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available cash-flow. Generally, the purpose of the partnership
was to conduct business activities related to development of
condominiums and cooperatives and property management.
TSG Holdings, Inc. contributed $750,00 to the Frey
partnership. Transcontinental Services Group, N.V., a
Netherlands Antilles corporation and TSG Holdings, Inc.'s parent
corporation, lent $1.75 million to the Frey partnership.
In addition to other assets contributed to the Frey
partnership, the remaining partners assigned their right to
receive fees under other management, consulting, and/or
partnership agreements, including the Village of Kings Creek,
Lakewood, Calais, Chatham, Valleybrook, The Greens, and Galaxy
Towers that had previously been subject to the letter agreement
between Holding Co. and the Frey corporation. The partnership
agreement also listed two participation agreements with "Burton
J. Kanter" regarding certain condominium conversions. The
agreement indicated that the two participation agreements had
been canceled with respect to new condominium conversions.
A letter dated June 20, 1984, to Kanter described Holding
Co.'s obligation to contribute to the capital of the partnership
as follows:
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