Oliver W. and Edna D. Wilson - Page 8




                                        - 8 -                                         
               Shortly after petitioners settled on the South Coast Thrift            
          loan, construction on the building resumed.  However, work                  
          proceeded very slowly as petitioner encountered further problems.           
          Among other things, multiple thefts of building materials and               
          electrical fixtures forced petitioner to install a security alarm           
          system for the building.  The city of Los Angeles also required             
          petitioner to perform unanticipated additional work and repairs             
          to the building, including replacing the sewer system from the              
          building to the street curb and installing an elevator from the             
          first to the second floor, a sprinkler system, and a unified                
          electrical system for the building.                                         
               Sometime in 1990, after construction on the building                   
          resumed, representatives of South Coast Thrift informed                     
          petitioner that South Coast Thrift would not provide enough money           
          under the South Coast Thrift loan to complete all the work that             
          had been contemplated in his loan application.4                             
               By the end of 1990, petitioner was forced to scale back his            
          plans for renovating the building and reopening the 5-4 Ballroom.           
          At this point, petitioner decided it would be more feasible to              

               4In 1991, litigation between South Coast Thrift and                    
          petitioners ensued.  On Mar. 18, 1992, petitioners commenced a              
          proceeding under ch. 11 of the Bankruptcy Code with the U.S.                
          Bankruptcy Court for the Central District of California.                    
          Ultimately, in or about September 1994, petitioners and South               
          Coast Thrift entered into a settlement, pursuant to which they              
          agreed to reconfigure petitioners’ former South Coast Thrift loan           
          as a new $450,000 loan secured by the 5401-9 S. Broadway                    
          property.                                                                   





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