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capital contributions made by the partners over the life of
Twenty Mile.
Empire lent Twenty Mile $3,500,000 (with a maximum limit of
$6 million) for acquisition and development of the Clarke
property. The loan was evidenced by a $6 million promissory note
dated April 16, 1985, from Twenty Mile to Empire, and signed by
an officer of ESL and by officers of Nicholson Enterprises and
PDW&A as the general partners of PND, and Messrs. Gitlitz,
Nicholson, and Winn, individually. The debt was secured by the
Clarke property, without recourse to Twenty Mile, but with
recourse to the three individuals in the same percentages used
for Parker Properties.
Parker 480 Joint Venture
A third parcel was acquired by Parker 480 Joint Venture
(Parker 480) (which is not a party in this case). The Parker 480
agreement was entered into on June 26, 1985, by and between A. &
P.D.W. Limited Partnership (APDW), consisting of the PDW&A
partners; and N-4 Associates (N-4), which included Mr. Nicholson
and his family.
Parker 480 partners contributed capital, as follows: APDW,
$500; N-4, $500. Empire was the lender with an "equity incentive
participation" or "equity kicker".7
7 The "equity kicker" is defined in the $3,500,000 note as
50 percent of the equity in the property secured by the deed of
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