L&C Springs Associates, Solomon A. Weisgal Investment Associates, Tax Matters Partner, et al. - Page 8

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            Florida land trust and in the L&C Properties.  Under that option,                         
            the stated purchase price for L&C Springs’ interest in the L&C                            
            Properties was reduced from $2.8 million to $2,450,000 (reflected                         
            by a nonrecourse promissory note), and L&C Springs immediately                            
            reconveyed to Tanglewood ownership of the underlying land and                             
            effectively ownership of the apartments and other improvements                            
            associated with the L&C Properties.  L&C Springs, through the                             
            Florida land trust, retained only nominal title to the L&C                                
            Properties and a 15-year leasehold interest in the land, in the                           
            apartments, and in other improvements on the land.  For the 15-                           
            year lease of the underlying land, L&C Springs agreed to make                             
            separate, fixed lease payments of $36,000 each year.                                      
                  In effect, for the reduced stated purchase price of                                 
            $2,450,000, L&C Springs retained, through the Florida land trust,                         
            only a 15-year leasehold interest in the L&C Properties.                                  
                  Under the lease agreement that L&C Springs and Tanglewood                           
            entered into, during the last year of the 15-year lease of the                            
            land (namely, from January 1, 1995 through July 1, 1996), L&C                             
            Springs, through the Florida land trust, had an option to                                 
            purchase from Tanglewood the L&C Properties and the related land.                         
                  L&C Springs' $2,450,000 debt obligation agreed to in                                
            connection with the reduced purchase price for L&C Springs' 15-                           
            year leasehold interest in the L&C Properties was due to be paid                          
            to Tanglewood with four annual principal payments to Tanglewood                           
            of $50,000 each, due on July 1 of 1982, 1983, 1984, and 1985, and                         




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