2925 Briarpark, Ltd., James C. Motley, Tax Matters Partner - Page 5

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          October 11, 1989, Mr. Motley's liabilities exceeded his assets by           
          $13,497,675.  On October 16, 1989, NCNB agreed to allow the cash            
          sale of the property for $11,600,000 and to settle with Mr.                 
          Motley on his guaranty for $175,000.                                        
               On November 3, 1989, Briarpark, Mr. Motley, Dan Associates,            
          and NCNB entered into a conditional release agreement (November             
          3, 1989 agreement).3  In the November 3, 1989 agreement, NCNB               
          agreed to release the property from all liens and security                  
          interests upon satisfaction of the following conditions:  (1) The           
          sale of the property to Dan Associates for a minimum sale price             
          of $11,600,000, (2) the assignment of the sale proceeds to the              
          bank, (3) the transfer of Briarpark's cash reserves, and (4) the            
          payment of $175,000 by Mr. Motley to the Bank.                              
               On December 27, 1989, the outstanding balances of the                  
          modified loan and the build-out loan were $24,562,763 and                   
          $1,019,418, respectively.  Briarpark sold the property to Dan               
          Associates for $11,600,000.  Briarpark incurred selling expenses            
          of $554,901.  Dan Associates paid $10,936,532 of the proceeds to            
          NCNB.  The adjusted basis of the property was $11,661,245.  Also            
          on December 27, 1989, NCNB released the liens against the                   
          property and released Mr. Motley from his guaranty of the                   
          modified loan.  Mr. Motley paid $175,000 in cash to the bank.               


               3The complete terms of the conditional release agreement               
          were not available, for a page of the agreement was missing from            
          the joint exhibit provided to the Court.                                    




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