COPY

SULLIVAN & CROMWELL

48 , , •January 11, 1934.

.Mr. Arthur Lehman, Lehman Brothers, 1 %lliarnStreet, New York, H.I.

Dear Arthur:

In connection with the termination of Harold's interest in the firm and the reorganization of the firm there arecertain papers to be signed by Herbert, which I enclose herewith and the purpose of which Ishall briefly describe:

1. Agreement (No.5A) with respect to Harold's interest in the $900,000 bond on your building.

document is designed to release Harold's

Estate from further obligation under the bond. At the same time, the*~e is included in it an agreement hy the Esrbate with respect to the can- cellation of certain debts of the junior partners; the purpose of including these two separate matters in the same agreement being the technical legal one, in order tonave the benefit of the consideration arising from the first transaction as additional support for the second.

2. Agreement (No.5B) with respect to the cancellation of the $900,000 bond.

As will appear from the face of this agreement, its intention is to relieve the individual Senior Partners from their present contingent liability on this bond, the obligation to continue as a firm obligation just the same as any other firm debt. It also affects Herbert specifically. He has five percent* of the stock of the building corporation, which stock is being valued for the purposes of the settlement with

Harold's Estate and the taking in of your new partner at zero, the building and furnishings being valued at the exact amount of the bond,

05 ay. Mr. Arthur Lehman

namely, $900,000. In view of these facts, it seems entirely faifi to

Herbert to ask him to surrender his stock in the building corporation and his interest in the reserve in exchange for being relieved of his obligation on the bond.

3. Three agreements (Nos.6A, B and C) between the Senior Partners and Paul Mazur, John Hancock and Bill Hammer slough, respectively.

The purpose of these agreements is primarily to change the terms of the original agreements entered into by these junior partners on November 30, 1931 and to endeavor to more correctly express what ?ras the original intention of the partners. Unfortunately, owing toihe fact that this action was not taken prior to Harold s death, there is a slight question as to whether the action taken by Harold's Executors in cancelling his share in these agreements is legally correct, and on that account Paragraph Ninth has been inserted in theseagreementB*

4. A letter (No.7) to be signed by Herbert among others, addressed to Harold's Executors,and which fits in with Paragraph Ninth of the agreements above referred to.

5. A letter (No.8) to be signed by Herbert among others, addressed to Cecile, which is I believe selfexplanatory.

I trust that the above matters will be entirely clear toHerbert, but if theee is any further explanation which he would like I shall, of course, be glad to furnish it to him.

Very truly yours,

(signed) EUSTACE SELIGMAN

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