-100-
agreement was between BJF, Inc., and IRA’s subsidiary, Zeus, and
the other agreement was between BJF, Inc., and THC. These
written agreements covered projects in which Prudential apartment
properties were being converted, as well as other projects not
involving Prudential’s apartment properties.
a. The Frey/THC Agreement
On October 12, 1981, Frey sent a participation agreement to
Kanter, as president of THC, regarding THC’s “Participation in
Condominium Conversions” which provided, in part:
As requested, we are writing to confirm our prior
agreement regarding the participation by us and our
affiliates in capital contributions, profits and losses and
Developers’ Fees (excluding Developers’ Fees in condominium
conversions of properties of or for The Prudential Insurance
Company of America and excluding legal, management or any
other fees, which shall be retained by the recipients) in
condominium conversions of properties.
The properties [sic] of this letter agreement
shall apply in the case of condominium conversions of
those properties listed below and any other condominium
conversions in which we agree to participate. Each of
us may terminate this agreement at any time on forty-
five (45) days or more prior written notice. The
termination, however, shall be effective only with
respect to new condominium conversions (i.e.,
conversions of properties not under discussion between
us or otherwise in process on the last day of the
forty-five (45) day period).
The participation in capital contributions and profits
and losses shall be as follows:
The Holding Company, a Delaware corporation,
its nominees and/or affiliates--(“THC”) 33%
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