Robert L. Whitmire - Page 22

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          that petitioner would be ultimately liable to make payments on               
          Petunia’s debt obligations to F.S. Venture.                                  
               Notwithstanding the recourse nature of the underlying third-            
          party loan between MHLC and Alanthus, other significant features             
          of the transaction, as explained above, immunized petitioner and             
          the other limited partners of Petunia from any realistic                     
          possibility of liability with regard to the Partnership Note.  We            
          conclude that petitioner is to be treated as not at risk within              
          the meaning of section 465 with respect to his allocable share of            
          the Partnership Note.                                                        
               To reflect the foregoing,                                               

                                                   An appropriate order will           
                                              be issued.                               























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