Salina Partnership LP - Page 16




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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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Last modified: May 25, 2011