If LotR Had Been Written By Someone Else!?

[marksar]

I am supprise someone has not done R.A. Salvatore. So I will give it a shot…

I have come to understand over the course of my journey that I must carry the one ring. Even though it started off as a burden, I know realize the ring has made me what I am, and without it, I would be a very fat content hobbit, but I would know nothing of life. I would have never know Aragon, Gimli, or Legolas, from who I have gained so much. I would be another hobbit in that dark hole. I think back to my younger days with Billbo, and remember the lessons he taught me. How we both were under the dark veil of the ring, and how he gave me a chance to destroy the ring, and chance he would never have.

I have walked in darkness with the ring, and I look at Smeagol and wonder if I may follow the same course as him eventually. We are both so much alike. But no, were Smeagol walks alone, I have Sam, and Gandalf, and a host of others. Smeagol wants the ring, needs the ring. I endure the ring, knowing always that although it would give me power, it would destroy those around me, and that is the difference - Smeagol would use the ring’s power without thought, without care. The memory of my friends save me from the ring, as well as any of their blades ever have saved me from orc, or goblin, or troll. As Gandlf sacrificed himself that I may have a chance, so would I for my firends, I can do no less for his memory. No, I am not like Semgol, I walk with others, and they make the difference.

I know not what path opens ahead of me, but I walk it with others even though they are not with me. Sting reminds me of Bilbo. The elvish cloak I wear of Gladrial and Legolas. When I follow a trail, I remember the skills taught me by Aragon. I will not fail. If I fail, I fail not only myself, but every person who has ever placed faith in me, and that is something I will not, can not allow. I alone can destroy the ring. I alone can carry the ring, its awful weight weighting me down. I have come to accept this and am at peace with it.

                                                                                      Frodo Baggins.

[paparush]

“Och! Werz Aragorn?”
“Eze laid up drunk in the Prancing Pony fer three days now…”
“Och! Watz there ta eat?”
“Ya know there’s nuttin but tea and toast…an not mucha dat. Frodo take Sam and yer sister, load up the pram and make it down to Saurumon’s and sell that damned ring…take nottin less than a fiver…”

My eyes were so swollen wit crud, I could barely see to drive the pram. No shoes. Filthy coat that barely came down to my wrists. The messenger boy swerved to the other side of the street to avoid us…such a sore sight we were…

-Frank McCourt

[HiThere]

Looney Toons

Cartoon landscape, a black clocked figure rides on screen, “Be vewy, vewy qwite, I’m hunting a Hobbit. hu-hu-hu-”
He spots and approaches Frodo Rabbit and Sméagol Duck with gun drawn.
“Eh, What’s up wraith,”
“I’m going to shot you and take you back to Sauwon for a wabbit dinner.”
“You can’t shot me doc. It’s duck season.”
“Oh no you don’t my precious. It’s rabbit season. Nasty little Rabbitses.”
“Duck Season!”
“Rabbit Season, precious!”
“Duck Season!”
“Rabbit Season, precious!”
“Duck Season!”
“Rabbit Season, precious!”
“Rabbit Season!”
“Duck Season, precious!”
“OK doc, you heard him. Go ahead and shot”
Blam!
The cloud clears and Sméagol Duck has his bill on sideways. “You’re despicable, precious!”

[nodelete]

Gollum was being such an asshole
He was giving me a war hell ride
Suddenly, he knocked me to the floor
I got up and knocked him to the floor

The ring, the ring
The ring, the ring
The ring, the RING
The ring, the ring

Later that same evening,
I snuck onto gollum’s real estate and
threw a brick through his window
He then proceeded to brandish a 38 at my sorry ass

The ring, the ring
The ring, the ring
The ring, the RING
The ring, the ring

Rock over London,
Rock on The Shire,
Mithril - Don’t leave for Moria without it

[zem]

You wanted legalese? You can’t HANDLE REAL legalese …

BE AFRAID – BE VERY AFRAID …

FELLOWSHIP AGREEMENT

THIS MEMORANDUM OF AGREEMENT made at the end of the Third Age of the Sun in Middle Earth,

BETWEEN:

Frodo Baggins, a Hobbit,
hereinafter referred to as “Frodo”,
OF THE FIRST PART,

• and -

Gandalf the Wizard
hereinafter referred to as “Gandalf”
OF THE SECOND PART

• and-

Boromir of Gondor,
hereinafter referred to as “Boromir”
OF THE THIRD PART

• and -

Aragorn or Stryder the heir of the throne of Gondor,
hereinafter referred to as “Aragorn”
OF THE FOURTH PART

• and -

Legolas the Elf,
hereinafter referred to as “Legolas”
OF THE FIFTH PART

• and -

Gimli the Dwarf,
hereinafter referred to as “Gimli”
OF THE SIXTH PART

• and -

Merry the Hobbit
hereinafter referred to as “Merry”
OF THE SEVENTH PART

• and -

Pippin the Hobbit
hereinafter referred to as “Pippin”
OF THE EIGHTH PART

• and -

Sam the Hobbit
hereinafter referred to as “Sam”
OF THE NINTH PART

WHEREAS all of the parties hereto (hereinafter collectively referred to as “the Fellowship”) desire to form the Fellowship for the purpose of carrying on, in common, through the Fellowship the business consisting, inter alia, of the destruction of the One Ring (as defined herein) and other products belonging to Sauron and his affiliates, within the territorial boundaries to be hereinafter described as Middle Earth;

AND WHEREAS it is contemplated that the Fellowship shall destroy certain property and assets relating to Sauron heretofore carried in Middle Earth, in consideration of the granting by the Fellowship of certain Fellowship Interests to Frodo, as hereinafter provided;

AND WHEREAS the Fellowship desires to provide for certain rights in respect of transfers of their respective Fellowship Interests and for the manner in which the affairs of the Fellowship shall be conducted;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

ARTICLE I
Interpretation

1.1 The headings of the Articles of this agreement are inserted for convenience of reference only and shall not affect the meaning or construction hereof.

1.2 This agreement shall be construed and interpreted in accordance with the laws of Middle Earth and the federal laws applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of Middle Earth.

1.3 If any provisions contained herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other provision herein and each such provisions is deemed to be separate and distinct.

1.4 This agreement constitutes the entire agreement between the parties hereto pertaining to the formation of the Fellowship and the relations between the parties hereto in regard to the business affairs of the Fellowship. There are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the parties and this agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.

1.5 Words importing the singular number only shall include the plural and vice-versa and words importing the use of any gender shall include all genders.

1.6 Where used in this agreement, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meanings, respectively:

(a)	"Affiliate" means a corporation or other entity which, in relation to another corporation or other entity, is controlled by or controls such other corporation or entity or is controlled by the same person, group of persons or certain of them or by the same corporation or entity which controls such  other corporation or entity;

(b)	"Business" means the destruction of the One Ring and other products and assets of Sauron and his affiliates in Middle Earth;

(c)	"Cash" means currency or other instruments immediately payable or negotiable at par at the place of payment during normal banking hours, or any combination thereof;

(d)	"Committee" has the meaning set out in section 5.1;

(e)	"control", "controls", "controlled" and similar expressions mean the holding by a person or group of persons, directly or indirectly, of securities of a corporation or entity or comparable beneficial interests in an entity (for purposes hereof, "securities" shall include such interests) to which are attached more than 20% of the votes or similar rights of decisions that may be cast to elect directors or any similar managing body of the corporation or entity, if such votes or rights are sufficient, if exercised, to elect a majority of the directors or similar managing body of the corporation or entity, other than holding such securities by way of security only, provided that control in fact of such corporation or entity, whether directly through the ownership of securities or a right or option to acquire securities or indirectly through a trust, contract, the ownership of securities of any other corporation or entity or otherwise, is not primarily exercised by a person or group of persons other than the holders of the said securities rather than by such holder, in which case such other person or group of persons shall be deemed to control such corporation or entity for all purposes hereof, and provided that for purposes hereof persons who act in concert in regard to the voting of securities or otherwise in regard to the business and affairs of a corporation or entity shall be considered a group of persons; notwithstanding the definition of "control" as set out in this subclause, the word "control" shall include de facto control;

(f)	"Fellow" means any person who time from time holds a Fellowship Interest and is bound by the provisions of this agreement, the initial Fellows being Frodo, Gandalf, Boromir, Aragorn, Legolas, Gimli, Merry, Pippin, and Sam, and the name of each of Frodo, Gandalf, Boromir, Aragorn, Legolas, Gimli, Merry, Pippin, and Sam, where used in this agreement, includes an assignee thereof or successor thereto which shall become a Fellow in accordance with the provisions hereof;

(g)	"Fellowship"  means the Fellowship constituted pursuant to Article II of this agreement;

(h)	"Fellowship Interest"  means all right, title, benefit and interest of a Fellow in such Fellow's respective Ratio in and to the Fellowship and its property and assets and all liabilities, duties and obligations of such Fellow in such Fellow's respective Ratio in respect of Fellowship debts and obligations or otherwise as a Fellow, including the right to share in the profits and losses of the Fellowship in such Fellow's respective ratio, all indebtedness in respect of advances made by such Fellow to the Fellowship and such Fellow's capital account in the Fellowship;

(i)	"person" means an individual, a firm, a corporation, a syndicate, a Fellowship, an association, a joint venture and every other legal or business entity whatsoever;

(j)	"pro rata" means in proportion to the respective Ratios of the Fellows;

(k)	"Ratio"  means a Fellow's proportionate share, expressed as a percentage, in the profits and losses of the Fellowship;

(l)	"Third Party"  means a person acting at arm's length from each of the Fellows.

(m)	“Middle Earth” shall mean, in particular the regions commonly described as Eriador, Rhovanion, Mordor, Gondor. Near Harad and Far Harad.

[paparush]

Bilbo Baggins - Edwin Arlington Robinson

"Whenever Bilbo Baggins went down town,

We hobbits of the shire looked at him:

He was a gentlehobbit from sole to crown,

Clean favoured, and none too slim.

And he was always quietly arrayed,

And he rarely stuttered when he talked;

But still he fluttered pulses when he said,

‘Good morning,’ and the ring glittered when he walked.

And he was rich–yes, richer than a king–

With gold hid in the spaces therein:

In fine, we thought that he was everything

To make us wish we owned Bag End.

So on we worked, and waited for the light,

And went without the meat, and cursed him well;

And Biblo Baggins, one calm summer night,

Vanished and left for Rivendell

[zem]

Legalese - Part 2 …
(n) “One Ring” shall mean, in particular the greatest and most powerful of the Rings of Power, forged secretly by Sauron in the fires of Orodruin, granting virtual immortality and mastery over the nineteen Great Rings, and all other magical Rings forged in Eregion in the middle of the Second Age.
ARTICLE II
Formation of Fellowship

2.1 (a) Frodo, Gandalf, Boromir, Aragorn, Legolas, Gimli, Merry, Pippin, and Sam hereby agree to carry on the Business in Fellowship under the name and style of THE FELLOWSHIP OF THE RING, or such other name and style as may from time to time be substituted therefor in accordance with the provisions hereof.

2.2 The Fellowship shall commence carrying on the Business upon the completion of the execution of this Agreement.

2.3 In consideration of the initial Fellowship Interest referred to in section 3.1, the Fellows shall contribute the property and assets to be transferred to the Fellowship in accordance, by way of contribution to the capital of the Fellowship.

2.4 Notwithstanding any statutory provisions or rules of law or equity to the contrary, the Fellowship shall continue until dissolved and terminated in accordance with the provisions hereof and shall not be dissolved or terminated except in accordance with such provisions.

2.5 The business of the Fellowship shall be carried on in and from such places as may be appropriate in connection with the operation of the Business and from such other places as may be determined from time to time.

2.6 Such certificates shall be filed and such other filings and registrations shall be made in respect of the Fellowship Business as are required by applicable law in all jurisdictions in which the Fellowship carries on the Business, and the same shall be renewed or amended from time to time as may be required.

ARTICLE III
Fellows’ Ratios

3.1 The initial Ratios shall be as follows:

Frodo - 10%, Gandalf - 20%, Boromir - 10%, Aragorn - 10%, Legolas - 10%, Gimli - 10%, Merry - 10%, Pippin - 10%, and Sam - 10%.

3.2 The Ratios of the Fellows shall not be altered except as a result of a purchase or sale of a Fellowship Interest in accordance with the provisions of this agreement, upon the withdrawal of a Fellow in accordance with the provisions of this agreement or upon the admission of a new Fellow in accordance with the provisions of this agreement, or with the agreement of all Fellows. Without limiting the generality of the foregoing, the Ratios of the Fellows shall not be altered by any return of capital to the Fellows which may be agreed upon from time to time between the Fellows.

ARTICLE IV
Profits and Losses of the Fellowship

4.1 Profits and losses from the operation of the Business of the Fellowship shall be determined in accordance with generally accepted accounting principles. Profits and losses from the operation of the Business shall be allocated to the Fellows in proportion to their respective Ratios. If any change has occurred in the Ratios during the fiscal year, for purposes of allocation of profits and losses such year shall be divided into such number of periods as different Ratios were in effect during such year and profits and losses shall be allocated in respect of each such period on the basis of profits and losses earned or incurred during such period.

4.2 Available cash flow of the Fellowship shall be applied, after satisfying the current claims of creditors of the Fellowship, so as to allocate, at the end of each fiscal quarter of the Fellowship, the estimated net income of the Fellowship for such quarter (“Net Income”) as follows:

(a)	one-third of Net Income shall be retained in the Fellowship for the purposes of providing working capital;

(b)	one-third of Net Income shall be applied in such manner as may be agreed between the Fellows, but failing an agreement shall be distributed by the Fellowship; and

(c)	one-third of Net Income shall be distributed quarterly to the Fellows, on account of the allocation of profits of the Fellowship in accordance with Section 4.1, in their respective Ratios, provided that:

	(i)	such distributions to the Fellows shall be increased, out of the portion of Net Profits referred to in section (b), to the extent that any one or more Fellows reasonably require such additional distributions in order to pay income taxes due in respect of such Fellow's or Fellows' shares of profits of the Fellowship on a timely basis; and

	(ii)	no such distribution be made during the period between the time at which an obligation to purchase or sell a Fellowship Interest has arisen pursuant to this agreement and the time at which such purchase and sale is completed, unless such distribution has been or will be taken into account in determining the purchase price in respect of such Fellowship Interest.

Following the end of each fiscal year of the Fellowship, all necessary adjustments shall be made to reflect any extent to which such distributions during such fiscal year were more or less than the appropriate shares of actual net income of the Fellowship for such fiscal year and any such adjustments shall be added to or subtracted from subsequent distributions to Fellows.

4.3 If the Committee decides at any time that additional financing is required by the Fellowship, the Fellowship shall first endeavour to obtain such financing from arm’s-length lenders, without guarantees from any Affiliates of the Fellows, or from the Fellows other than on a basis limited to their Fellowship Interests. If such financing is not available on reasonable terms and the Committee determines that capital contributions to the Fellowship are required from the Fellows, or any guarantees or other financial support are required to be given by the Fellows in connection with any borrowing by the Fellowship from arm’s-length lenders, such capital contributions or guarantees or other financial support (“Fellows’ Financing”) shall be provided on a pro rata basis by the Fellows. If any Fellow (the “defaulting Fellow”) after ten (10) business days notice fails or refuses to provide its pro rata share of required Fellows’ Financing, the other Fellow (the “non-defaulting Fellow”) shall lend to the Fellowship an amount equal to the defaulting Fellow’s pro rata share of the required Fellows’ Financing for the Fellowship, in which event, such loan by the non-defaulting Fellow to the Fellowship shall carry interest on the unpaid balance of such loan at prime plus five percent (+5%), and repayments on such loan by the non-defaulting Fellow, including interest, shall be paid out of the funds normally paid to such defaulting Fellow under Article 4.2, herein; provided that if such loan is not being paid off in accordance with the repayment terms as agreed between the parties, at the option of the non-defaulting Fellow, the balance then owing on such loan may be capitalized on any fiscal year end of the Fellowship, occurring at any time following two (2) years after the date of such loan, which may result in an adjustment to the Fellows’ ratios in Article III.

4.4 Income or loss computed on the basis provided in the Middle Earth Income Tax Act and tax deductions, credits and benefits of the Fellowship shall be allocated to the Fellows pro rata in respect of each fiscal year of the Fellowship , promptly following the end of such fiscal year. If any change has occurred in the Ratios at any time in a fiscal year, such year shall be divided into such number of periods as different Ratios were in effect during such year and such allocations shall be made in respect of each such period on the basis of income or loss and deductions, credits or benefits earned, accrued, arising or incurred during such period. If a Fellow has ceased to be a Fellow during such year, it shall be deemed to continue as a Fellow until the end of the such year solely for the purpose of, and only to the extent necessary to enable, allocation to such Fellow in accordance with the foregoing, unless otherwise agreed between the Fellows. Where the amount of any deduction which the Fellowship may claim is optional in any fiscal year of the Fellowship, the Fellowship shall claim as soon as possible the maximum amount of such deduction that is available in any such fiscal year.

[zem]

Legalese - part 3 … MAKE IT STOP!

ARTICLE V
Management of the Fellowship

5.1 Subject to the provisions of this agreement, the Business and affairs of the Fellowship shall be managed by a management committee (the “Committee”), which shall be constituted and shall carry on its proceedings in the following manner:

(a)	the Committee shall consist of such number of members as Gandalf may determine from time to time, which shall be not fewer than three and not more than nine members; the Committee shall initially consist of three members, being Gandalf, Aragorn and Frodo;

(b)	Gandalf shall have the right to appoint two members of his choice to the Committee and Aragorn shall have the right to appoint one member of his choice to the Committee; provided that if the number of members of the Committee is increased by Gandalf at any time, Aragorn shall at all times be entitled to appoint a number of members of the Committee proportionate to his Ratio or, if such calculation does not result in a whole number, the next larger number of members of the Committee;

(c)	if a nominee of either Fellow is unable to attend any meeting of the Committee, such Fellow may by notice in writing addressed to the Committee and delivered at or before such meeting substitute another person as its nominee at such meeting. The choice of such substitute shall be approved by the other Fellow, and such approval shall not be unreasonably withheld. Such substitute shall be entitled to attend such meeting on behalf of such Fellow who is unable to so attend, and shall have all the voting rights of such Fellow; provided that if any such member is ill or unable to attend a meeting or meetings for an extended period of time, such member shall have the right to appoint a substitute as its nominee, and such substitute shall thereupon be deemed to have been appointed by the Fellow to fill a vacancy created by the original nominee of such Fellow while unable to act as a member of the Committee and such substitute shall continue to act as a member of the Committee until such Fellow by a further such notice substitutes for such person the original nominee of such Fellow or any other qualified person thus designated by such Fellow as its nominee, whereupon the person thus designated in such notice shall likewise be deemed to have been appointed by the Committee to fill a vacancy resulting from such substitute ceasing to act as a member;

(d)	it is the intention of the Fellows that a regularly scheduled meeting of the Committee shall be held each quarter and that additional meetings of the Committee may be called by either Fellow or by any member of the Committee; not less than five business days notice shall be given of any meeting of the Committee to the nominees of each Fellow at the address of such Fellow set out in Article XVII hereof, in the manner provided for in such Article; meetings of the Committee shall be held not less frequently than quarterly, to discuss financial results, planning of the Business, budgets, capital expenditures and all other matters referred to in sections 5.2 and 5.3 and to review financial statements;

(e)	a quorum for meetings of the Committee shall be a majority of the members, present in person or present by means of such conventional or magical or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously (and, for greater certainty, a meeting of the Committee may be constituted at which some members are present in person and other members are present by means of such communication facilities), provided that if a quorum is not constituted at any meeting of the Committee for which notice has been duly given by reason of the failure or refusal of the nominees of either Fellow to attend,  if the other Fellow's nominees did attend such meeting such other Fellow may thereupon give notice as above of a further meeting of the Committee to transact the business which was to have been transacted at the meeting at which no quorum was constituted and, notwithstanding the foregoing, a quorum for such further meeting of the Committee shall be any one or more members present by any of the aforesaid means;

(f)	all questions proposed for consideration at meeting of the members shall be determined and all resolutions shall be passed, in order to be effective, by the votes of not less than a majority of the members present at such a meeting; and

(g)	neither the President, if any, of the Fellowship nor the Chairman of any meeting of the Committee shall by virtue of his office, position or for any other reason, be entitled to any second, double or casting vote in respect of any matters coming before such meeting, notwithstanding any statutory provision or rule of law to the contrary.

5.2 No action shall be taken in regard to any of the following matters except with the prior express sanction of a resolution of the Committee approved in accordance with section 5.1 by not less than a majority of the members, which majority shall include at least one nominee of each Fellow, or the written consent of both Fellows (provided that the consent or approval of a Fellow or its nominees on the Committee shall cease to be required hereunder if such Fellow has a Ratio of less than [10%];

		(a)	except as specifically provided in this agreement, any change in the organization of the Fellowship, including, without limitation any amendment to this agreement or any dissolution or reorganization or conversion to a limited Fellowship;

		(b)	the admission of a new Fellow other than in accordance with Article IX and/or Article X hereof;

		(c)	the increase or reduction of a Ratio, except as expressly provided for in Article 9.7;

		(d)	any sale, assignment, transfer or other disposition of, whether absolute or by way of security, or mortgage, charge, pledge or other encumbrance of or grant of a security interest in a Fellowship Interest, other than in accordance with the provisions of this agreement;

		(e)	any change of the auditors of the Fellowship, which shall be a firm of chartered accountants independent of each of the Fellows and their Principals;

		(f)	any material change in the business activities of the Fellowship so as to include any operations other than the Business;

		(g)	any proposed sale, lease, exchange or other disposition of all or substantially all of the property or assets of the Fellowship or any operating division of the Business, other than in the ordinary course of the Business;

		(h)	any assignment mortgage, charge pledge or encumbrance of, or grant of a security interest in, property or assets of the Fellowship other than to an arm's-length lender or in the ordinary course of the Business;

		(i)	any provision of any guarantee, indemnity or other financial support by the Fellowship other than to arm's-length lender or in the ordinary course of the Business;

		(j)	any transaction between the Fellowship and any person not dealing at arm's -length with the Fellowship or either of the Fellows or their Affiliates;

		(k)	any matter that might dilute a Fellow's Ratio to less than 10%;

		(l)	the provision of any services to the Fellowship by either Fellow not covered under Article 5.5;

		(m)	compensation arrangements for the Fellows and management of the Fellowship;

		(n)	any determination that financing or additional capital are required by the Fellowship, so as to give rise to obligations of the Fellows under section 4.3;

		(o)	any other matter requiring the consent of both of the Fellows pursuant to any other provision of this agreement.

5.3 No action shall be taken in regard to any of the following matters except with the prior express sanction of a resolution of the Committee approved in accordance with section 5.1(f), provided that approval in accordance with section 5.2 shall be required for any such matter that is also referred to in section 5.2:

			(a)	the approval of, or any material amendments to, the annual operating budget of the Fellowship;

			(b)	any approval of, or material proposed changes in, collective agreements in respect of employees of the Fellowship, employee benefit plans of the Fellowship;

			(c)	any creation of any long-term indebtedness of the Fellowship to a lender; 

			(d)	any proposed material changes in the policies or strategies of the Business;

			(e)	the selection and appointment of a managing director for the Fellowship, to be responsible for the day to day functioning of the Fellowship, and who shall  be responsible directly to the management committee for the results of the Fellowship;

			(f)	the hiring, termination and any adjustment in compensation of any senior management person of the Fellowship;

			(g)	the formulation and implementation of new policies and practices regarding customer and supplier contracts and dealings;

			(h)	the signatures of two authorized persons on all cheques, promissory notes, bills of exchange, agreements to give security and all agreements, documents, and instruments obligating the Fellowship to the Bank;

			(i)	any borrowing of money, applying for or obtaining a line of credit or other credit facility, or any material change in banking or other financial arrangements by the Fellowship;

			(j)	any investment in or purchase of any business by the Fellowship, whether directly or by acquiring the entity through or by which the business is operated or in any other manner, other than in the ordinary course of the Business; 

			(k)	any proposed material changes in the policies or strategies of the Business; or

			(l)	any matters involving all of the insurance coverage of the Fellowship.

5.4 An annual operating budget and an annual capital spending plan for the Fellowship shall be prepared each fiscal year and shall be approved, prior to the commencement of such fiscal year, in accordance with section 5.3.

[zem]

Legalese part … ung – FOR GOD’S SAKE, MAKE IT STOP!

ARTICLE VI
Fiscal Year, Financial Statements, Books and Records, Audits

6.1 Full, complete and accurate books of account and records of the Fellowship with respect to the Business and financial affairs of the Fellowship shall be maintained at the principal place of business of the Fellowship. Entries shall be made in such books of account and records of all such matters, transactions and things as are usually written and entered into books of account and records kept by persons engaged in similar businesses to the Business. Each Fellow and their advisors and representatives shall have access at all reasonable times during business hours to inspect, examine and take extracts from or make copies of such books of account and records. Any such inspection, examination and taking of extracts or copies of books of account and records of the Fellowship by a Fellow shall be at the expense of such Fellow and such Fellow shall keep confidential all information examined by it in connection with any such inspection or examination and shall not disclose any of such information, except as required by law or to its auditors or such other persons to whom disclosure may reasonably be required for the purposes of such examination or inspection and shall cause its auditors and such other persons, if such information is disclosed to them, to keep it confidential and not to disclose it, except with the consent of the other Fellows.

6.2 The fiscal year of the Fellowship shall end on the last Saturday in April in each calendar year. Financial statements of the Fellowship in respect of each fiscal year of the Fellowship shall be prepared promptly following the end of each fiscal year and such financial statements shall be audited, unless otherwise agreed by the Fellows, in accordance with the provisions of section 6.4.

6.3 The Fellows shall receive 120 days following the last day of each fiscal year of the Fellowship all information necessary for the filing by each Fellow of all applicable provincial and federal income tax returns required to be filed by each such Fellow.

6.4 Unless otherwise agreed by the Fellows, the Fellowship shall engage such firm of chartered accountants as may be selected in accordance with the provisions of section 5.2(e) to conduct an annual audit, in accordance with generally accepted auditing standards, of financial statements of the Fellowship for the immediately preceding fiscal year of the Fellowship, prepared in accordance with generally accepted accounting principles consistently applied. The auditors of the Fellowship shall be instructed to complete such audit within four months of the fiscal year-end of the Fellowship, unless otherwise agreed by the Fellows. Such statements will include a certification that all revenues and costs of the Fellowship have been allocated and charged to the Fellows in accordance with the provisions hereof.

ARTICLE VII
Relations between Fellowship and Fellows

7.1 This agreement, the affairs of the Fellowship and the relations between the Fellows shall be treated by each of the Fellows as confidential and shall not be disclosed by either Fellow except on behalf of and for the benefit of the Fellowship as required for the purposes of its business and affairs, or as required by law, or to the auditors of such Fellow or such other persons to whom disclosure may reasonably be required and such Fellow shall use all reasonable efforts to cause its auditors and such other persons, if such information is disclosed to them, to keep it confidential and not to disclose it, except in each case with the consent of the Fellows.

7.2 The rights, duties, obligations and liabilities of the Fellows pursuant to the relationship created hereby shall be limited to those rights, duties, obligations and liabilities set out in this agreement or assumed in accordance with the intent hereof in the course of carrying on the Business or arising by virtue of the operation of applicable law affecting the Fellowship. Nothing herein contained shall be construed to create a Fellowship between the Fellows extending beyond the scope of the Business. Except as expressly authorized by the terms and conditions hereof, nothing herein contained shall be construed to authorize a Fellow to act as the agent of the other Fellow, or to permit any Fellow to act on behalf of or bind the Fellowship, or the other Fellow.

7.3 The Fellows shall make all reasonable efforts to offer other business opportunities appropriate to the Business to the Fellowship, unless there are reasonable grounds to conclude that any such opportunity could be better exploited outside the Fellowship rather than as part of the Business. Such opportunities may be provided to the Fellowship by bringing new Fellows into the Fellowship.

7.4 Neither Fellow shall carry on or be engaged in, or permit any of its Affiliates to carry on or be engaged in, directly or indirectly, at any time while it remains a Fellow, any business of Sauron or his affiliates.

[TiberiusTribun]

I just needed to do that:

ACT I. SCENE I.

A desert place. Thunder and lightning.

Enter three ringwraiths.

FIRST WRAITH. Who shalt we three kill again?

whose life we end through countless pain?

SECOND WRAITH. The one Ringbearer shall it be.

All others shalt not int'rest thee.

THIRD WRAITH. This hobbit’ll fall by me.

FIRST WRAITH. Who follows?

SECOND WRAITH. All them orcs and drag’ns .

THIRD WRAITH. There to slay Macbag’ns.

FIRST WRAITH. I’ll be there.

ALL. Saruman calls. Anon!

Fair is foul, and foul is fair.

Hover through the fog and filthy air.                Exeunt.

Excerpt from: The Tragedy of Macbag’ns, William Shakespeare

[furryman]

I’m surprised no one done this yet:

A Series Of Unfortunate Rings By Lemony Tolkein

The Baggins’ childrens trouble all started when they received a ring from their uncle. (In this case a ring meaning a small circular object worn upon the finger.)

Somebody want to continue this? Count Olaf could be changed to Count Sauron. The eye motif in the first book would fit in perfectly.

[dwmacg]

George Will’s version:

We should all be grateful that Frodo Baggins escaped the clutches of what passes for a public “education” these days, or he might never have taken up his quest. Notions such as “good” and “evil” have no place in the post-modern relativist playground created by the liberal do-gooders of the NEA. In their eyes, Sauron would be just another misunderstood victim of a poor upbringing who deserves our pity and understanding. And the Orcs would be third-world victims of western imperialism and genocide whose culture we should “celebrate”, rather than evil (there’s that word again) creatures who should be destroyed. Instead of consigning them to the prison where they belong, the perpetrators of the nanny-state would put them back on the street with a hot cup of soup and a monthly welfare check to subsidize their predations.

Of course the history of the ring has not been taught in the schools for ages. In these days when the idea of great men affecting the course of history has been replaced by the politically correct doctrine of the “history of the masses,” with its emphasis on the holy trinity of race, class, and gender, the names of Gil-gilad and Isildur are rarely mentioned, unless it is to denounce them for the sin of racism or, even worse, sexism.

The recent events have signaled a return to seriousness in the West. At this point, it is important to recognize the wisdom of Reagandalf’s policy of resistance to Sauron. Of course, the Democrats these days are quick to denounce the treachery of their former leaders Saruman and Denethor, but serious people will not forget that it was their policy of appeasement that nearly led to the destruction of the west. Keep this in mind when revisionist historians claim that the fall of the Dark Lord would have been inevitable regardless of the actions of the West, and that the Reagandalf arms build-up did more harm than good.

If there were any justice in this world, a statue of Frodo would be erected in the center of Hobbiton, with a glass of mead in one hand, a pipe in the other, and Sting by his side. Unfortunately, such a statue would no doubt violate some local prohibition on drinking and smoking in public, as well as the carrying of concealed weapons. Such are the times in which we live. Fortunately, though, Frodo was too simple to understand that he was a victim, and so he acted like, yes, a hero.

[snoodle]

While I can’t imagine anything topping that marvelous version of Agony, I couldn’t help posting the other obvious Into the Woods song:

** I Know Things Now **
(Frodo’s Song)

Gandalf said,
“Straight ahead,”
Not to delay
Or be misled.
I should have heeded
His advice…
But Gollum seemed so nice.

And he showed me things,
Many sinister things,
That I hadn’t thought to explore,
They were off my path,
So I never had dared.
And Sam is so careful,
We never had cared.
And he made me feel excited -
Well, excited and scared.

When he said, “Preciousss!!”
Dripping sickening puss,
How could I know what was in store?
Once his teeth were bared,
Though, I really got scared -
Well, excited AND scared -
But he bit it off
And he swallowed it down
Down a dark slimy cliff
Where lie secrets that I never want to know,
And when everything familiar
Seemed to disappear forever,
At the end of the path
Was Sam once again.

So we walk back down the mountain
Until Gwaihir picks us up
And we journey to the Shire
And we’re back at the start.

And I know things now,
Many valuable things,
That I hadn’t known before:
Do not put your faith
In a dwarf and a king,
They will not protect you
If you’ve got a ring.
And take extra care with Balrogs,
Even Hobbits write travelogues. (ouch!)
And though scary is exciting,
Weird is different from good.

Now I know:
Don’t be scared.
Tom was right,
Just be prepared.

Isn’t it nice to know a lot!
And a little bit not…

[Mullinator]

Yeah, like anyone will still be reading long enough to see this, but I just had to do my part.

Groundskeeper Frodo Spackler

What an incredible Cinderella story, this unknown comes out of the Shire to destroy the ring, at Mount Doom. He’s on the final stretch, he about eleventy five yards away – he’s gonna throw the ring I think. Oh, he got all of that one! The elves are standing on their feet here, the normally reserved dwarves – going wild – for this young Cinderella, he’s come out outta nowhere. He’s got about eleventy yards left, he’s gonna throw the ring again, don’t you think? He’s got a beautiful windup – that’s…Oh he got all of that throw! He’s gotta be pleased with that, the huans are just on their feet here, uh – He’s the Cinderella boy, uh – tears in his eyes as he lines up the last toss. He’s got about 20 feet left, he’s got about a - it looks like an underhanded toss. The Orcs have gone deathly silent., the Cinderella story, outta nowhere, a former Hobbit now, about to become the destroyer of the Ring. It looks like a miracle….it’s in the Hole!!! It’s in the hole!!!

[indigotea]

Sorry, I cannot resist.

Trading Spaces: Bagshot Row (Season 1, Episode 14)

Host, Merry Brandywine: Hi, and welcome to Middle Earth for this week’s episode of Trading Spaces. We’re here in the land of sorcery and fable to see if two days and a thousand gold pieces can help make our homeowners’ dreams come true.

Blue Team Frodo Baggins and friend Sam Gamgee have lived in this unusual semiterranean structure for their entire lives, and they think it’s time to update a very cluttered kitchen.

Frodo: I like to cook, and I’ve made a lot of friends on a recent quest I just completed. The kitchen just isn’t big enough for the type of entertaining I do these days. Plus, the fireplace was damaged when a friend of mine threw a Ring of Power into it, and it really stands out next to the antiques I was left by my uncle.

Sam: We’d really like to see more color in here. This is a hobbit hole, and it’s very dark. Just please, no hay on the walls. Or moss. We saw that in Moria, and it just screams “Sauron!”

Merry: Meanwhile, Red Team Saruman the White and friend Grima Wormtongue have just completed some extensive renovations to their imposing tower home. Unfortunately, it really pointed out how blah the bedroom had become.

Saruman: We spent so much time upgrading the subterranean orc-breeding chambers and pits of destruction, we completely ran out of ideas for the bedroom. It’s still got the same white walls and wallpaper border that were there when we moved in. I’m looking for something cozy and restful, a quiet place where I can just kick back and forget all the stress of striving with Sauron for the subjugation of Middle Earth.

Wormtongue: In this room, I’d like to see place to hide the Palantir. Perhaps a nice armoire or something. A soothing color on the walls, maybe some new window treatments, more storage. What I would hate to see is the furniture painted. The dressers are from the First Age, and painted furniture would just make me weep.

Merry: So, there you have it. Will Frodo get his modern kitchen? Will Saruman’s bedroom be transformed into a restful retreat? Stay tuned to see if designers Vern Yip and Hildi Santo-Tomas, along with carpenter Ty Pennington, can whip up a little design magic on this episode of Trading Spaces.

[JettyCatArmy]

How about Kevin Smith’s version?

THE COUNCIL OF ELROND…

Frodo: Hey bitches, this is my hetero life partner Silent Samwise. He’s a tubby bitch.

Pippin: I’ll take that ring to mordor with you, then light up a fat chronic blunt, yo!

Gimli: Hobbit goes into fellowship, fellowship goes into Mordor. Evil in Mordor, our evil. We’re gonna need a bigger boat.

Boromir: Do you think the Uruk-hai really deserve to die? They’d be innocent victims of a war they had nothing to do with. Do you think the average Orc knows anything about installing a toilet main?

Legolas: I’ll never allow a cock-smoking dwarf to take that ring without the help of a mutha fuckin elf, bitch.

Gandalf: The black gate is guarded by La Fours. You don’t know La Fours? He don’t know La Fours (to Pippen). He’s only the most feared security guard. I hear he’s got two kills!

Arawen: Who’s leading this mob? Oh, you? Let’s see some credentials Gandalf. Slowly! Oh, you’re a wizard? Oh, and I bet you’re stirring up all this anti-Saruman sentiment so that you can be a white wizard and lead your order? Get out of here, and think twice before you pelt an innocent hobbit with cigarettes.

Frodo: Goddamn she’s hot, ain’t that right silent samwise? Hey lady, you ever had your asshole licked by a fat hobbit with some elven rope?

Pippen: Hey, look at Frodo, he can’t even walk! Hey don’t give the ring to Frodo, he sucks!

Frodo: What you think you’re better than me?

Pippen: I know I am.

Frodo: Well get up here and prove it.

Roof-hockey ensues and Pippen throws the ring into the woods of Rivendell…

Frodo: What did you do that for?

Pippen: …

Frodo: Merry, get us another ring.

Merry: I brought the One ring, and… uh… the One ring.

Frodo: Dammit! That was wasn’t a quest! That was hardly an adventure!

Pippen: Well, if you left the Shire for a hockey game, why don’t you leave it to go to Mordor? You cock-smokin’ Clerk

Silent Samwise: There’s a million beautiful women out there, but only a few of them will give up immortality for you. Most of them just cheat on you and shit.
–Kevin Smith–

[KathleenTheCritic]

This has got to be the most creative group of people in cyberspace!!! You’re making me realize how woefully ignorant I am of contemporary American literature (I’ll take Shakespeare over Salinger any day!)

Anyway…Here’s Lord of the Rings, the sitcom–as realized by Sherwood Schwartz. All the regular apologies apply.

I don’t have time or energy to script an episode…but I imagine Sam would take the the place of Jan in the script. “Marshes, Marshes, Marshes! Gollum has led us right into a bog!”

"A Very Brady Fellowship"

Here’s the story
Of a lad called Frodo
Who was raised by Bilbo Baggins in the Shire
And the One Ring that was made to rule all others…
Destroyed in Mount Doom’s fire.

Here’s the story
Of a Ranger, Strider
Who was busy wooing Arwen Evenstar
Heir to Isildur, his sword was Narsil,
He’d traveled very far.

He said to Frodo, “if by life or death—I’ll save you.
You have my sword.” “My bow!” “My axe!” the others said.
Hobbits, Men, an Elf, a Dwarf, and yes, a wizard…
That’s the way they all became the Fellowship.

The Fellowship,
The Fellowship,

That’s the way they all became the Fellowship.

Respectfully submitted,
KathleenTheCritic

[junglemonkey]

(1) And there came unto Mordor a great RING which was beloved and holy of Sauron.

(2) And unto this ring did the three rings of Elves and the nine of Men and the Seven of dwarves owe their LOVE and OBEDIENCE.

(3) And the armies of Sauron, MASTER of the RING did do battle with the armies of Men and Elves, and the demon Sauron did scatter his enemies before him.

(4) And then Isildur of Gondor, begat of Elendril begat of Amandil, did smite Sauron a mighty blow and did take the RING from him.

(5) And Elrond, KING of the race of ELVES, did beseech Isildur to journey to Mount Doom wherein the ring could be cast upon the fire of the mount. And Isildur of Gondor did take the ring unto himself for the good of all his race.

(6) And the RING did pass from Isildur.

• The Book of Mordor 1:1-6

[zem]

Legalese part … uh … five?

ARTICLE VIII
Covenants, Representations and Warranties of the Fellows

8.1 Each of the Fellows jointly and severally covenant and represent and warrant to the other Fellows, and acknowledges and confirms that the other Fellows are relying on such covenants, restrictions and warranties in connection with the entering into of this agreement, that:

(a)	such Fellow is and will continue to be a Fellow, validly subsisting in good standing, and has and will continue to have power and authority to own his Fellowship Interest, to carry on the Business and to hold such property and assets as it has transferred to the Fellowship or may hereafter acquire from the Fellowship or as a result of the dissolution of the Fellowship;

(b)	such Fellow is and will continue to be duly registered and qualified to carry on business, and has and will continue to have all requisite authority, licences and permits to carry on the Business;

(c)	such Fellow has and will continue to have the power and authority to execute and perform this agreement and such execution and performance does not and will not result in a breach of any term or provision of, or constitute a default under any indenture, agreement, contract or commitment to which he is or will be a party or by which he is or will be bound or any law or regulation applicable to him; and

(d)	all necessary actions, proceedings and authorizations required in accordance with applicable laws have been taken or will be taken by such Fellow to authorize the execution and delivery of this agreement and the conduct of the Business contemplated hereby and this agreement constitutes a legal, valid and binding obligation of such Fellow enforceable against such Fellow in accordance with its terms.

8.2 The covenants, representations and warranties contained in this agreement shall survive the execution and delivery of this agreement and notwithstanding such execution and delivery, and regardless of any investigation made by or on behalf of any Fellow with respect thereto, shall continue in full force and effect for the benefit of each Fellow to which such covenants, representations and warranties were given or made.

ARTICLE IX
Transfer of Fellowship Interests

9.1 Except a specifically provided in this agreement, no Fellow shall, except with the prior approval given in accordance with the provisions of section 5.2 hereof, sell, transfer, assign or other wise dispose of, whether absolutely or by way of security, or mortgage, charge, pledge or otherwise encumber or grant a security interest in all or any part of the respective Fellowship Interest to any person.

9.2 Notwithstanding the provisions of section 9.1, but subject to the provisions of section 9.4, nothing herein shall prevent the sale, transfer, assignment or other disposition by a Fellow of his Fellowship Interest to such Fellow’s respective Affiliate (or by any such Affiliate to a further such Affiliate).

9.3 In the event that any sale, transfer, assignment or other disposition of a Fellowship Interest shall be permitted in accordance with this agreement, prior to such sale, transfer, assignment or other disposition becoming effective, the transferee or assignee of such Fellowship Interest shall have covenanted and agreed with the other Fellow by an instrument in writing reasonably satisfactory to the other Fellow to be bound by, observe and perform the duties and obligations under this agreement of the Fellow disposing of its Fellowship Interest (the “Withdrawing Fellow”) as fully as if it had been originally named as a Fellow of the Fellowship. From and after the date upon which such transferee or assignee so covenants and agrees, such transferee or assignee shall be entitled to hold and enforce all of the rights and privileges under this agreement of the Withdrawing Fellow and from and after such date this agreement shall continue in full force and effect with such transferee or assignee substituted as a Fellow in the place of the Withdrawing Fellow and any references herein to the Withdrawing Fellow shall be deemed to be a reference to such transferee or assignee. The Withdrawing Fellow shall be released from its liabilities and obligations hereunder only to the extent that such liabilities and obligations are assumed by the transferee or assignee of such Fellowship Interest.

9.4 Notwithstanding the provisions of section 9.1, a successor to either Fellow by amalgamation, continuance, arrangement or other reorganization of such Fellow shall, without the consent of the other Fellow, be entitled to be substituted for its predecessor as a Fellow of the Fellowship, upon the condition that, unless such successor is by operation of law vested with the Fellowship Interest of its predecessor and responsible for the liabilities and obligations of such predecessor hereunder (and evidence thereof reasonably satisfactory to the other Fellow shall have been provided to the other Fellow), such successor shall comply with the provisions of section 9.3 as if it were a transferee or assignee of a Withdrawing Fellow.

9.5 No Fellowship Interest may be sold, assigned, transferred or otherwise disposed of to any person which is non-resident in Middle Earth for the purposes of the Middle Earth Income Tax Act.

9.6 If the Committee decides at any time that it is desirable in the interests of the Fellowship, in order to expand the scope of the Business, to admit one or more additional Fellows to the Fellowship, such new Fellows shall have such Ratios as may be proportionate to the capital contributed by them, or the value of such additional business operations appropriate to the Business as such new Fellows may transfer to the Fellowship by way of capital contribution to the Fellowship, having regard to the value of the existing assets of the Fellowship at the time such new Fellows are introduced. The Ratios of the Fellow shall be reduced pro rata upon the admission of any such new Fellows, provided that either or both of them may elect, in their sole discretion, to offset such dilution by making additional capital contributions to the Fellowship, whether in Cash or (with the agreement of the other existing Fellow) in property or in some other manner, whereupon the Ratios shall be adjusted to reflect such additional capital contributions, on a basis consistent with the values attributed to the capital contributions made by new Fellows. If additional Fellows are admitted to the Fellowship as contemplated by this section, Gandalf shall cause a revised version of this agreement to be prepared, incorporating such changes as are necessary to recognize the admission of the new Fellows, but making no other amendments except with the prior approval of Aragorn, provided that the Committee may elect to convert the Fellowship into a limited Fellowship, the limited Fellows of which would be any new additional Fellows and general Fellows of which would continue to be Gandalf and Aragorn (unless otherwise agreed between Gandalf and Aragorn). Upon the preparation of such revised agreement, the Fellows shall execute and deliver the revised agreement and this agreement shall cease to have effect, without prejudice to any actions taken hereunder up to the date of such replacement and without affecting the continuing existence of the Fellowship.

9.7 Except as expressly provided in this agreement, the Fellowship shall not be terminated by the happening of any act or event and, without limiting the generality of the foregoing, the Fellowship shall not be terminated by reason of either Fellow having disposed of its Fellowship Interest in accordance with the provisions of this agreement, by operation of law or in any other manner whatsoever or having otherwise ceased to be a Fellow, or by reason of the admission of any one or more new Fellows to the Fellowship or the acquisition by any person in accordance with this agreement of the Fellowship Interest of either Fellow.

ARTICLE X
Death of Principals

10.1 If at any time one of the Fellows shall die, the surviving fellows shall purchase, and the deceased Fellow’s Estate shall sell, such deceased’s Fellow’s Fellowship Interest for a purchase price equal to the fair market value of such Fellowship Interest as at the date of death of the deceased Fellow, or Fellows, if such deaths occurred on the same day (the “Effective Date”). The Fellowship Interest to be purchased and sold pursuant to the foregoing is hereinafter referred to after the “Purchased Interest”. The fair market value of the Purchased Interest shall be determined in accordance with sections 10.2 through 10.4, inclusive, and shall be payable in Cash.

10.2 The vendor(s) and the purchaser(s) shall endeavour in good faith to agree upon the fair market value of the Purchased Interest. In the event that they are unable to agree upon such fair market value within 30 days from the Effective Date, such fair market value shall be determined by such national accounting firm independent of each of the Fellows as may be selected by the vendor (hereinafter referred to as the “vendor’s valuator”), the costs of such determination by the vendor’s valuator to be borne by the vendor. In making such determination, the vendor’s valuator shall (i) be entitled to consult with and accept the opinion of the Fellowship’s auditors or such other expert or experts as it may deem advisable, (ii) have unrestricted access to the books, records and all relevant documentation of the Fellowship, and (iii) not apply any minority discount or similar control factor or majority premium to the Purchased Interest and value the Purchased Interest as a proportionate interest in the Fellowship as a going concern. The vendor’s valuator shall submit to the Fellows a written report setting out its determination of the fair market value of the Purchased Interest as soon as practicable but in no event later than 60 days following the Effective Date. The vendor’s valuator shall forthwith upon the submission of its report make available to the Fellows, upon written request, all materials and calculations reviewed or made in making the determination set forth in its report or necessary in connection with the preparation of its report.

10.3 If the purchaser does not agree with the fair market value of the Purchased Interest as determined by the vendor’s valuator, it may at any time within 30 days following the delivery of the vendor’s valuator’s report appoint another national accounting firm independent of the parties hereto (hereinafter referred to as the “purchaser’s valuator”) to determine the fair market value of the Purchased Interest. The costs of such determination by the purchaser’s valuator shall be borne by the purchaser. The provisions of (i), (ii) and (iii) of section 12.2 above shall apply to the valuation made by the purchaser’s valuator. The purchaser’s valuator shall submit to the Fellows a written report setting out its determination of the fair market value of the Purchased Interest as soon as practicable but in no event later than 60 days following the appointment of the purchaser’s valuator.

10.4 If the difference between the fair market value of the Purchased Interest as determined by the purchaser’s valuator and such fair market value as determined by the vendor’s valuator does not exceed an amount (the “Amount”) equal to 10% of the higher of such two valuations, such fair market value shall be deemed to equal the average of such two valuations for the purposes of the purchase and sale of the Purchased Interest pursuant hereto. If the difference between such valuations exceeds the Amount, the purchaser’s valuator and the vendor’s valuator shall jointly appoint another national accounting firm independent of the parties hereto (the “third valuator”) within 15 days following the delivery of the purchaser’s valuator’s report or, if they are unable to agree upon such third valuator, either the vendor’s valuator or the purchaser’s valuator may request the President of the Middle Earth Institute of Chartered Accountants to select such a firm as the third valuator. The third valuator shall, within 60 days of its appointment, determine which of the two valuations made by the vendor’s valuator and the purchased’s valuator is closest, in the opinion of the third valuator, to the fair market value of the Purchased Interest, provided that if the third valuator reasonably considers that either of the previous valuations is materially affected by any arithmetic or other manifest error, the third valuator may correct such error in arriving at its determination. The provisions of (i), (ii) and (iii) of section 10.2 above shall apply to the determination by the third valuator. The costs of the determination by the third valuator shall be borne by the vendor if the third valuator chooses the valuation made by the purchaser’s valuator, or by the purchaser if the third valuator chooses the valuation made by the vendor’s valuator. If the valuation accepted by the third valuator was affected by an arithmetic or other manifest error as aforesaid which the third valuator corrected in accepting such valuation, such error shall not affect the manner in which the fees and expenses of the third valuator shall be borne pursuant hereto. If the correction of any such arithmetic or other manifest error result in the difference between the valuations made by the vendor’s valuator and the purchaser’s valuator being reduced to an amount not greater than the Amount, the fair market value of the Purchased Interest shall be deemed to equal the average of such two valuations as aforesaid and the fees and expenses of the third valuator shall be borne by the party whose valuator committed such arithmetic or other manifest error (or by the vendor and the purchaser equally if both their valuators committed such errors). The determination by the third valuator shall be conclusive and binding upon the parties.

10.5 At such time as the fair market value of the Purchased Interest has been determined in accordance with sections 10.2 through 10.4, inclusive, the purchaser shall forthwith notify the vendor in writing of a date and time for closing of the purchase and sale of the Purchased Interest, which date shall be not earlier than 30 days nor more than 60 days after the date upon which such notice is required to be given. The purchase and sale of the Purchased Interest shall take place on the date and at time set out in such notice. If no notice is given as aforesaid establishing such date and time of closing, such date shall be the last day which could be designated hereunder as such date of closing (or the first business day immediately following such day if such day is not a business day) and the time of closing shall be 11 o’clock a.m. (local time) on such date, provided, however, that the vendor and the purchaser may otherwise mutually agree upon such date and time (the date and time determined in accordance with the foregoing shall be the “Date of Closing” and the “Time of Closing”, respectively, for purposes of Article XII). The purchase and sale of the Purchased Interest shall be in accordance with the provisions of Article XII.

10.6 Obligations to purchase and sell a Purchased Interest shall not arise pursuant to section 10.1 at any time following (a) obligations having arisen pursuant to section 11.4 to sell and purchase the Fellowship Interest of a defaulting Fellow, unless the purchase and sale of such Fellowship Interest has not been completed at the Time of Closing, other than by reason of a default by the vendor, or (b) the delivery of a notice pursuant to section 10.1 or 10.2 or the making of an offer pursuant herein, unless (i) the vendor has elected or is deemed to have elected to retain its Fellowship Interest, or (ii) a purchase and sale arising pursuant herein has not been completed at the Time of Closing, other than by reason of a default by the vendor.

[zem]

Okay – this is the LAST legalese instalment, I promise … maybe

ARTICLE XI
Default, Force Majeure, Mandatory Purchase of Fellowship Interests and Dissolution of Fellowship

11.1 Subject to section 10.2, either Fellow shall be deemed to have committed an event of default if at any time:

(a)	that Fellow shall have failed to observe or perform any covenant, agreement or obligation in a material way imposed upon it pursuant to this agreement and such failure has materially adversely affected or may adversely affect the performance by such Fellow of its obligations and duties hereunder or the holding by it of its Fellowship Interest or its ability to do the same and such Fellow shall not have commenced in good faith to cure such failure within 15 days after receiving notice from the other Fellow requiring the defaulting Fellow to sure such failure or, following such commencement, shall not have, within a reasonable time thereafter, having due regard to the nature and extent of such failure, prosecuted to completion, with diligence and continuity, the curing thereof; or

(b)	that Fellow shall have its right to its Fellowship Interest, whether in whole or in part, seized or taken in execution or attached or made subject to a charging order or a receiver by way of equitable execution or any other similar process at the instance of any creditor and shall not have either;

	(i)		recovered from such creditor such right to its Fellowship Interest or such entitlement within 15 days thereafter; or

	(ii)	commenced, with reasonable likelihood of success, within 15 days thereafter bona fide legal proceedings to recover such Fellowship Interest or entitlement, provided that, having commenced such proceedings, the defaulting Fellow shall be considered to be in default if the defaulting Fellow shall not have, within a reasonable time thereafter, having due regard to the nature and extent of the proceedings, recovered such Fellowship Interest; or

(c)	that Fellow shall permit or suffer to be taken any steps or proceedings with reference to its Fellowship Interest by the holder of any lien, charge or encumbrance for the appointment of a receiver or for possession, sale or foreclosure in respect of such Fellowship Interest and shall have failed to have done one of the following:

	(i)		effectively eliminate the threat of such steps or proceedings from thereafter continuing; or

	(ii)	commenced with a reasonable likelihood of success, bona fide legal proceedings to contest the right of any such holder to take any steps or proceedings;

		in either case within 15 days after the holder of any such lien, charge or encumbrance shall have informed the defaulting Fellow of its intention to take steps or to commence such proceedings, provided, however, that if the defaulting Fellow shall have commenced legal proceedings in accordance with clause (ii) above, the defaulting Fellow shall be considered to be in default if, having commenced such legal proceedings, such defaulting Fellow shall not have, within a reasonable time thereafter, having due regard to the nature and extent of the proceedings, successfully contested the right of any such holder to take any such steps or proceedings; or

(d)	that Fellow fails to comply or substantially comply with any laws applicable to the Fellowship generally or in connection with its Fellowship Interest and such failure has materially adversely affected or may materially adversely affect the performance by such Fellow of its obligations and duties hereunder or the holding by it of its Fellowship Interest or its ability to do the same and such Fellow fails to cure such default within 30 days after receiving notice thereof from the other Fellow; or

(e)	that Fellow shall be adjudged bankrupt or shall consent to the institution of bankruptcy proceedings against it, or shall file a petition seeking reorganization or relief under any applicable law relating to bankruptcy or insolvency, or shall consent to the filing of any such petition or shall consent to the appointment of a receiver or receiver and manager or shall make an assignment for the benefit of its creditors or shall make a proposal to its creditors or proposed an arrangement with its creditors and (if such proceedings are not instituted by the Fellow) such Fellow shall not have, within a reasonable time thereafter, having due regard to the nature and extent of the proceedings, successfully contested the right of any person taking such proceedings to take such proceedings.

If any Fellow shall have committed any of the forgoing events of default and such default shall not have been remedied within the period provided, then the non-defaulting Fellow may assert or claim any relief or remedies available to it at law or in equity in respect thereof and may further, without limiting in any manner its rights to assert or claim such relief or remedies, serve notice upon the defaulting Fellow electing to (i) purchase, or cause its Affiliate to purchase, the Fellowship Interest of the defaulting Fellow in accordance with section 11.4 or (ii) dissolve the Fellowship in accordance with section 11.7, effective upon the delivery of such notice.

11.2 (a) The term “force majeure” shall mean any of the following events in connection with the Business, if the same is beyond the control of the Fellow affected:

				(i)	lightning, storms, earthquakes, landslides, floods, washouts and other acts of God;

				(ii)	fires, explosions and destruction, whether accidental or intentionally caused and whether partial or complete, if the same materially affects the ability of such Fellow to perform its obligations hereunder;

				(iii)	strikes, lockouts or other industrial action materially affecting the capacity of such Fellow to perform its obligations hereunder;

				(iv)	civil disturbances, sabotage, war, blockages, insurrections, vandalism riots or epidemics;

				(v)	inability to obtain supplies, materials or services (including electricity, water, fuel or other utilities) which are essential to enable such Fellow to perform its obligations hereunder;

				(vi)	any other material events beyond the control of the Fellow affected that substantially impair the ability of such Fellow to carry out its obligations under this agreement.

11.3 If an event of force majeure shall occur which prevents or substantially hinders either Fellow from carrying out it obligations hereunder, the Fellow affected by such event of force majeure may give written notice thereof to the other Fellow setting out in reasonable detail the nature of such event of force majeure and its effect upon the obligations of the affected Fellow. If such notice is given and the Fellow affected by such event of force majeure takes all reasonable efforts to mitigate or overcome the effect of such event of force majeure and continues to perform its obligations hereunder, to the extent that such performance is not directly prevented by such event of force majeure, the affected Fellow shall be deemed not to be in default of its obligations hereunder, to the extent that any failure to perform such obligations which would otherwise constitute such a default is reasonably attributable to the effect of such event of force majeure.

11.4 In the event that upon the commission by a Fellow of an event of default, the non-defaulting Fellow shall have given notice in accordance with section 11.1 electing to purchase (or cause its Affiliate to purchase, in which case all references herein to the non-defaulting Fellow shall include, to the extent required by the context, such Affiliate) the Fellowship Interest of the defaulting Fellow, the non-defaulting Fellow shall have the right (but not the obligation) to purchase such Fellowship Interest for a purchase price equal to the fair market value of such Fellowship Interest as at the date upon which such notice is given (the “Effective Date”). The fair market value of the Fellowship Interest held by the defaulting Fellow as at the effective date shall be determined in the manner provided in section 10.2, modified as follows:

			(a)	all references to the Purchased Interest therein shall be deemed to refer to the Fellowship Interest of the defaulting Fellow;

			(b)	in the absence of agreement between the Fellows as to such fair market value within 30 days of the Effective Date, the non-defaulting Fellow may appoint a valuator who shall determine such fair market value in accordance with the procedure in section 10.2;

			(c)	the decision of such valuator shall be final and conclusive and binding upon the defaulting Fellow, which (for greater certainty) shall not be entitled to appoint a further valuator if it does not agree with the determination by the first valuator;

			(d)	the cost of the determination of such fair market value by such valuator shall be borne solely by the defaulting Fellow; and

			(e)	to the extent that the defaulting Fellow fails or refuses to pay such cost of such determination of fair market value, an amount equal to such cost may be deducted from the purchase price for the Fellowship Interest of the defaulting Fellow and applied to the payment of such cost.

The non-defaulting Fellows may at any time within ten days following the final determination of the fair market value of the Fellowship Interest of the defaulting Fellow, at its option, by a further notice in writing addressed to the defaulting Fellow elect to purchase the Fellowship Interest of the defaulting Fellow for a purchase price, payable in Cash, equal to the fair market value thereof as thus determined. If no such notice is given by the non-defaulting Fellow within such period, the non-defaulting Fellow shall be deemed to have elected not to purchase such Fellowship Interest and shall have no further right to do so except with the agreement of the defaulting Fellow.

11.5 In the event that the Fellows shall have agreed upon the fair market value of the Fellowship Interest of the defaulting Fellow or the non-defaulting Fellow shall have delivered a second notice in accordance with section (a) electing to purchase the Fellowship Interest of the defaulting Fellow, the non-defaulting Fellow shall thereupon be obligated to purchase, and the defaulting Fellow shall be obligated to sell, the Fellowship Interest of the defaulting Fellow and the non-defaulting Fellow shall forthwith notify the defaulting Fellow in writing of a date and time for closing of the purchase and sale of such Fellowship Interest, which date shall not be earlier than 30 days nor more than 60 days after the date upon which such obligations arose. If no notice is given as aforesaid establishing such date and time of closing, such date shall be the last day which could be designated hereunder as such date of closing (or the first business day immediately following such day if such day is not a business day) and the time of closing shall be 11 o’clock a.m. (local time) on such date, provided, however that the Fellows may otherwise mutually agree upon such date and time of closing (the date and time determined in accordance with the foregoing shall be the “Date of Closing” and the “Time of Closing”, respectively, for purposes of Article XIV). The purchase and sale of the Fellowship Interest of the defaulting Fellow shall be in accordance with the provisions of Article XIV.

11.6 The Fellowship shall not be dissolved except in the following manner:

(a)	by agreement of the Fellows; or

(b)	in accordance with Section 11.1.

11.7 Upon the dissolution of the Fellowship pursuant to section 11.1, unless the Business is to be continued by a successor to the Fellowship, the Business shall be dissolved and the affairs of the Fellowship shall be wound up. Upon the dissolution and winding-up of the Business, the property and assets of the Fellowship shall, unless the Fellows otherwise agree, be sold or otherwise disposed of at their fair market value, and the terms and conditions of this agreement and the rights and obligations of the Fellows with respect to the conduct, management, supervision and operation of the Fellowship shall continue in force during such period of liquidation. All rights, property and assets of the Fellowship shall be liquidated as promptly as consistent with obtaining the fair market value of such rights, property and assets and such liquidation shall be conducted in compliance with applicable law and sound business practice.

11.8 The proceeds from liquidation of then rights, property and assets of the Fellowship shall be applied in the following order or priority and, upon the completion of the distribution of such proceeds, the Fellowship shall be deemed to have been entirely terminated:

(a)	the satisfaction of any outstanding obligations and liabilities to creditors of the Fellowship;

		(b)	establishment of any reserves which may be deemed advisable with respect to any contingent or unforeseen liabilities or obligations of the Fellowship, such reserves to be maintained in a regular trust account and, at the expiration of such reasonable period of time as shall be deemed advisable, the remaining balance in the trust fund to be distributed to the Fellows in accordance with the priorities herein provided for;

		(c)	payment to the Fellows of any accrued but unpaid interest on and repayment of the outstanding principal of any loan advances made by the Fellows to the Fellowship;

		(d)	payment to the Fellows of any amount standing to the credit of their respective capital accounts; and

		(e)	distribution of any balance remaining, after deducting the cost of liquidation, to the Fellows in accordance with their respective Ratios.

11.9 The Fellows shall be entitled to reimbursement for out-of-pocket expenses incurred in connection with the winding-up and liquidation of the business carried on by the Fellowship. Such reimbursement shall be paid as an expense of the Business after all liabilities to creditors of the Fellowship (other than either of the Fellows) have been repaid but prior to any repayments of or distribution to either of the Fellows.

ARTICLE XII
General Provisions Relating to Purchase and Sale of Fellowship Interests

12.1 Upon the sale of a Fellowship Interest or a Fellow otherwise ceasing to be a Fellow, unless otherwise agreed by the Fellows, all advances made by the selling or withdrawing Fellow to the Fellowship shall be repaid to the Fellow and such Fellow’s capital account shall, if positive, be paid to such Fellow or, if negative, be brought to a nil balance by payment or credit of the appropriate amount by such Fellow to the Fellowship, provided that if the fair market value of such Fellowship Interest as determined pursuant to section 10.2 or 11.4 is less than the aggregate of the advances owing to such Fellow from the Fellowship and such Fellow’s capital account, the shortfall of such fair market value below such aggregate amount shall be paid to the Fellowship by such Fellow as a capital contribution.

12.2 A the Time of Closing on the Date of Closing, the purchaser shall deliver to the vendor payment of the purchase price for the Fellowship Interest to be purchased and sold, in Cash, and the vendor shall deliver to the purchaser all necessary conveyances, transfers and assignments any other documents necessary or reasonably required effectively to transfer the vendor’s Fellowship Interest to the purchase with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever.

12.3 If the vendor is not represented at the place of closing at the Time of Closing, or is represented but fails for any reason whatsoever, to deliver to the purchaser all necessary conveyances, transfer and assignments of the vendor’s Fellowship Interest or any other documents necessary or reasonably required effectively to transfer such Fellowship Interest to the purchaser with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances, the purchaser may deposit the purchase price into a special account at the Fellowship’s bankers in the name of the vendor. Such deposit shall constitute valid and effective payment of the purchase price to the vendor even though the vendor has voluntarily encumbered or disposed of its Fellowship Interest or any part thereof. In the event that such Fellowship Interest shall have been assigned or otherwise encumbered by way if security to any person to secure obligations or indebtedness of the vendor, the purchaser may, at its option, in lieu of depositing the purchase price as aforesaid, pay all or any part of the purchase price to such assignee or encumbrancer to the extent required to discharge such obligations or indebtedness and receive an assignment of the Fellowship Interest from such assignee or encumbrancer and deposit the remainder, if any, of the purchase price as aforesaid.

12.4 If a deposit and/or payment is made pursuant to section 12.3, then from and after the date of closing, the purchase of the Fellowship Interest of the vendor shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity, in and to the said Fellowship Interest shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser and all right, title, benefit and interest, both at law and in equity, of the vendor or of any transferee, assignee or any other person having any interest, legal or equitable, therein or thereto shall cease and determine. The vendor shall be entitled to receive the purchase price deposited with the bankers of the Fellowship upon delivery to the purchaser of all necessary conveyances, transfers and assignments and any other documents necessary or reasonably required effectively to transfer the Fellowship Interest of the vendor to the purchaser with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever.

ARTICLE XIII
Time of the Essence

13.1 Time shall be of the essence of this agreement.

ARTICLE XIV
Notices

14.1 Under this Agreement, notice may be given by one party to the other party in writing by personal delivery, registered mail or international courier to the other party at their last known address.

14.2 Notice by either registered mail or sent by international courier shall be deemed to have been received forty-eight (48) hours after the date of mailing by registered mail or receipt by courier.

ARTICLE XV
Enurement

15.1 This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF this agreement has been executed by the parties as evidenced by their signatures hereto.

Frodo Baggins

Gandalf the Wizard

Boromir of Gondor

Aragorn or Stryder the heir of the throne of Gondor

Legolas the Elf

Gimli the Dwarf

Merry the Hobbit

Pippin the Hobbit

Sam the Hobbit