Parker Properties Joint Venture, PDW&A, Inc., A Partner Other Than The Tax Matters Partner - Page 8

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          Properties and Twenty Mile to obtain new funding to liquidate               
          Commercial’s and its subsidiaries’ (Empire and ESL) positions in            
          the joint ventures for as much cash as possible.  However,                  
          Commercial realized that the collateral real property had                   
          declined in value.  Consequently, Commercial was willing to                 
          accept less than the outstanding balances of the loans in order             
          to liquidate its interests in the ventures.                                 
               Acceding to Commercial’s wishes, in late 1987, the investing           
          partners negotiated with Sun Savings & Loan Association (Sun                
          Savings) for financing to liquidate Commercial’s interests.                 
          Although Sun Savings was willing to finance the liquidation of              
          Commercial's interest in the partnerships, the investing partners           
          were not willing to pay the minimum amount of cash that                     
          Commercial would accept.  To adjust for the shortfall, Commercial           
          suggested that certain of its Denver area apartment mortgages               
          (apartment mortgages) be purchased in connection with the                   
          transaction.  These negotiations, however, did not result in an             
          agreement.                                                                  
               In March 1988, representatives of the investing partners               
          entered into negotiations with Capitol Federal Savings & Loan               
          Association (Capitol Federal) to arrange for financing to                   
          liquidate Commercial's joint ventures interests.  In a letter               
          dated April 19, 1988, Commercial made a proposal to Mr. Winn that           
          Commercial liquidate its creditor’s position through Empire and             





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