Estate of Lea K. Hillgren, Deceased, Mark Hillgren, Executor - Page 6

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          In December 1986, one of Hillgren’s entities, Seaward Properties,           
          Limited, dissolved, and its assets were distributed to Seaward              
          Partners, a California general partnership owned 89 percent by              
          Hillgren and 11 percent by Carl C. Hillgren.  (“Seaward” will be            
          used to refer to Seaward Partners and its predecessor and related           
          entities that were essentially controlled by Hillgren.)  From               
          1987 through 1997, Hillgren held a general partnership interest             
          in two partnerships, LKHP and Seaward.  Seaward also held general           
          partnership interests in three other partnerships.  At the date             
          of decedent’s death, Hillgren had executed several certificates             
          of partnership.                                                             
          Business Loan Agreement                                                     
               Around April 1994, decedent and Hillgren entered into the              
          BLA, which was drafted by their attorney, Jeffrey Walsworth                 
          (Walsworth).  The BLA described a series of events occurring                
          between decedent, doing business as Sea Shell and referred to as            
          the “debtor”, and Hillgren, doing business as Seaward and                   
          referred to as the “lender”.  The BLA was signed by decedent and            
          Hillgren, but was undated.  The term of the BLA was for 29 years.           
          The BLA was never recorded.                                                 
               Several properties were the subject of the BLA.  The BLA               
          discussed “Properties” (Orange County properties) as described in           
          exhibit “A” and the “University Industrial Park” (University                
          property) as described in exhibit “B”.  The Orange County                   

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