Parker Properties Joint Venture, PDW&A, Inc., A Partner Other Than The Tax Matters Partner - Page 5

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          interest expense deductions on the debt to Empire and                       
          Commercial.5                                                                
          Twenty Mile                                                                 
               During 1985, after success in the development of the Bankers           
          Trust property, the Parker Properties investors acquired another            
          parcel (the Clarke property) in or near the town of Parker.  The            
          investors used Twenty Mile as the joint venture partnership for             
          acquisition of the Clarke property.  The joint venture agreement            
          was completed on April 16, 1985, by and between PND and ESL, each           
          receiving a 50-percent interest in Twenty Mile.  PDW&A and                  
          Nicholson Enterprises were the general partners of PND.6  The               
          initial capital contributions from the Twenty Mile partners were            
          as follows:  PND, $1,000; ESL, $1,000.  Similar to the situation            
          with Parker Properties, there were few, if any, additional                  




          5 In addition to the loans from Empire, funding was obtained                
          through the issuance of tax free metropolitan district bonds.               
          Metropolitan districts are quasi-municipal entities that can                
          issue tax free debt.  Such districts have been utilized to                  
          provide utility enhancements in the absence of a true                       
          municipality or in the presence of a municipality incapable of              
          issuing debt.                                                               
               Parker Properties also assumed an obligation of Bankers                
          Trust to purchase water and sewer taps as secured by a letter of            
          credit issued by Empire.  The obligation was subject to annual              
          tax liability to support the retirement of bonds for improving              
          and widening certain streets in the town of Parker.                         
          6 Twenty Mile also had two additional limited partners, each                
          with small interests:  The seller of the Clarke property and a              
          real estate broker.                                                         




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