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BEA to serve as its financial adviser “with respect to all
securities and property with an initial value of $75,398,292.47"
held by Chemical Bank.
On December 28, 1992, Caraville, Pallico, and FPL executed an
amended partnership agreement that included an expanded list of
permitted investments. The partnership agreed to pay quarterly
management fees to Caraville (totaling $750,000) during 1993 and
1994. The partnership agreement states that the partnership would
be obliged to redeem FPL’s partnership interest or dissolve and
liquidate at FPL’s request.
On December 28, 1992, Goldman Sachs issued a letter to FPL
stating that FPL did not rely upon Goldman Sachs for advice or
information relating to the financial, legal, tax, accounting, or
other matters in connection with FPL’s investment in Salina.
On December 28, 1992, FPL transferred $76,540,327 to Pallico
in exchange for a 98-percent limited partnership interest in
Salina. FPL treated $73,890,327 of its $76,540,327 payment to
Pallico as capital invested in the partnership. The $73,890,327
includes $390,327 representing Pallico’s share of Salina’s net
partnership gain during the period December 17 to 27, 1992.
Pallico retained $50,000 of the $76,540,327 payment that it
received from FPL. Pallico transferred $73,890,327 to ABN–-the
same amount that FPL treated as its capital contribution to Salina-
-in partial repayment of the loan that ABN provided to Pallico in
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