GENERAL PARTNERSHIP
THIS AGREEMENT OF GENERAL PARTNERSHIP entered into as of January 5,
1995, by and among Northeast Ticketing Company and Southeast Ticketing Company
(hereinafter collectively referred to as "Partners" and individually as
"Partner").
1. Name and purpose. The Partnership shall be carried on under the name
of Conn Ticketing Company. The Partnership has been formed for the purpose of
engaging in the computerized ticketing business in the State of Connecticut. The
Partnership may engage in any and all other activities as may be necessary,
incidental or convenient to carry out the business of the Partnership as
contemplated by this Agreement.
2. Place of business. The principal office of the Partnership shall be
located at 92 Weston Street, Suite 30, Hartford, Connecticut 06120, or at such
other place as shall be agreed upon by the Partners from time to time.
3. Partners. The name and address of each of the Partners are as
follows:
Northeast Ticketing Company 92 Weston Street, Suite 30
Hartford, Connecticut 06120
Southeast Ticketing Company 92 Weston Street, Suite 30
Hartford, Connecticut 06120
4. Term. The Partnership shall commence on January 1, 1995, and shall
continue until terminated as provided in this Agreement.
5. Capital contributions. Each of the Partners has contributed to the
capital of the Partnership, in cash, the amount set forth opposite his name:
Partner Contribution
Northeast Ticketing Company $ 1,000
Southeast Ticketing Company $ 1,000
An individual capital account shall be established and maintained for
each Partner, who shall receive an interest in the Partnership and shall be
credited with the amounts of its capital contributions to the Partnership from
time to time. A Partner shall not be entitled to interest on its capital
contribution, or to withdraw any part of its capital account, or to receive any
distribution from the Partnership, except as specifically provided herein.
6. Net profits, net losses and cash flow. (a) Profits and losses. Each
partner shares equally in the net profits and surplus remaining after all
liabilities, including those to Partners are satisfied; and must contribute
toward the losses, whether of capital or otherwise, sustained by the Partnership
according to its share in the profits.
The terms "net profits" and "net losses" shall mean the net profits and
losses of the Partnership as determined for federal income tax purposes by the
certified public accountant servicing the partnership account.
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(b) Cash flow. The cash flow of the Partnership shall be determined
separately for each fiscal year and not cumulatively and, as so determined,
shall be distributed in the same proportion as profits and losses are shared in
accordance with paragraph 6(a). The cash flow shall be distributed at the
discretion of the Partners, but at least semiannually.
(c) Income accounts. A separate income account shall be maintained for
each Partner. Partnership profits and losses shall be charged or credited to the
separate income account of each Partner. If a Partner has no credit balance in
his income account, losses shall be charged to his capital account.
7. Rights and duties of Partners in relationship to Partnership. (a)
Each Partner has equal rights in the management and conduct of the Partnership
business and shall provide such services to the operation of the Partnership
business as it shall deem proper and necessary, including keeping all Partners
informed of all letters, accounts, writings and other information which shall
come to a Partner's attention concerning the business of the Partnership.
Partners shall render true and full information of all things affecting the
Partnership to the other Partner or its legal representative.
(b) The Partnership must indemnify every Partner in respect of payments
made and personal liabilities reasonably incurred by it in the ordinary and
proper conduct of Partnership business, or for the preservation of Partnership
business or property.
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(c) Each Partner must account to the Partnership for any benefit and
hold as trustee for it any profits derived by it without the consent of the
other Partner from any transaction connected with the formation, conduct, or
liquidation of the Partnership or from any use by it of Partnership property.
(d) The Partnership shall keep or cause to be kept full records of each
transaction of the Partnership and shall maintain such records at the principal
office of the Partnership or at the principal office of the partnership's
accounting firm. Said records shall be open for inspection and examination by
all Partners, or their duly authorized representative, at all reasonable times.
The fiscal year of the Partnership shall end on December 31.
(e) Either Partner shall not be liable to the Partnership or to any
Partner for any mistake or error in judgment or for any act or omission believed
in good faith to be within the scope of authority conferred by this Agreement.
(f) No Partner is entitled to remuneration for acting in the
Partnership business.
8. Voting. Each Partner shall vote in proportion to his capital
interest in the Partnership from time to time. Each Partner may exercise his
vote by written or oral notification to the other Partner, in each of those
instances hereinafter stated.
9. Amendments. Amendments to this Agreement shall become effective only
if in writing, signed by all the Partners.
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10. Withdrawal from Partnership.
(a) Partial or complete withdrawal. Each Partner shall have the right
to withdraw either partially or completely from the Partnership at the end of
any fiscal year or at the end of the second quarter of any fiscal year. Written
notice of intention to withdraw shall be served on the remaining Partner by the
withdrawing Partner at least 45 days before the end of such fiscal year or
quarter. The partial or complete withdrawal of a Partner shall have no effect on
the continuance of the partnership business.
(b) Distribution. The distribution for the withdrawn Partnership Units
shall be the fair market value thereof, as of the close of business on the
effective date of the withdrawal (the end of the fiscal year or the end of the
second quarter of the fiscal year). The fair market value of each Unit shall be
determined by substituting the fair market value as of such date, in place of
the book value, of all asset value, as redetermined, all liabilities of the
Partnership as of such date, and dividing the resulting figure (representing the
net fair market value of all Units of the partnership) by the total number of
Partnership Units being withdrawn.
To the extent possible, the determination of the fair market value of
the Partnership Unit shall be made by the certified public accountant who is
then servicing the Partnership.
In making the adjustment for the fair market value of any asset without
a readily ascertainable value and with respect to which the fair market value
cannot be agreed upon by the Partnership and withdrawing Partner, the
Partnership shall apply and rely upon the written appraisal of a qualified
appraiser of such asset, selected by the Partnership for that purpose at the
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expense of the Partnership. All such determinations of fair market value shall
be made within 60 days after the effective date of the withdrawal of a
Partnership Unit.
(c) Payment. Payment from the Partnership for the Units withdrawn by a
Partner pursuant to this paragraph shall be made within 120 days after the
determination of the value of the partnership Units.
11. Transfer of partnership interest.
(a) Permitted transfers. Subject to paragraph 11(b) below, a Partner's
interest is assignable in whole or in part. A Partner ceases to be a Partner
upon assignment of all its Partnership interest.
A conveyance by a Partner of its interest in the Partnership does not
of itself dissolve the partnership, nor, as against the other Partners in the
absence of agreement, entitle the assignee, during the continuance of the
Partnership, to interfere in the management or administration of the partnership
business or affairs, or to require any information or account of partnership
transactions, or to inspect Partnership books; but it merely entitles the
assignee to receive in accordance with its contract the profits to which the
assigning Partner would have otherwise been entitled.
(b) Prohibited transfers. A Partner shall not pledge, cause a lien to
be placed against, or encumber, its partnership interest in any way. Unless
authorized by the other Partners, a Partner has no authority to assign the
Partnership property in trust for creditors or on the
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assignee's promise to pay the debts of the Partnership; dispose of the good will
of the business; do any other act which would make it impossible to carry on the
ordinary business of the Partnership; confess a judgment, submit a Partnership
claim or liability to arbitration or reference.
A Partner shall not sell or in any other way transfer its Partnership
interest without first offering such interest for sale to the Partnership in a
writing addressed and delivered to the principal office of the Partnership. Said
notice shall set forth the proposed sale price and terms of sale. Thereupon, the
Partnership shall have a period of 30 days to notify the selling Partner of its
intention to purchase the interest offered for sale pursuant of the terms of
that offer. If the Partnership shall timely elect to purchase the selling
Partner's interest, then within 45 days after receipt by the Partnership of such
offer to sell, the partnership shall purchase said interest at the price and on
the terms at which said interest is offered for sale. If the interest is not
purchased by the Partnership within said 45-day period, then during the
six-month period thereafter the offering Partner may sell his Partnership
interest so offered for sale to any person whomsoever. Provided, however, that
said interest shall not be sold at a lower price or on more favorable terms that
than the price and terms set forth in the notice sent by the Partner in
accordance with this paragraph 11(b). And provided further, however, that if the
offering Partner does not sell his Partnership interest within the said
six-month period, then thereafter he shall not sell or in any other way transfer
such interest without first reoffering such interest for sale to the
Partnership, in the manner set forth in this paragraph 11(b).
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12. Notices. All notices, consents and other instruments hereunder
shall be in writing and mailed by certified mail, return receipt requested,
postage prepaid, and shall be directed to the parties hereto at the addresses
hereinabove set forth or at the last addresses of the parties furnished by them
in writing.
13. Binding effect
This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective administrators, executors, legal
representatives, successors and permitted assigns.
In witness whereof the parties hereto have executed two copies of this
Agreement on the day and year first above written.
NORTHEAST TICKETING COMPANY SOUTHEAST TICKETING COMPANY
By: /s/ [illegible] By: /s/ James [Illegible]
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Its President Its President
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