Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 73

                                        -157-                                         
          in the agreements:  “Because they were going to exercise their              
          put.”  For example, with respect to the SMP LLC agreement’s                 
          reference to a film production and distribution business, Mr.               
          Geary testified that “I certainly can tell you that I was of the            
          belief when I received this that I didn’t care from my client’s             
          perspective what was in here other than a couple of things that I           
          marked up and sent back, the transfer provisions and one of the             
          confidentiality provisions.”                                                
               Mr. Geary testified that, as of December 11, 1996, he knew             
          that Generale Bank and CLIS were going to exercise the put on               
          December 31, 1996, the earliest possible date for the put’s                 
          exercise.  “I knew * * * [Mr. Jouannet] was going to exercise the           
          put.  He had a year to exercise the put.  I clearly knew from the           
          very beginning he was exercising the put.”  “As I’ve tried to               
          say, I always knew that the put was going to be exercised at some           
          point.  * * *  That was clearly my understanding of the deal.”              
               We found Mr. Geary’s testimony exceptionally credible,                 
          thorough, and persuasive.  His testimony shows convincingly that            
          the banks had no intention of partnering with the Ackerman group            
          and had planned from the beginning to exercise the put rights in            
          the side letter agreement as expeditiously as possible.                     
                         ii.  Ackerman Group’s Understanding                          
               Petitioner claims the he and Mr. Ackerman had no prearranged           
          understanding with CDR that the banks would exercise their put              






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