portion thereof, it being
expressly understood that any return of capital shall be made solely from the
assets of the Partnership.
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B. Each of the General Partner and any Affiliate providing services
to the Partnership shall be indemnified by the Partnership against any losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims
sustained by it in connection with its duties as the General Partner of the
Partnership, or in the provision of services to the Partnership, respectively,
provided that the same were not the result of a course of conduct constituting
misconduct, gross negligence, material misrepresentation or material breach of
fiduciary duty. Any indemnity under this Section shall be provided out of and to
the extent of Partnership assets only, and no Limited Partner shall have any
personal liability on account thereof.
C. No General Partner shall be liable for damages or otherwise to the
Partnership or to any Partner for any act within the scope of the authority
conferred under this Agreement or for any failure to act, provided that such
General Partner in good faith determines that such course of conduct was in the
best interest of the Partnership and such course of conduct did not constitute
willful misconduct, gross negligence, material misrepresentation or material
breach of fiduciary duty.
D. The General Partner shall have no liability or responsibility
hereunder to make loans, advances or additional Capital Contributions to the
Partnership, except as expressly provided in this Agreement, or except as may
otherwise be provided as a matter of law. However, to the extent a General
Partner advances any funds to meet any liabilities or obligations of the
Partnership, any such advances shall be deemed loans to the Partnership by the
General Partner and shall accrue interest at the Prime Rate as printed in the
Wall Street Journal on the first business day of each month, payable in arrears
on the first day of each fiscal quarter of the Partnership, and such amounts
shall be due and payable on the earliest date that funds are available for
repayment from available Cash Flow, liquidation or dissolution of the
Partnership, or the sale or refinancing by the Partnership of any of its
properties and the receipt by the Partnership of the proceeds of such sale or
refinancing.
E. In the event that any action, suit or proceeding is instituted
against a General Partner or any Affiliate of a General Partner with respect to
the business, assets, liabilities or activities of the Partnership, the General
Partner or such Affiliate may, at Partnership expense, obtain separate legal
counsel and other expert assistance to defend or assist in defending any action,
suit or proceeding, provided the legal action relates to the performance of
duties or services by the General Partner or Affiliate on behalf of the
Partnership, the legal action is initiated by a third party who is not and has
never been a Partner of the Partnership, and the General Partner or the
Affiliate undertakes to repay the advanced funds to the Partnership, without
interest, if it is determined that the General Partner or Affiliate is not
entitled to indemnification. Such General Partner or Affiliate shall have
advanced to them by the Partnership, at their request, funds for payment of all
expenses and costs reasonably incurred in connection with the defense of any
such action or suit. The General Partner or the Affiliate shall not be advanced
funds for legal expenses and other related costs incurred as a result of any
legal action initiated by a Partner or former Partner or the Partnership against
the General Partner or an Affiliate.
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Section 5.7. Tax Matters Partner.
A. The General Partner shall serve as the Tax Matters Partner of the
Partnership, as provided in Treasury Regulations promulgated under Section 6231
of the Code. Each Partner hereby approves of such designation and agrees to
execute, acknowledge, and deliver such documents as may be deemed necessary or
appropriate to evidence such approval.
B. To the extent and in the manner provided by applicable Code
sections and Regulations thereunder, the Tax Matters Partner shall perform all
duties and functions required by law as such Tax Matters Partner.
ARTICLE 6
WITHDRAWAL OF GENERAL PARTNER
-----------------------------
Section 6.1. Limitation on Voluntary Withdrawal.
A General Partner may not withdraw voluntarily from the Partnership.
Except as expressly provided otherwise in this Agreement, a General Partner
shall not sell, transfer or assign his, her or its Interest or any portion
thereof, unless required to do so pursuant to the terms of any loan documents or
other instruments or agreements to which the Partnership is or shall become a
party.
Section 6.2. Death, Incapacity or Bankruptcy of a General Partner.
In the event of the death, incapacity or Bankruptcy of a General
Partner, or dissolution of a corporate General Partner, or in the event that a
creditor of a General Partner should attach or otherwise obtain an interest in
that General Partner's Interest in the Partnership, the General Partner shall
immediately cease to be a General Partner and his, her or its Interest shall
automatically and without further action by the Partnership be converted to a
Limited Partner Interest for the same Percentage Interest.
Section 6.3. Distributions to Withdrawn General Partner.
Subject to the maintenance of adequate reserves by the General
Partner, in the event of the withdrawal of a General Partner for any reason,
such General Partner or such General Partner's legal representative shall be
entitled to receive from the Partnership any positive balance in such General
Partner's Capital Account attributable to his or her or its General Partner's
Interest adjusted to the date of withdrawal.
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Section 6.4. Liability of Withdrawn General Partner.
If a General Partner shall cease to be a general partner of the
Partnership, he or she or it shall be and shall remain liable for all
obligations and liabilities incurred on account of activities of the Partnership
prior to or at the time he or she or it ceased to be a General Partner, but
shall be free of any obligation or liability incurred on account of the
activities of the Partnership after the time he or she or it ceased to be a
General Partner.
Section 6.5. Substituted General Partners.
In the event of the withdrawal of the sole remaining General Partner
for any reason, (including dissolution, death, incapacity, or bankruptcy) the
Limited Partners may elect to continue the Partnership. The Partnership will not
dissolve if a majority in Interest of the Limited Partners elect in writing
within 90 days of such withdrawal to continue the Partnership and, if necessary,
to appoint one or more Substitute General Partners effective as of the
withdrawal of the retiring General Partner.
ARTICLE 7
ASSIGNABILITY OF LIMITED PARTNERSHIP INTERESTS; REDEMPTION
----------------------------------------------------------
Section 7.1. Restrictions on Withdrawals and Assignments.
No Limited Partner may withdraw voluntarily from the Partnership
during the term of the Partnership. Except as otherwise expressly permitted in
this Agreement, no Limited Partner shall have the right to assign his, her or
its Interest except with the written consent of the General Partner, which
consent is exclusively within the discretion of the General Partner, and if the
proposed transferor is also the sole General Partner, with the consent of a
majority in Interest of the non-assigning Limited Partners, which consent is
wholly within the discretion of the non-assigning Limited Partners. Except as
otherwise expressly permitted in this Agreement, any attempt to assign without
the express written consent of the General Partner or the non-assigning Limited
Partners, as the case may be, shall be void and ineffectual and shall not bind
the Partnership. Further:
A. No assignment of any Interest may be made pursuant to a sale or
exchange if the Interest sought to be assigned, when added to the total of all
other Interests assigned pursuant to a sale or exchange within a period of
twelve (12) consecutive months prior thereto would, in the opinion of legal
counsel for the Partnership, result in the Partnership's termination within the
meaning of Section 708 of the Code, unless the Partnership shall have first
received an opinion from tax counsel satisfactory to the Partnership that such a
termination would have no adverse tax impact on the Partnership or any Partner.
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B. The General Partner may require that any assignment of an Interest
in the Partnership be made only if the assignor or assignee provides an opinion
of counsel that such assignment would not require filing of a registration
statement under the Securities Act of 1933 or would otherwise not be in
violation of any Federal or state securities laws (including any investment
suitability standards) applicable to the Partnership.
C. No assignment shall be made to a minor or incompetent (unless a
guardian, custodian or conservator has been appointed).
D. No assignment shall be made to a person not permitted to be a
transferee under law (including applicable securities law).
Section 7.2. Assignees and Substituted Limited Partner.
A. The death, dissolution or Bankruptcy of a Limited Partner in and
of itself shall not dissolve the Partnership.
B. Where the General Partner or the non-assigning Limited Partners,
as the case may be, have consented to an assignment of an Interest, the
Partnership need not recognize such assignment for any purpose unless there
shall have been filed with the Partnership a duly executed counterpart of the
instrument making such assignment signed by both the assignor and the assignee
which evidences the written acceptance by the assignee of his, her, or its
agreement to be bound by all of the terms and provisions of this Agreement and
represents that such assignment was made in accordance with all applicable laws
and regulations (including investment suitability requirements).
C. If a Limited Partner assigns all of his, her or its Interest, he,
she or it shall cease to be a Limited Partner of the Partnership, but the
assignee of such Interest shall not become a Limited Partner unless and until
such assignee is admitted as a Substituted Limited Partner pursuant to Section
7.2D.
D. Any person who is an assignee of any of the Interests of a Limited
Partner shall become a Substituted Limited Partner when the General Partner
shall have accepted such Person as a Limited Partner of the Partnership, the
books and records of the Partnership reflect such Person as admitted to the
Partnership as a Limited Partner, such person has satisfied the requirements of
Section 7.1, Section 7.2B and Section 11.1A, and when such Person shall have
paid all reasonable legal fees and filing costs incurred by the Partnership in
connection with his, her or its substitution as a Limited Partner; provided,
however, that the General Partner's consent to the substitution of any assignee
of an Interest as a Substituted Limited Partner may be granted or withheld in
its sole discretion.
E. Any Person who is the assignee of any of the Interest of a Limited
Partner but who does not become a Substituted Limited Partner and desires to
make a further assignment
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of any such Interest shall be subject to all the provisions of this Article
Seven to the same extent and in the same manner as any Limited Partner desiring
to make an assignment of the Interest.
Section 7.3. Allocations Subsequent to Transfer.
In the event of the admission or withdrawal of a Limited Partner, or
in the event all or any part of a Partnership Interest is validly transferred
under the terms of this Article 7, all Partnership items allocated under Article
4 hereof shall be further allocated based upon the ownership of the respective
Partnership Interests prior to and following the effective date of such
admission, withdrawal or transfer in a manner consistent with the requirements
of Section 706 of the Code.
Section 7.4. Liquidation of a Partner's Interest.
In the event there is a liquidation of any Partner's Partnership
Interest, for purposes of Regulation Section 1.704-1 under Code Section 704
(prior to dissolution or liquidation of the Partnership as provided in Article 8
hereof), liquidating distributions, if any, shall be made to such Partner in the
ratio that the positive balance, if any, in such Partner's Capital Account,
after taking into account all Capital Account adjustments provided for in
Section 3.4 hereof (other than those made as a result of any such liquidating
distributions), bears to the aggregate positive Capital Account balances (as so
adjusted) of all Partners. Such liquidating distributions shall be made no later
than the end of the taxable year during which such liquidation takes place or,
if later, within 90 days after the date of such liquidation.
ARTICLE 8
DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP
----------------------------------------------
Section 8.1. Events Causing Dissolution.
A. The business of the Partnership shall continue upon the withdrawal
of a General Partner if there is at least one other General Partner at that
time.
B. The Partnership shall be dissolved on the first to occur of the
following events:
(i) the entry of an order for relief with respect to the
Partnership in the U.S. Bankruptcy Court;
(ii) the withdrawal, dissolution, removal, death, adjudication
of incompetency, or Bankruptcy of the last remaining General Partner,
unless the Partnership is continued pursuant to Section 6.5;
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(iii) the decision of the General Partner to liquidate the
Partnership, with the written consent of Limited Partners who then
own more than two-thirds of the Percentage Interests owned by all of
the Limited Partners; or
(iv) the withdrawal, removal, death, adjudication of
incompetency, or Bankruptcy of the last remaining Limited Partner,
unless within 90 days after the occurrence of such event the personal
representative of the last Limited Partner and all of the General
Partners agree in writing to continue the business of the Partnership
and to admit the personal representative of such Limited Partner (or
its nominee or designee) as a Limited Partner, effective as of the
occurrence of such event.
Dissolution of the Partnership shall be effective on the day on which
the event occurs giving rise to the dissolution. The Partnership shall not be
terminated until the assets of the Partnership shall have been distributed as
provided in Section 8.2. Notwithstanding the dissolution of the Partnership,
prior to the termination of the Partnership, as aforesaid, the business of the
Partnership and the affairs of the Partners as such shall continue to be
governed by this Agreement.
C. Partners shall look solely to the assets of the Partnership for
all distributions with respect to the Partnership and their Capital Contribution
thereto, and shall have no recourse therefor (upon dissolution or otherwise)
against any General Partner, any Affiliate of a Partner, or any Limited Partner.
Section 8.2. Liquidation.
A. Upon the dissolution of the Partnership, its affairs shall be
wound up and it shall be liquidated and the proceeds of such liquidation and the
Partnership's other assets shall be distributed as follows:
(i) All of the Partnership's ascertained debts and
liabilities to creditors, including Partners, shall be paid and
discharged in the order provided by applicable law.
(ii) A reserve shall be set aside in an amount reasonably
required in the judgment of the General Partner to provide for
contingent or other liabilities of the Partnership.
(iii) The Partnership's Net Profit or Net Loss (including
without limitation any gain or loss resulting from any sales or other
dispositions of Partnership property in connection with the
liquidation of the Partnership) shall be computed and shall be
allocated to the Partners in accordance with Article 4 hereof, and
the Partners' Capital Accounts shall be adjusted in accordance with
Section 3.4 hereof.
(iv) Distribution shall be made to the Partners, in
liquidation of the Partnership Interests of all of the Partners, to
those Partners with positive Capital Account balances,
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after taking into account all Capital Account adjustments provided
for in Section 3.4 hereof (other than those made as a result of any
such liquidating distributions) in the ratios of such positive
Capital Account balances, as so adjusted.
(v) The remainder of the Partnership assets, if any, shall be
distributed to the Partners in accordance with their Percentage
Interests.
(vi) Each Partner shall receive his, her or its share of such
distributions in cash and/or in kind, and the portion of such share
that is received in cash may vary from Partner to Partner, all as the
General Partner may in his sole discretion determine.
Notwithstanding the foregoing, if any assets of the
Partnership are to be distributed in kind, such assets shall be
distributed on the basis of the fair market value thereof, and any
Partner entitled to any interest in such assets shall receive such
interest therein as a tenant-in-common with all other Partners so
entitled. If any asset is to be distributed in kind, the Partner's
Capital Accounts shall be adjusted as provided in Section 3.4 hereof
(consistent with the requirements of Regulations under Sections
704(b) and 704(c) of the Code) before any such distribution is made
to reflect the increases or decreases to said Capital Accounts which
would have occurred if such asset to be distributed in kind had been
sold for its fair market value by the Partnership immediately prior
to such distribution. All such liquidating distributions shall be
made by the end of the taxable year of the Partnership in which there
is a liquidation of the Partnership for purposes of Paragraphs
(b)(2)(ii)(b) and (b)(2)(ii)(g) of Regulation Section 704 or, if
later, within 90 days after the date of such liquidation.
(vii) As soon as practicable, the remaining balance, if any, of
the reserve established in accordance with Subparagraph (ii) hereof
shall be distributed to the Partners in the manner set forth herein.
B. Distribution of cash or property to the Partners in accordance
with the provisions of Paragraph A hereof shall constitute a complete return to
the Partners of their respective Partnership Interests in the Partnership
assets.
C. The winding up of the Partnership's affairs and the liquidation
and distribution of its assets shall, subject to the provisions of the Act, be
conducted exclusively by the General Partner, who is authorized to do any and
all acts authorized by law for these purposes. When the General Partner has
complied with the foregoing liquidation plan, the Partners shall execute,
acknowledge, and cause to be filed an instrument evidencing the cancellation of
the Certificate of Limited Partnership of the Partnership.
ARTICLE 9
BOOKS AND RECORDS, ACCOUNTING, REPORTS, TAX ELECTIONS, ETC.
-----------------------------------------------------------
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Section 9.1. Books and Records.
The books and records of the Partnership shall be maintained by the
General Partner in accordance with applicable law at the principal office of the
Partnership and shall be available for examination at such location by any
Partner or such Partner's duly authorized representative at any and all
reasonable times for any purpose reasonably related to the Partner's interest in
the Partnership.
Section 9.2. Accounting and Fiscal Year.
The books of the Partnership shall be maintained in accordance with
accounting methods employed for federal income tax reporting purposes. The
Fiscal Year of the Partnership shall end December 31 of each year, unless
otherwise required by Section 706 of the Code.
Section 9.3. Bank Accounts and Investments.
The funds of the Partnership shall be held in the name of the
Partnership. These funds shall be deposited in the name of the Partnership in
such bank accounts in such banking institutions as the General Partner shall
determine, and withdrawals therefrom shall be made only in the regular course of
Partnership business on such signature or signatures as the General Partner
shall determine. The funds of the Partnership shall not be commingled with the
funds of any other Person.
Section 9.4. Reports.
The General Partner shall deliver to the Limited Partners with
respect to each Fiscal Year no later than the date prescribed for filing such
information as shall be necessary for the preparation of Partner' Federal, State
or other income tax returns.
ARTICLE 10
MEETINGS AND VOTING RIGHTS OF LIMITED PARTNERS
----------------------------------------------
Section 10.1. Meetings.
A. Meetings of the Partnership may be called by the General Partner
for any purpose. Notification of any such meeting shall be sent to all Partners.
Any matter requiring the Consent of the Limited Partners under this Agreement
may be considered at a meeting of the Partners held not less than twenty nor
more than sixty days after Notification of that meeting has been given by the
General Partner to all Partners. Notification (a) may be given by the General
Partner, in its discretion, at any time; and (b) will be given by the General
Partner within thirty days after receipt by the General Partner of a request for
such a meeting made by Limited Partners who hold in the aggregate more than 50%
of the Interests of all Limited Partners. Any
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Notification will state briefly the purpose, time, and place of the meeting.
Such meeting may be held at the principal office of the Partnership or at such
other location as the General Partner calling the notice may deem appropriate or
desirable.
B. The Limited Partners may be represented in person or by proxy. The
General Partner shall give all the Limited Partners Notification of any proposal
or other matter required by any provision of this Agreement or by law to be
submitted for the consideration and approval of the Limited Partners, and that
Notification will include any information required by the relevant provision of
this Agreement or by law. No Notification of the time, place or purpose of any
meeting of Partners need be given to a Limited Partner if he, she or it attends
in person or is represented by proxy (except when the Limited Partner attends a
meeting and objects to the meeting on the ground that the meeting is not
lawfully called or convened), or if the Limited Partner in a writing executed
and filed with the records of the meeting, either before or after the time
thereof, waives such Notification.
ARTICLE 11
MISCELLANEOUS PROVISIONS
------------------------
Section 11.1. Appointment of the General Partner as Attorney-in-Fact.
A. Each Limited Partner, including each Substituted Limited Partner,
by the execution and delivery of this Agreement, irrevocably constitutes and
appoints the General Partner and the president of any corporate General Partner,
acting singly, as his, her or its true and lawful agent and attorney-in-fact
with full power and authority in such Limited Partner's name, place and stead to
execute, acknowledge, deliver, swear to, file and record at the appropriate
public offices such documents as may be necessary or appropriate to carry out
the provisions of this Agreement, including but not limited to:
(i) all counterparts of this Agreement, and any amendment or
restatement thereof, including all certificates (including the
certificate(s) contemplated by Section 11.3C. hereof) and
instruments, which the General Partner deems appropriate to organize,
qualify or continue the Partnership as a limited partnership in the
jurisdictions in which the Partnership may conduct business or in
which such organization, qualification or continuation is, in the
opinion of the General Partner, necessary or desirable to protect the
limited liability of any Limited Partner;
(ii) all amendments to this Agreement adopted in accordance
with the terms hereof and all instruments which the General Partner
deems appropriate to reflect a change or modification of the
Agreement in accordance with the terms hereof;
(iii) all documents or instruments which the General Partner
deems appropriate to reflect the admission of a Partner (including
any Substituted General or Limited
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Partner), the dissolution of the Partnership, sales or transfers of
Partnership Interests, or the initial amount or increase or reduction
in amount of any Partner's Capital Contribution or reduction in any
Partner's Capital Account; and
(iv) any document or instrument deemed necessary to effectuate
the provisions of Section 5.1C granting authority to the General
Partner as provided therein.
B. The appointment by the Limited Partners, including any Substituted
Limited Partner, of the General Partner as attorney-in-fact in Section 11.1A,
shall be deemed to be a power coupled with an interest, in recognition of the
fact that each of the Partners under this Agreement will be relying upon the
power of the General Partner to act as contemplated by this Agreement in any
filing and other action on behalf of the Partnership, and shall survive, and not
be affected by the subsequent bankruptcy, death, incapacity, disability,
adjudication of incompetence or insanity, or dissolution of any Person hereby
giving such power or the transfer or assignment of all or any part of the
Interest of such Person; provided however, that in the event of the transfer or
assignment of all of a Limited Partner's Interest, the foregoing power of
attorney of a transferor Partner shall survive such transfer only until such
time as the transferee shall have been admitted to the Partnership as a
Substituted Limited Partner and all required documents and instruments shall
have been duly executed, filed and recorded to effect such substitution.
Section 11.2. Counterparts.
A. The General Partner and the Limited Partners, any Substituted
Limited Partner and any Substituted General Partner shall each become a
signatory hereof by signing such number of counterpart signature pages to this
Agreement and such other instruments and in such manner as the General Partner
shall determine. By so signing, the Limited Partners, any Substituted Limited
Partner or Substituted General Partner, as the case may be, shall be deemed to
have adopted, and to have agreed to be bound by, all the provisions of this
Agreement.
B. This Agreement may be executed in several counterparts, all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.
Section 11.3. Amendments.
A. In addition to the amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partner with the Consent of the Limited Partners; provided, however, that
without the consent of all of the Partners, this Agreement may not be amended so
as to (i) convert the Interest of a Limited Partner into a General Partner's
Interest; (ii) modify the limited liability of a Limited Partner; (iii) alter
the Interest of a Partner in Net Profits, Net Losses, gains from a sale or
losses from a sale or distributions of Cash Flow (except in connection with the
admission or withdrawal of a Partner to or from the Partnership); (iv) reduce
the percentage of Partners which is required to consent
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to any action hereunder; (v) permit the General Partner to take any action
prohibited by Section 5.2; or (vi) modify this Section 11.3A. In addition to the
amendments otherwise authorized herein, amendments may be made to this Agreement
from time to time by the General Partner without notification to or Consent of
the Limited Partners solely to cure any ambiguity, defect or inconsistency in
this Agreement.
B. If this Agreement shall be amended as a result of adding or
substituting a Limited Partner, the amendment to this Agreement shall be signed
by the General Partner and by the Person to be substituted or added and, if a
Limited Partner is to be substituted, by the assigning Limited Partner. If this
Agreement shall be amended to reflect the withdrawal of the General Partner when
the business of the Partnership is being continued, such amendment shall be
signed by the successor General Partner.
C. In making any amendments, there shall be prepared and filed for
recordation by the General Partner such documents and certificates as shall be
required to be prepared and filed under the Act and under the laws of any other
jurisdictions under which the Partnership is then formed or qualified.
Section 11.4. Binding Provisions.
The covenants and agreements contained herein shall be binding upon,
and inure to the benefit of, the heirs, executors, administrators, personal
representatives, successors and assigns of the respective parties hereto.
Section 11.5. Applicable Law.
This Agreement shall be construed and enforced in accordance with the
laws of the State of Delaware.
Section 11.6. Separability of Provisions.
Each provision of this Agreement shall be considered separable and if
for any reason any provision or provisions hereof are determined to be invalid
and contrary to any existing or future law, such invalidity shall not impair the
operation of or affect those portions of this Agreement which are valid.
Section 11.7. Arbitration.
Each Partner hereby agrees that any dispute or claim he, she or it
may have with or against another Partner relating to the Partnership or its
business, or between any Partner and the Partnership, shall not be the subject
of litigation but shall instead be submitted to binding arbitration pursuant to
the rules of the American Arbitration Association, Naples, Florida, office, or
another private arbiter mutually satisfactory to the parties to the dispute.
Each Partner hereby further agrees that the losing party in any such arbitration
shall pay the other party's costs,
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including reasonable legal and other professional fees, paid or incurred in
defending against any such dispute or claim.
Section 11.8. Entire Agreement.
This Agreement constitutes the entire agreement among the parties; it
supersedes any prior agreement or understandings among them, oral or written,
all of which are hereby cancelled. This Agreement may not be modified or amended
other than as provided in Section 11.3.
Section 11.9. Headings, Etc.
The headings in this Agreement are inserted for convenience of
reference only and will not affect interpretation of this Agreement. Whenever
from the context it appears appropriate, each term stated in either the singular
or the plural will include the singular and the plural, and pronouns stated in
the neuter gender will include the masculine, the feminine, and the neuter.
Section 11.10. No Waiver.
The failure of any Partner to seek redress for violation or to insist
on strict performance, of any covenant or condition of this Agreement will not
prevent a subsequent act that would have constituted a violation from having the
effect of an original violation.
Section 11.11. Legends.
If certificates are issued evidencing a Limited Partnership Interest,
each certificate will bear legends as may be required by applicable federal and
state laws, or as may be deemed necessary or appropriate by the General Partner
to reflect restrictions upon transfer contemplated herein.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first above written.
GENERAL PARTNER:
CLP, Inc.
By:
----------------------------
Abraham D. Gosman, President
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CHANCELLOR PARTNERS LIMITED PARTNERSHIP I
Limited Partner Signature Page
------------------------------
The undersigned Limited Partner hereby executes the Agreement of
Limited Partnership of Chancellor Partners Limited Partnership I, agrees to be
bound by all of the provision of said Agreement, and authorizes the attachment
of this signature page to a counterpart of said Agreement executed by the
General Partner of said Partnership.
Dated as of: , 1997
----------------------------------
Andrew Gosman
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CHANCELLOR PARTNERS LIMITED PARTNERSHIP I
Limited Partner Signature Page
------------------------------
The undersigned Limited Partner hereby executes the Agreement of
Limited Partnership of Chancellor Partners Limited Partnership I, agrees to be
bound by all of the provision of said Agreement, and authorizes the attachment
of this signature page to a counterpart of said Agreement executed by the
General Partner of said Partnership.
Dated as of: , 1997
By:
-------------------------------
Michael Gosman
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<PAGE>
CHANCELLOR PARTNERS LIMITED PARTNERSHIP I
Limited Partner Signature Page
------------------------------
The undersigned Limited Partner hereby executes the Agreement of
Limited Partnership of Chancellor Partners Limited Partnership I, agrees to be
bound by all of the provisions of said Agreement, and authorizes the attachment
of this signature page to a counterpart of said Agreement executed by the
General Partner of said Partnership.
Dated as of: , 1997
CHANCELLOR PARTNERS BUSINESS TRUST
By:
------------------------------
Michael M. Gosman, Trustee
By:
------------------------------
Andrew D. Gosman, Trustee
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CHANCELLOR PARTNERS LIMITED PARTNERSHIP I
Schedule A
----------
Partners and Capital Contributions
----------------------------------
General Partner Capital Contribution Percentage Interest
- --------------- -------------------- -------------------
CLP, Inc. 18,707 shares of Common .46043%
Stock of PhyMatrix Corp.
and 20,968 shares of
Common Stock of
CareMatrix Corporation
Limited Partners
- ----------------
Name Capital Contribution Percentage Interest
- ---- -------------------- -------------------
Andrew Gosman 1,421,677.3 shares of 35.3783%
Common Stock of
PhyMatrix Corp. and
1,619,836 shares of
Common Stock of
CareMatrix Corporation
Michael Gosman 1,421,677.3 shares of 35.3783%
Common Stock of
PhyMatrix Corp. and
1,619,836 shares of
Common Stock of
CareMatrix Corporation
Chancellor Partners 1,156,645.4 shares of 28.783%
Business Trust Common Stock of
PhyMatrix Corp. and
1,317,863 shares of
Common Stock of
CareMatrix Corporation
28
