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b. The Frey/Zeus Agreement
On October 12, 1981, Frey sent a participation agreement to
Meyers (as president of Zeus, IRA’s subsidiary) regarding
“Participation in Proceeds on Prudential Conversions” which
provided, in part:
As requested, we are writing to confirm our prior
agreement regarding the participation in the amounts
realized or to be realized on the condominium conversion of
properties of or for The Prudential Insurance Company of
America (“Prudential”).
The terms of this letter agreement shall apply
with respect to all conversions of Prudential
properties heretofore and hereafter.
As used in this letter agreement, the term “amounts
realized” includes all amounts to be received by the
converter as Developers’ Fees and shares of assigned profits
but excluding any management or other fees (which shall be
retained by the Manager).
* * * * * * *
Of the amounts received as a Developers’ Fee on
Prudential conversions, BJF (or its counterpart in any
future conversion) shall retain 75% of the amount received
in reimbursement for any costs and expenses paid or incurred
by it. BJF shall retain this 75% amount without regard to
the actual amount of its costs and expenses and without any
need to account for the same. Of the remaining 25%, BJF
SHALL RETAIN 80% and shall distribute the remaining 20% to
you.
Of the amounts received as shares of assigned
profits, BJF shall distribute 20% to you and retain the
balance. BJF shall retain amounts under this letter
agreement for itself and for distribution to its
affiliates in such percentages as they have agreed.
BJF shall make all distributions to you not later than
30 days after the date of this letter or receipt from
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