Partnership Organization and Operations | 1. Partnership Organization and Operations Detonics Small Arms Limited, a Washington State limited partnership ("the partnership"), was formed on January 28, 1981 for the purpose of raising certain capital through the public offering of Limited Partnership interests (4,250 units; $1,000 per unit), and acquiring the rights to and conducting research and development with respect to a group of small arms products. Subsequently, the Partnership commenced limited manufacturing and marketing activities for certain products. The Partnership has one general partner and limited partners comprised of certain investor groups. The Partnership entered the production stage. Development of the small arms products was completed. For admission to the Partnership, an investor is assigned to a group (one group is associated with each phase), based on the timing of receipt of the contribution. 4,250 limited partnership units are outstanding. The units of the Partnership are non-assessable. Partners' Capital Initial contributions aggregating $4,250,000.00 were made by the Limited Partners in 1981. The General Partners have not and will not make any capital contributions. Partners share in income or loss of the partnership as set forth below. Allocation of Income, Loss and Cash Distributions The loss attributable to the research and development efforts of each phase was allocated to the partners included in such phase as follows: Limited Partners, pro rata 95% General Partners 5% All income and/or loss attributable to the operations after the research and development program has been completed, including revenues derived from the sale or other disposition of any rights or interest, shall be allocated as follows: Limited Partners, all groups, pro rata 95% General Partners 5% The Limited Partners shall receive one hundred percent of the cash available for distribution, until such time as the Limited Partners have received in distribution an amount equal to the cumulative capital contributions received from Limited Partners. After the Limited Partners have received cash distributions in an amount equal to the cumulative capital contributions received from Limited Partners, the General Partners will receive one hundred percent of the cash available for distribution, until such time as the General Partners have received an amount equal to five percent of the cumulative capital contributions received from Limited Partners. Thereafter, the cash available for distribution shall be allocated as follows: Limited Partners, all groups, pro rata 95% General Partners 5% Upon dissolution of the Partnership, proceeds of the liquidation will be applied in accordance with the terms of the Amended Certificate and Agreement of Limited Partnership in the following order of priority: 1) To the payment of liabilities of the Partnership and expenses of liquidation; 2) To the setting up of any reserves which the General Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, or of the General Partners, arising out of or in connection with the Partnership; 3) To the repayment of the Limited Partners' contributions to the capital of the Partnership, plus an amount equal to six percent of the capital contributions per annum cumulative, less the sum of prior distributions to investors from cash available for distribution; 4) Any balance then remaining shall be apportioned among all the partners as follows: Limited Partners, pro rata 95% General Partners 5% Pursuant to the terms of the Partnership Agreement, the General Partners are not required to contribute to the Partnership any deficit in their capital accounts which exist after application of proceeds of liquidation as set forth above. |