Dakotah Hills Offices Limited Partnership, An Arizona Limited Partnership, William M. and Dianne B. Stephens, Tax Matters Partners, et al. - Page 7

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                  experiences, the General Partners expect that                       
                  the lender will require the partnership to obtain                   
                  a financial guarantee bond from an insurance                        
                  company acceptable to the lender.  The insurance                    
                  company will then, as surety, obligate itself to                    
                  pay the lender should any of the Limited Partners                   
                  default in making payments under the provisions                     
                  of their respective promissory notes.                               
                            *    *    *    *    *    *    *                           
                  Institutional Financing.  Immediately after the                     
                  formation of the partnership, the partnership                       
                  intends to use the partnership property and the                     
                  promissory notes given by the Limited Partners as                   
                  part of their capital contribution as security                      
                  for a loan.  Since the loan proceeds are                            
                  necessary in order to obtain the partnership                        
                  property, a simultaneous closing of the                             
                  institutional loan and the acquisition of the                       
                  partnership property will probably have to be                       
                  arranged.  The partnership expects to borrow                        
                  Five Hundred Thirteen Thousand and No/100                           
                  Dollars ($513,000) and expects to pay three (3)                     
                  percentage points in order to obtain the loan.                      
                  In addition, the partnership objects [expects]                      
                  the institutional lender to require the issuance                    
                  of a financial guarantee bond prior to the                          
                  issuance of the loan.  Certain expenses are                         
                  projected in obtaining the financial guarantee                      
                  bond.  Based upon the General Partners’ prior                       
                  experience in obtaining financial guarantee                         
                  bonds, the partnership expects to pay two (2)                       
                  percentage points per year for the financial                        
                  guarantee bonds and plans to incur some                             
                  significant legal expenses in obtaining the                         
                  bond commitment.  As set forth in the “Use of                       
                  Proceeds” section, Forty-Two Thousand and No/100                    
                  Dollars ($42,000.00) has been budgeted for this                     
                  expense.                                                            

             The Dakotah Hills partnership agreement also describes the               
             partnership’s intent on this point as follows:                           

                  Use of Promissory Notes.  Immediately upon the                      
                  formation of the partnership, the partnership                       




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