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connection with West Mill. In the negotiations preceding the
settlement agreement, petitioner proposed to a representative of
Westinghouse that Westinghouse pay JCC consulting fees of
$1,050,000 for services related to Towne Lake. His proposal to
that effect is confirmed in a October 7, 1991, letter to
petitioner that, in pertinent part, contains the following
statement:
This letter will confirm our conversation * * *
with respect to a proposed settlement agreement between
Westinghouse Credit Corporation (“WCC”) and West Mill
Joint Venture (“West Mill”) regarding the New defaulted
loans made in connection with the Towne Lake
development in Georgia (“Towne Lake”).
WCC understands your proposal to be as follows:
(i) West Mill will provide WCC with a deed to
Towne Lake in lieu of foreclosure;
(ii) Johnson Consolidated Companies (guarantor
of the Towne Lake loan and controlling
stockholder of both West Mill venturers)
will enter into a consulting agreement with WCC
and provide consulting services related to the
operation and development of Towne Lake in
exchange for consulting fees approximating One
Million Fifty Thousand Dollars ($1,050,000) on
terms to be mutually agreed upon. [Emphasis
added.]
The settlement agreement, which mimics the above-quoted
letter, provides for West Mill to convey the Towne Lake deed to
Westinghouse in lieu of foreclosure and for Westinghouse to pay
$1,050,000 directly to JCC. There is no additional language in
the agreement delineating or explaining the reason for the
payment or the entities or individuals to whom the $1,050,000 was
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