Appendix — Holywell Corp. v. Smith

Supreme Court, U.S.

Sis

‘JOSEPH F. SPANIOL, JR.

in the He CLERK

Supreme Court

of the

United States of America

OCTOBER TERM, 1987

HOLYWELL CORPORATION and

THEODORE B. GOULD,

Petitioners,

vs.

FRED STANTON SMITH, Trustee

of the Miami Center Liquidating Trust, and

THE BANK OF NEW YORK,

Respondents.

On Petition for Writ of Certiorari

to the United States Court of Appeals

for the Eleventh Circuit

APPENDIX OF RESPONDENT,

THE BANK OF NEW YORK

Vance E. Salter, Esq.

COLL DAVIDSON CARTER SMITH

SALTER & BARKETT, P.A.

3260 Miami Center

100 Chopin Plaza

Miami, Florida 33131

(305) 373-5200

Of Counsel:

Thomas F. Noone, Esq. S. Harvey Ziegler, Esq.

EMMET MARVIN & MARTIN KIRKPATRICK & LOCKHART

48 Wall Street 2000 Miami Center

New York, New York 10005 100 Chopin Plaza

(212) 422-2974 Miami, Florida 33131

(305) 374-8112

[Counsel of Record]

App. A

App. B

App. C

App. D

App. E

INDEX TO APPENDIX

The Bank of New York v. Gould, Adv. No.

85-0160-BKC-TCB-A (Judgment Determining

Amount, Validity, and Extent of Liens of The

Bank of New York)

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Motion to Require Theodore B. Gould and/or

Holywell Corporation to Cause all Funds

Received by Related Entities in Connection

With the Sale of Certain Real Property

Pursuant to a Purchase Agreement Dated as of

July 26, 1984, as Amended to be Deposited into

a Segregated Account

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Emergency Motion to Treat Proceeds of the Sale

of Certain Real and Personal Property as Cash

Collateral, to Segregate and Account for Cash

Collateral

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Response to Emergency Motion for Clarification

and Motion for Order Directed to Theodore B.

Gould to Show Cause Why He Should Not Be

Cited for Civil Contempt (Exhibit 1 included, all

other exhibits not referenced)

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Motion for Order Approving and Authorizing

Holywell Corporation and Theodore B. Gould to

Consummate the Sale of Certain Real and

Personal Property (Exhibits not included)

App

App.

App.

App.

App.

App.

App.

App.

INDEX TO APPENDIX—(Continued)

.F In re Holywell Corp., Bktcy. Ct. Case No.

84-01590-BKC-TCB Amended Disclosure

Statement

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Amended Consolidated Disclosure Statement

and Plan of Reorganization of Holywell

Corporation, Miami Center Limited

Partnership, Chopin Associates, Miami Center

Corporation and Theodore B. Gould Proposed by

The Bank of New York

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Amended Consolidated Plan of Reorganization

Proposed by The Bank of New York

In re Holywell Corp., Bktcy. Ct. Case No.

84-01590-BKC-TCB Holywell Corporation’s

Report on Amounts to be Deposited Before

Confirmation

Olympia & York Florida Equity Corp. v. The

Bank of New York, Case No. 8&-3230-CIV-

ATKINS (S.D. Fla. March 24, 1987)

Holywell Corp. v. The Bank of New York, Case

No. 86-0848-CIV-RYSKAMP, Answer Brief of

Appellee, The Bank of New York

Excerpts from Rule 2004 Examination of

Theodore B. Gould

Holywell Corp. v. The Bank of New York, Case

No. 85-3225-CIV-ATKINS, Order of Remand

and Denial of Motion to Dismiss (S.D. Fla.

December 30, 1985)

INDEX TO APPENDIX—(Continued)

App. N In re Holywell Corp., Bktcy. Ct. Case Nos.

App. O

App. P

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Liquidating Trustee’s First Report in

Conjunction with Consummation of Confirmed

Plan of Reorganization

In re Holywell Corp., Bktcy. Ct. Case Nos.

84-01590-BKC-TCB through 84-01594-BKC-TCB,

Order on Remand (S.D. Fla. January 29, 1986)

In re Holywell Corp., Bktcy. Ct. Case No.

84-01594-BKC-TCB, Schedule A—Statement of

All Liabilities of Debtor

APPENDIX A

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

CHAPTER 11

CASE NOS.

84-01590-BKC-TCB

84-01591-BKC-TCB

84-01592-BKC-TCB

84-01593-BKC-TCB

84-01594-BKC-TCB

ADV. NO. 85-0160-BKC-TCB-A

IN RE: HOLYWELL CORPORATION, et al.,

Debtors.

THE BANK OF NEW YORK,

a New York banking corporation,

Plaintiff,

vs.

THEODORE B. GOULD, individually, as partner of CHOPIN

ASSOCIATES, a Florida general partnership, and as a

general partner of MIAMI CENTER LIMITED

PARTNERSHIP, a Florida limited partnership; MIAMI

CENTER CORPORATION, a Florida corporation, as

partner of CHOPIN ASSOCIATES, and as general

partner of MIAMI CENTER LIMITED PARTNERSHIP;

and HOLYWELL CORPORATION, a Delaware

corporation,

Defendants.

App. A-1

JUDGMENT DETERMINING AMOUNT,

VALIDITY, AND EXTENT OF LIENS

OF THE BANK OF NEW YORK

THIS CAUSE came to be heard on March 14, 1985 upon

the Complaint of The Bank of New York (the “Bank”’) to

determine the amount, validity, and extent of the Bank’s

mortgage liens. Having reviewed the pleadings and heard

argument of counsel, it is hereby ORDERED and

ADJUDGED that:

1. This Court has jurisdiction to hear and determine this

cause pursuant to 28 U.S.C. $§157(BX2XK) and 1334, and has

jurisdiction over the parties.

2. The Bank is a New York banking corporation located

in New York, New York, and is a secured creditor of the

Debtors as set forth in Proofs of Claim filed on December 20,

1984 in case numbers 84-01590-BKC-TCB, 84-01591-BKC-

TCB, 84-01592-BKC-TCB, 84-01593-BKC-TCB and

84-01594-BKC-TCB.

3. Defendants, Theodore B. Gould (“Gould”) and Miami

Center Corporation, a Florida corporation (“MCC”), are the

sole partners of defendant Chopin Associates, a Florida

general partnership (“Chopin’’) and are the sole general

partners of defendant Miami Center Limited Partnership,

a Florida limited partnership (“MCLP”’).

4. Defendant, Holywell Corporation (“Holywell”), is a

Delaware corporation with its principal place of business in

Arlington, Virginia.

5. Gould, MCC, Chopin, MCLP and Holywell are the

Debtors in the above-styled proceedings, having filed

voluntary petitions in this Court under Chanter 11 of the

Bankruptcy Code on August 22, 1984.

6. Chopin is the fee owner and MCLP is the ground

lessee and the owner of all improvements and personal

property on the real estate located in Miami, Dade County,

App. A-2

Florida (“Miami Center Phase I’’), as described in the loan

documents attached to the Bank’s Complaint in this action.

7. The due execution, delivery, recording, and

authenticity of the notes, mortgages, and other loan

documents is not in dispute.

8. The Bank advanced to the Debtors under the terms

of the notes and mortgages the sum of $196,711,481.58, all

of which is secured by the mortgages.

9. The Bank notified the Debtors by letter that the loans

were in default at all times after January 31, 1984.

10. Accrued interest on the loans, determined by the

Bank at the “contract” (good standing) rate, to March 14,

1985 is $33,103,184.24, and is secured by the Bank’s

mortgages. Based on a Prime Rate of 10.5% per annum,

interest will accrue at $64,171.66 per day from March 14,

1985. Any change in the prime rate (whether up or down)

will affect that daily interest figure.

11. Additional accrued interest on the loans, determined

by the Bank, commenced February 1, 1984. That additional

default interest of $4,528,077.11 is payable to March 14, 1985,

and is secured by the loan documents. Based on a prime rate

of 10.5% such default interest will accrue in the additional

amount of $11,148.50 per day under the loan documents for

each day from March 14, 1985 (for a total daily sum of

$75,320.16). Any change in the prime rate (whether up or

down) will affect that daily interest figure.

12. The Bank claims additional amounts under the liens

of the mortgages for pre-petition legal and loan expenses,

totalling $831,563.72. The Court reserves ruling on whether

all or some part of such legal and loan expenses should be

added to the mortgage lien.

13. The lien of The Bank of New York in and to the

Debtors’ real and personal property identified in the loan

documents as against the Debtors is superior to any other

App. A-3

claim or interest of the Debtors in and to said real and

personal property.

14. This Court will retain jurisdiction to grant such

further relief as may be necessary and proper.

15. The Court finds and decides that the total lien of the

Bank (including default interest from February 1, 1984) is

$234,342,742.93 to March 14, 1985, plus per diem interest

from March 14, 1985, at the rate of $75,320.16 per day.

16. This Final Judgment is subject to the Court’s Order,

dated March 20, 1985, respecting the scope of the 1983 and

1984 releases executed by the Debtors.

DONE and ORDERED in Chambers at Miami, Florida,

this 20th day of March, 1985.

/s/ Thomas C. Britton

UNITED STATES BANKRUPTCY

JUDGE

cc: S. Harvey Ziegler, Esq.

Vance E. Salter, Esq.

Fred H. Kent, Jr., Esq.

Irving M. Wolff, Esq.

App. A-4

APPENDIX B

UNIITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

Cases Nos. 84-01590-BKC-TCB

84-01591-BKC-TCB

84-01592-BKC-TCB

84-01593-BKC-TCB

84-01594-BKC-TCB

Proceedings in Chapter 11

IN RE:

HOLYWELL CORPORATION, et al.

Debtors.

MOTION TO REQUIRE THEODORE B. GOULD AND/OR

HOLYWELL CORPORATION TO CAUSE ALL FUNDS

RECEIVED BY RELATED ENTITIES IN CONNECTION

WITH THE SALE OF CERTAIN REAL PROPERTY

PURSUANT TO A PURCHASE AGREEMENT DATED

AS OF JULY 26, 1984, AS AMENDED TO BE DEPOSITED

INTO A SEGREGATED ACCOUNT

THE BANK OF NEW YORK (“BNY’”’) a secured creditor

respectfully moves this Court for an order directing Theodore

B. Gould (“Gould”) and/or Holywell Corporation (““Holywell’’)

to cause all funds payable to related entities in connection

with the sale of certain improved real property (the

“Washington Properties”) pursuant to a Purchase Agreement

dated as of July 26, 1984, as amended on August 28, 1984,

between Hadid Investment Group, Inc., as purchaser and

Twin Development Corporation, 1300 North 17th Street

Associates, 1616 Reminc Limited Partnership, Eleven

Dupont Circle Associates and Dupont Land Associates as

sellers (the “Purchase Agreement’’) to be deposited into a

segregated account to be held subject to further order of this

Court and as grounds therefor states:

App. B-1

1. The Bank of New York (“BNY”), a construction

lender, from time to time since March 27, 1980 has made

loans to Miami Center Limited Partnership (“MCLP’’) and

Chopin Associates (“Chopin”) in connection with the

construction of the Miami Center Phase 1 project (““Phase

1”). The loan agreements entered into in March 1980

contemplated $112,500,000 in loans to finance land

acquisition and construction of Phase I. Due primarily to

delays and hard and soft cost overruns the total costs far

exceeded the original estimates and BNY, at the request of

MCLP and Chopin, made additional loans. The unpaid

principal amount of the indebtedness of Chopin and MCLP

amounts including overdraft amounts is $196,227,417.70 and

interest is accruing thereon since December 1, 1983. The

indebtedness due to BNY is secured, inter alia, by mortgages

on Phase 1, by an assignment of all right, title and interest

of Gould (or any entity in which Gould has or obtains an

interest) to distributions as a general and/or limited partner

from the Washington Properties, an assignment of all right,

title and interest of Holywell including interests obtained

as a result of any assignment or beneficial interest) to

distributions as a general and/or limited partner from the

sale of the Washington Properties, by a pledge of 100% of

the issued and outstanding stock of Holywell, by a pledge

of the stock of certain of Holywell’s wholly owned

subsidiaries, including without limitation, 100% of the issued

and outstanding stock of Twin Development Corp. (“Twin”),

100% of the issued and outstanding stock of Orion Industries,

Inc., 100% of the issued and outstanding stock of HWL

Corporation and 100% of the issued and outstanding stock

of Parkwell, Inc.

2. On August 22, 1984 Holywell, Gould and the other

debtors herein, each filed a petition for reorganization under

Chapter 11, Section 301 of the Bankruptcy Code (the “Code”’).

The within Chapter 11 cases are being jointly administered

pursuant to Order of this court.

App. B-2

3. On October 22, 1984 this Court granted the motion

of Holywell and Gould as partners and stockholders in Twin

Development Corp., 1300 North 17th Street Associates, 1616

Reminic Limited Partnership, 11 Dupont Circle Associates

and Dupont Land Associates for an order authorizing and

approving the sale of the Washington Properties pursuant

to the Purchase Agreement. Paragraph 3 of the Order reads

as follows:

“Holywell and Gould, be and they hereby are,

directed to segregate the share of net proceeds due

Holywell and Gould from the sale of the real and

personal property approved by this Order and to

invest such proceeds in accordance with Section 345

of the Bankruptcy Code and hold same subject to

further order of this Court.”

4. BNY has reason to believe that all of the proceeds

which may ultimately flow to Gould and/or Holywell as a

result of the sale of the Washington Properties may not be

segregated and invested as directed by this Court.

5. BNY has been informed by Gould that the net

proceeds distributable to Gould and/or Holywell and related

entities from the sale of the Washington Properties will be

in the area of $30,000,000 to $34,000,000. However, counsel

for Gould has advised BNY that only the funds directly

payable to Gould and/or Holywell as general and/or limited

partners of the partnerships selling the Washington

Properties (i.e. approximately $10,000,000 to $14,000,000)

are to be deposited in the segregated account.

6. Asubstantial portion of the net proceeds from the sale

of the Washington Properties which are not payable to Gould

and/or Holywell will be paid to corporations whose stock is

wholly owned by Gould or Holywell.

7. Twin a wholly owned subsidiary of Holywell, is the

fee owner and ground lessor of the 1300 North 17th Street

Property, and is also the owner of a 91.67% general

App. B-3

partnership interest in 1300 North 17th Street Associates.

(This information is based upon a letter from Gould to BNY

dated December 3, 1982 setting forth Gould and Holywell’s

direct and indirect ownership interests in the Washington

Properties, a copy of which is annexed hereto as Exhibit “A”’).

Twin will receive a significant portion of the net proceeds

attributable to the 1300 North 17th Street Property.

8. In addition, Exhibit H of the Purchase Agreement

indicates that $3,547,000.00 is to be paid to certain entities

as compensation for the termination of Management and

Service Contracts. The entities tha‘ are to receive payment

are Holywell Management Company, a division of Holywell,

and Orion Industries, Inc., HWL Corporation and Parkwell,

Inc., all of which are wholly owned subsidiaries of Holywell.

(attached hereto as Exhibits “B”, “C-1”, “C-2” and “C-3”

respectively are copies of Ex. H to the Purchase Agreement

and copies of the financial statements of the sellers which

set forth the aforementioned Management and Service

Contracts).

9. In view of the fact that Holywell owns 100% of the

stock of Twin, BNY requests the Court to order Holywell to

cause Twin, to deposit in a segregated account, subject to

further order of this Court, the proceeds from the sale of the

Washington Properties less payment of all unrelated third

party creditors. BNY further requests the Court to direct

Holywell, as the sole stockholder of Orion Industries, Inc.,

Parkwell, Inc., HWL Corporation, Holywell Management

Company, to cause to be deposited in such segregated account,

subject to further order of the Court, any funds payable to

Orion Industries, Inc., Parkwell, Inc., HWL Corporation,

Holywell Management Company as a result of the

“premature cancellation” of the service contracts referred

to in Exhibits “B”’, “C-1’, “C-2” and “C-3” attached hereto,

or otherwise payable in connection with the sale of the

Washington Properties.

App. B-4

‘ace eee,

10. In addition, this Court should direct that any other

entities either wholly owned or controlled by Holywell and/or

Gould, deposit any net proceeds received in connection with

the sale of the Washington Properties into a segregated

account.

11. Based upon the circumstances set forth above BNY

requests that this Court direct Gould and/or Holywell to

furnish the following to BNY and the Official Creditors’

Committees of Gould and Holywell at least 3 days prior to

the closing of the sale of the Washington Properties: (i) a copy

of the proposed closing statement, (ii) a statement prepared

by Touche Ross & Co., the accountants retained by Gould

and other debtors herein, setting forth a detailed breakdown

of the proposed payments and distributions to be made to

Gould, Holywell, Twin Development, Dupont Land

Associates, Orion Industries, Inc., HWL Corporation,

Parkwell, Inc., Holywell Management Company and any

other wholly owned or controlled entities, and (iii) a sworn

statement of Gould that neither he, nor any of the other

debtors herein, nor any entity in which he or any of the other

debtors herein has an interest (whether direct or indirect),

has any interest (whether direct or indirect) in any entity

receiving any funds set forth in the Touche Ross & Co.

statement delivered pursuant to subparagraph (ii) above

except as specifically set forth therein.

WHEREFORE, BNY respectfully requests that this

Court issue an Order granting the relief requested herein,

together with such other and further relief this Court deems

just and proper.

App. B-5

Respectfully submitted,

S. Harvey Ziegler, Esquire

Meyer, Weiss, Rose, Arkin,

Shampanier, Ziegler & Barash

407 Lincoln Road

Miami Beach, Florida 33139

Telephone: (305) 538-2531

and

STEEL HECTOR & DAVIS

4000 Southeast Financial Center

Miami, Florida 33131-2398

Tel: (305) 577-2984

By: /s/ FRANCIS L. CARTER

Francis L. Carter

Of Counsel:

Thomas F. Noone, Esquire

Emmet, Marvin & Martin

48 Wall Street

New York, New York 10005

Telephone (212) 422-2974

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing Motion

was mailed this 30th day of November, 1984 to all parties

on the attached list.

/s/ FRANCIS L. CARTER

Francis L. Carter

App. B-6

SERVICE LIST

Daniel Lampert, Esquire

Morgan, Lewis & Bockius

3200 Miami Center

100 Chopin Plaza

Miami, Florida 33131

Fred H. Kent, Jr.

850 Edward Ball Building

P.O. Box 4700

Jacksonville, Florida 32201

Irving M. Wolff, Esquire

Holland & Knight

1200 Brickell Avenue

Miami, Florida 33131

William E. Sadowski, Esquire

Akerman, Senterfitt & Eidson

405 Brickell Concours

1401 Brickell Avenue

Miami, Florida 33131

Barry J. Dichter, Esquire

Cadwalader, Wickersham & Taft

One Wall Street

New York, New York 10005

J. T. Blount,

Manager Legal Affairs

Florida Power & Light

9250 West Flagler Street

Miami, Florida 33152

John W. Kozyak, Esquire

Kozyak & Tropin, P.A.

607 New World Tower

100 N. Biscayne Blvd.

Miami, Florida 33132

App. B-7

William C. Crenshaw, Esquire

Valdes-Fauli, Cobb & Petrey

1401 AmeriFirst Building

One Southeast Third Avenue

Miami, Florida 33131

Steven E. M. Hartz, Esquire

Dade Savings Bldg. — 11th Floor

101 E. Flagler St.

Miami, Florida 33131

William Lance Gerlin, Esquire

Stinson, Lyons & Schuette

1401 Brickell Avenue

Ninth Floor

Miami, Florida 33131

Howard S. Susskind, Esquire

Kaplan, Sicking, Hassen, et al

1951 Northwest 17th Avenue

Miami, Florida 33152

Jerry M. Markowitz, Esquire

9400 S. Dadeland Blvd.

Suite 100

Miami, Florida 33156

Allan M. Elster, Esq.

17971 Biscayne Blvd.

Suite 204

North Miami Beach, Florida 33160

Richard Touby, Esquire

2nd Floor East

AmeriFirst Federal Building

100 N.E. 1st Avenue

Miami, FL 33132

App. B-8

a ford h

Keavin D. McDonald, Esquire

Bonham, Carrington & Fox

2700 Summit Tower

Houston, Texas 77046

David B. Newman, Esquire

Fine, Tofel, Saxl, et al.

823 United Nations Plaza

New York, New York 10017

Belson, Connolly & Belson

39 Broadway

New York, New York 10006

Dolores J. Seiler, Esquire

6701 Sunset Drive, Suite 101-C

South Miami, FL 33143

Louis Phillips, Esquire

Phillips and Phillips

908 Israel Discount Bank Bldg.

14 N.E. First Avenue

Miami, Florida 33132

Courtlandt G. Miller, Esq.

Bachner, Tally, Polevoy, et al

380 Madison Avenue

New York, New York 10017

David V. Lococo, Esquire

Lococo, Klein & Touby

901 N.E. 125th St.

Suite C

North Miami, FL 33161

Ronald A. Shapo, Esquire

Sparber, Shevin, et al

3050 AmeriFirst Bldg.

1 Southeast Third Ave.

Miami, Florida 33131

App. B-9

Robert A. Schatzman, Esq.

Schatzman & Schatzman

1500 S. Dixie Highway

Suite 350

Coral Gables, FL 33146

Sherwood B. Smith, Jr., Esq.

Ober, Kaler, Grimes & Shriver

710 Ring Building

1200 18th Street, N.W.

Washington, D.C. 20036

Patrick K. Cameron, Esq.

10 Light St.

Baltimore, Maryland 21202

Williams & Connolly

839 Seventeenth St., N.W.

Washington, D.C. 20006

Main Hurdman & Co.

1050 18th Street N.W.

Washington, D.C. 20036

Barton-Aschman

1400 K. Street, N.W.

No. 800

Washington, D.C. 20005

Scientific-Atlanta, Inc.

Phoenix Cable Division

One Technology Parkway

Atlanta, Georgia 30348

Ampat/Southern Corp.

601 Nursery Road

Linthicum, Maryland 21090

National Micro Products

430 South Lake Blvd.

Richmond, Virginia 23236

App. B-10

Bankers Life Company

Attn. Joyce Hoffman, Esq.

711 High Street

Des Moines, Iowa 50307

American Security Bank

730 15th Street, N.W.

Washington, D.C. 20013

Bank of Montreal

New York Agency

2 Wall Street

New York, NY 10015

Barry J. Isreal, Esq.

Stovall, Spradin, et al

1819 H Street, N.W.

Washington, D.C. 20006

Albert I. Edelman, Esq.

Parker, Chapin, et al

1211 Avenue of the Americas

New York, N.Y. 10036

Randall J. Cadenhead, Esq.,

Southern Bell Tel. & Tel Co.

666 N.W. 79th Ave. #630

Miami, FL 33126

A. Rodger Traynor, Jr., Esq.

Fowler, White, et al

501 City National Bank Bldg.

25 West Flagler St.

Miami, Florida 33130

App. B-11

EXHIBIT “A”

THEODORE B. GOULD

1300 North 17th Street

Suite 500

Arlington, VA 22209

(703) 522-3331

December 3, 1982

The Bank of New York

48 Wall Street

New York, NY 10015

Attention: Mr. James A. Hamilton

Vice President

Gentlemen:

This letter is to confirm my interest in the following limited

partnerships (as used hereinafter, general partner

percentages refer to a portion of the general partner share,

whereas limited partner percentages refer to a portion of the

entire partnership):

1. 1333 New Hampshire Associates (“1333 N.H.A.”)

The general partners of 1333 N.H.A.’ are NHA

Corporation (“NHA Corp.”) and myself. NHA Corp. holds

85.715% of the general partnership interest in 1333 N.H.A.

I am the President of NHA Corp. The shareholders of NHA

Corp. and their percentage of ownership are as follows:

Holywell Corporation (66%%)

Shareholders Unrelated to Myself (833%%)

I hold 14.283% of the general partnership interest in 1333

N.H.A. (the beneficial interest in all but one percent of which

having been assigned to Holywell Corporation) and a 4%

limited partnership interest in 1333 N.H.A. In addition, I

am one of eight co-partners in ISIS Investments, a Michigan

co-partnership which holds a 1.3636% limited partnership

App. B-12

aa

interest in 1333 N.H.A. I hold no interest in B.D.M. Company.

Corpus Christi Associates holds 14:% limited partnership

interest in 1333 N.H.A. My interest in Corpus Christi

Associates is one percent (1%), as general partner.

One hundred percent of the general partnership interest

in 1333 N.H.A. is equivalent to a 60% interest in the entire

1333 New Hampshire Associates. Therefore, my total

individual interest in 1333 New Hampshire Associates is

31.698%.

2. 1300 North 17th Street Associates (“1300 N. 17th St.”)

The general partners of 1300 N. 17th St. are Twin

Development Corporation (“TDC”) and myself. TDC holds

91.67% of the general partnership interest. I am President

of TDC. Shareholders of TDC and their percentage ownershin

are as follows:

Holywell Corporation (100%)

I hold 8.33% of the general partnership interest in 1300 N.

17th St. and I hold a 6.336% limited partnership interest in

1300 N. 17th St. Holywell Corp. holds a 13.33% limited

partnership interest in 1300 N. 17th St. I am President of

Holywell Corp. The shareholders of Holywell Corp. and their

percentage ownership are as follows:

Theodore B. Gould (80%)

Clark Enterprises, Inc. (20%)

Atlas Investors holds a 1.333% limited partnership interest

in 1300 N. 17th St. Atlas Investors is 80% owned by Corpus

Christi Associates, in which I own a 1% general partner

interest. I own no interest in Car-Car Investors or in Youn-

Paik Investors or in Seebacher-Seim Investors.

One hundred percent of the general partnership interest

in 1300 N. 17th St. is equivalent to a 60% interest in the

entire 1300 North 17th Street Associates. Therefore, my total

App. B-13

individual interest in 1300 North 17th Street Associates is

69.342%.

3. 1616 Reminc Limited Partnership (“1616 Reminc’”’)

The general partners of 1616 Reminc are Washington

Properties, Inc. (““W.P. Inc.”) and myself. W.P. Inc. holds 50%

of the general partnership interest in 1616 Reminc. I hold

50% of the general partnership interest in 1616 Reminc (the

beneficial interest in all but one percent of which having been

assigned to Holywell Corporation). The officers and directors

of W.P. Inc. are, to the best of my knowledge, Donald Cook,

Andrew Kalman, Thomas Sullivan and Francis Newton, and

the shareholders of W.P. Inc. and their percentage ownership

are not known to me. Neither I, nor any entity in which I

have an interest, are officers, directors or shareholders of W.P.

Inc. 1616 Arlington Associates holds a 98.26% limited

partnership interest in 1616 Reminc. I hold a 60% of the

general partnership interest in 1616 Arlington Associates

(the beneficial interest in all but one percent of which having

been assigned to Holywell Corporation) and a 1% limited

partnership interest in 1616 Arlington Associates. Corpus

Christi Associates holds a 2% limited partnership interest

in 1616 Arlington Associates.

One hundred percent of the general partnership interest

in 1616 Arlington Associates is equivalent to a 50% interest

in the entire 1616 Arlington Associates.

One hundred percent of the general partnership interest

in 1616 Reminc is equivalent to an .80% interest in the entire

1616 Reminc Limited Partnership. Therefore, my total

individual interest in 1616 Reminc Limited Partnership is

24.648%.

4. Eleven DuPont Circle Associates (“Eleven DuPont’’)

The general partners of Eleven DuPont are Henry J.

Browne, D.C. Properties, Inc. and myself. Henry J. Browne

holds 1% of the general partnership interest in Eleven

App. B-14

DuPont. D.C. Properties, Inc. holds 40% of the general

partnership interest in Eleven DuPont. The officers and

directors of D.C. Properties, Inc. are, to the best of my

knowledge, Donald Cook, Andrew Kalman, Thomas Sullivan

and Francis Newton, and the shareholders of D.C. Properties,

Inc. and their percentage ownership are unknown to me.

Neither I, nor any entity in which I own an interest, are

officers, directors or shareholders of D.C. Properties, Inc. I

hold 59% of the general partnership interest (the beneficial

interest in all but one percent of which having been assigned

to Holywell Corporation) and a 3.75% limited partnership

interest in Eleven DuPont. I hold no interest in CMW

Company, Green Turtle Cove Investment Co., or Caldwell-

Lott Farms.

One hundred percent of the general partnership interest

in Eleven DuPont is equivalent to a 50% interest in the entire

Eleven DuPont Circle Associates. Therefore, my total

individual interest in Eleven DuPont Circle Associates is

27.409%.

The purpose of 1333 N.H.A. is to acquire, own, lease, build

upon, sell, etc. real property including real property located

at 1333 New Hampshire Avenue, Washington, DC and to

develop, construct and operate a 12-story office building

thereon.

The purpose of 1300 N. 17th St. is to acquire, own, sell, etc.

real property located at 1300 N. 17th Street, Rosslyn, VA

and develop, construct and operate a 24-story office building

including a 5-level parking garage thereon.

The purpose of 1616 Reminc is to acquire an interest in land

on Fort Myer Drive and Fairfax Drive, Arlington County,

VA and to construct and operate an office building thereon.

App. B-15

The purpose of Eleven DuPont is to develop, construct,

operate and sell an office building, improvements and land

located at 11 DuPont Circle, Washington, DC.

Very truly yours,

/s) THEODORE B. GOULD

Theodore B. Gould

sgc

App. B-16

one a al

EXHIBIT ‘‘B”’

ALLOCATION OF PURCHASE PRICE

Amount

“Washington Property”. (a) Fee Interest in Improvements

and Leasehold Estate; and (b) Fee Interest in Land and

Lessor’s Interest in Ground Lease.................2.05- 23,000,000

“1616 Property”, (a) Fee Interest in Improvements and

Leasehold Estate and (b) Fee Interest in Land and

Lessor’s Interest in Ground Lease..............0s00005 30,000,000

“Twin Property”, Fee Interest in Improvements and

IEE 4 UES 6 bine kkk 64-00 Sed OC resents eas 47,000,000

“Twin Property”, Fee Interest in Land and Lessor’s

RS PRTSTTRT LTTE TEC Lee 6,213,000

Value of Contractors’ Interest in Management and Service

Contracts which Sellers are Required to Prematurely

Scan na beeen tb csn clk bdaccéadts bee utes’ ¢edres ud 3,547,000

I ac ko celg bccn tes eaedeeeeee beet 2,240,000

TOTAL: 112,000,000

App. B-17

EXHIBIT “‘C-1”

ELEVEN DUPONT CIRCLE ASSOCIATE

A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1983 AND 1982

A. ORGANIZATION AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES:

The Partnership is a limited partnership which owns and

operates a nine-story, 145,000 square foot office building in

the District of Columbia.

The financial statements of the Partnership are prepared on

the accrual basis of accounting and include only those assets,

liabilities, and results of operations which relate to the

business of the Partnership. Depreciation is computed using

accelerated methods for building and components and the

straight-line method for tenant improvements and equipment

based on estimated useful lives of 40 years for the building

and components and three to ten years for tenant

improvements and equipment. Mortgage placement costs and

other deferred costs are amortized over the appropriate loan

period and lease term on a straight-line basis.

B. INVESTMENT IN OFFICE BUILDING, AT COST:

December 31,

1983 1982

Building and equipment $5,156,801 $5,156,801

Tenant improvements 1,838,417 1,837,260

6,995,218 6,994,061

Less accumulated depreciation 3,013,355 2,686,049

$3,981,863 $4,308,012

App. B-18

C. RELATED-PARTY TRANSACTIONS:

Service Contracts

Holywell Corporation and its subsidiaries, which are

wholly owned by Theodore B. Gould, a general partner,

provide a variety of services for the Partnership.

Holywell Management Company, a division of Holywell

Corporation, provides management and marketing

services for the Partnership under two separate

agreements that extend through December 31, 1983.

Management and marketing fees for 1983 were $58,063

and $55,566 and in 1982 were $57,124 and $52,920,

respectively.

Orion Industries, Inc., a wholly owned subsidiary of

Holywell Corporation, provides janitorial, engineering,

and security services for the Partnership. The contracts

for janitorial, engineering, and security services are for

five years and expire December 31, 1988. Fees related

to these service agreements are as follows:

1983 1982

Janitorial services $113,832 $98,949

Engineering services 77,172 58,800

Security services 116,804 92,359

Notes Receivable

The Partnership had notes and interest receivable from

Holywell Corporation and two of Holywell’s wholly

owned subsidiaries, HWL Corporation and Charleston

Center Corporation, at December 31, 1982. Also, at that

date, a note was due from 1300 North 17th Street

Associates, a limited partnership, of which Theodore B.

Gould is a general partner. These notes were repaid in

full during 1983.

App. B-19

ACCRUED

PRINCIPAL INTEREST TOTAL

December 31, December 31, December 31,

Name 1982 1982 1982

Holywell

Corporation $ 799,600 $289,816 $1,089,416

HWL

Corporation 30,000 16,056 46,056

Charleston

Center

Corporation 55,000 5,101 60,101

1300 North

17th Street

Associates 148,000 13,408 161,408

$1,032,600 $324,381 $1,356,981

Note Payable

The note payable to related party represents funds loaned

by Dupont Land Associates, a related party. This note

is noninterest bearing and has no specified due date.

Leases

The Partnership leases the land on which the office

building is situated from Dupont Land Associates, a

related party. The lease term of 99 years became effective

February 9, 1978, and provides for net annual rent of

$280,224 through December 31, 1998. Commencing

January 1, 1999, until expiration, annual rental

payments will be $350,280.

The Partnership leases parking garage space to.

Parkwell, Inc., a wholly owned subsidiary of Holywell

Corporation, under a lease agreement which expires May

31, 1984. Terms of the lease provide for base annual

rental payments of $60,000. In addition, percentage rent

equal to 40% of Parkwell’s gross receipts in excess of

$115,000 per lease year shall be paid to the Partnership.

No additional percentage rent was earned during 1983

App. B-20

rit ail all

:

3

4

3

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5

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or 1982. Approximately $18,000 and $13,000 in rental

payments were due to the Partnership at December 31,

1983 and 1982, respectively.

Holywell Corporation leased office space from the

Partnership under a lease which was terminated in

March 1983. Rental income from Holywell in 1983 and

1982 was approximately $20,000 and $140,000,

respectively. Rent receivable under this agreement at

December 31, 1983 and 1982 was $11,000 and $15,000,

respectively.

App. B-21

EXHIBIT ‘‘C-2”

1616 REMINC LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1983 AND 1982

C. RELATED-PARTY TRANSACTIONS:

Service Contracts

Holywell Corporation and its subsidiaries, which are

wholly owned by Theodore B. Gould, a general partner,

provide a variety of services for the Partnership.

Holywell Management Company (HMC), a division of

Holywell Corporation, provides management and

marketing services for the Partnership under an

agreement that extends through December 31, 1988.

Management and marketing fees for 1983 and 1982 were

$182,639 and $182,671, respectively.

Orion Industries, Inc., a wholly owned subsidiary of

Holywell Corporation, provides janitorial, engineering,

and security services for the Partnership. The contracts

for janitorial, engineering, and security services are for

five years and expire December 31, 1988. Fees related

to these service agreements are as follows:

1983 1982

Janitorial services $233,104 $189,768

Engineering services 103,692 85,572

Security services 183,372 146,460

App. B-22

Notes Receivable

The Partnership had notes and interest receivable from

Holywell Corporation and one of Holywell’s wholly owned

subsidiaries, Charleston Center Corporation, at

December 31, 1982. Also, at that date, a note was due

from 1300 North 17th Street Associates, a limited

partnership of which Theodore B. Gould is a general

partner. All notes were paid in full in 1983.

App. B-23

EXHIBIT “‘C-3”’

1300 NORTH 17TH STREET ASSOCIATES

A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1983 AND 1982

A. ORGANIZATION AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES:

The Partnership is a limited partnership which owns and

operates an 18-story, 357,000 square foot office building

in Arlington, Virginia.

The financial statements of the Partnership are prepared

on the accrual basis of accounting and include only those

assets, liabilities, and results of operations which relate

to the business of the Partnership. Depreciation is

computed using accelerated methods for building and

components and the straight-line method for tenant

improvements and equipment based on their estimated

useful lives of 10 to 45 years for the building and

components and 5 to 15 years for tenant improvements

and equipment. Mortgage placement costs and other

deferred costs are amortized over the appropriate loan

period and lease term on a straight-line basis.

B. INVESTMENT IN OFFICE BUILDING, AT COST:

December 31,

1983 1982

Building and equipment $15,495,362 $15,477,836

Tenant. improvements 5,645,210 5,339,630

21,140,572 20,817,466

Less accumulated depreciation ( 3,676,265) ( 2,612,531)

$17,464,307 $18,204,935

App. B-24

C. RELATED-PARTY TRANSACTIONS:

Service Contracts

Holywell Corporation and its subsidiaries which are

wholly owned by Theodore B. Gould, a general partner,

provide a variety of services for the Partnership.

Holywell Management Company, a division of Holywell

Corporation, provides management and marketing

services for the Partnership, under an agreement that

extend through December 31, 1988. Management fees

for 1983 and 1982 were $260,291 and $233,520,

respectively.

Orion Industries, Inc., a wholly owned subsidiary of

Holywell Corporation, provides janitorial, engineering,

and security services for the Partnership. The contracts

for janitorial, engineering, and security services are for

five years and expire December 31, 1988. Fees related

to these service agreements are as follows:

1983 1982

Janitorial services $239,963 $207,788

Engineering services 106,788 84,564

Security services 176,700 137,700

App. B-25

1616 REMINC LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1983 AND 1982

C. RELATED-PARTY TRANSACTIONS: (Continued)

ACCRUED

PRINCIPAL INTEREST TOTAL

December 31, December 31, December 31,

Name 1982 1982 1982

Corporation $ 910,600 $224,691 $1,135,291

Center

Corporation 90,000 3,324 93,324

1300 North

17th Street

Associates 100,000 9,203 109,203

$1,100,600 $237,218 $1,337,818

Notes Payable

The note payable to related party consists of noninterest-

bearing funds loaned by Arlington Associates, a limited

partner, with no specified due date.

Leases

The Partnership leases a computerized Honeywell Delta

1000 building energy management system from HWL

Corporation, a wholly owned subsidiary of Holywell

Corporation, with rental payments of $3,454 per month.

This agreement can be terminated by either party with

one month’s written notice.

The Partnership leases parking garage space to Parkwell,

Inc., a wholly owned subsidiary of Holywell Corporation,

under a lease agreement which expires October 31, 1988.

Terms of the lease provide for base annual rental

payments of $185,690. In addition, percentage rent equal

App. B-26

eee See eee

to 50% of Parkwell’s gross receipts in excess of $350,000

per lease year shall be paid to the Partnership.

Percentage rental income was approximately $39,500 in

1983 and $23,000 in 1982. Approximately $119,000 and

$39,000 in rental parking payments were due to the

Partnership at December 31, 1983 and 1982, respectively.

App. B-27

APPENDIX C

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

Cases Nos. 84-01590-BKC-TCB

84-01591-BKC-TCB

84-01592-BKC-TCB

84-01593-BKC-TCB

84-01594-BKC-TCB

Proceedings in Chapter 11

IN RE

HOLYWELL CORPORATION, et al.

Debdtors.

EMERGENCY MOTION TO TREAT PROCEEDS OF

THE SALE OF CERTAIN REAL AND PERSONAL

PROPERTY AS CASH COLLATERAL, TO SEGREGATE

AND ACCOUNT FOR CASH COLLATERAL

The Bank of New York (“BNY”), a secured creditor moves

this Court, pursuant to Bankruptcy Code §363 and

Bankruptcy Rules 4001 and 9014, for an order to compel the

debtors in these jointly administered Chapter 11 proceedings

to deem the proceeds of the sale of certain real and personal

property (the “Washington Properties”) pursuant to a

Purchase Agreement dated as of July 26, 1984, as amended

on August 28, 1984, between Hadid Investment Group as

and Twin Development Corporation (“TDC”), 1300

North 17th Street Associates (“1300""), 1616 Reminc Limited

Partnership (“1616”), Eleven Dupont Circle Associates

(“Dupont Circle”) and Dupont Land Associates (“Dupont

Land”) as sellers (the “Purchase Agreement”) cash collateral

and to segregate and account for cash collateral on the

following grounds:

1. (a) BNYY, a construction lender, from time to time

since March 27, 1980 has made loans (the “Construction

App. C-1

Loans’’) to Miami Center Limited Partnership (“MCLP”’) and

Chopin Associates (“Chopin”) in connection with the

construction wf the Miami Center Phase 1 project (“Phase

1”). The loan agreements entered into in March 1980

contemplated $112,500,000 in loans to finance land

acquisition and construction of Phase 1. Due primarily to

delays and hard and soft cost overruns the total costs far

exceeded the original estimates. BNY, at the request of

MCLP and Chopin, made additional loans. The unpaid

principal amount of the Construction Loans to Chopin and

MCLP, together with certain overdraft indebtedness,

amounts to $196,711,481.58, plus unpaid and accrued thereon

since December 1, 1983.

The Construction Loans, overdraft indebtedness and

accrued and unpaid interest are guaranteed by guarantees

of payment given to BNY by, among others, Holywell

Corporation (“Holywell”) (the ‘“Guarantees’’); and are

secured, inter alia, by mortgages on Phase I; by an

assignment of and security interest in all right, title and

interest of Theodore B. Gould (“Gould”) (or any entity in

which Gould has or obtains an interest) to distributions as

a general and/or limited partner from 1300, 1616 and Dupont

Circle; by an assignment of all right, title and interest of

Holywell (including, without limitation, any interest obtained

as a result of any assignment or beneficial assignment) to

distributions, sales proceeds and any other sums due or to

become due to Holywell as a general and/or limited partner

from 1300, 1616, Dupont Land and Dupont Circle; by a pledge

of 100% of the issued and outstanding stock of Holywell; by

a pledge of the stock of certain of Holywell’s wholly owned

subsidiaries, including without limitation, 100% of the issued

and outstanding stock of TDC, 100% of the issued and

outstanding stock of Orion Industries, Inc. (“Orion”), 100%

of the issued and outstanding stock of HWL Corporation

(“HWL”) and 100% of the issued and outstanding stock of

Parkwell, Inc. (““Parkwell’’).

App. C-2

TRS Gibbs Gt oi rts

(b) On or about October 14, 1983 BNY made a loan

to Holywell in the principal amount of $1,750,000 (the

‘Holywell Loan’’), which Holywell Loan is evidenced by a

Note, dated October 14, 1983, given by Holywell to BNY (the

“Holywell Note”). The purpose of the Holywell Loan was to

enable Holywell and Gould to seitle a lawsuit brought by

Clark Enterprises, Inc. (“Clark”) a former shareholder of

Holywell and to enable Gould to acquire the Holywell stock

owned by Clark. As a result of the settlement, Gould became

the owner of 100% of the issued and outstanding stock of

Holywell. The unpaid principal amount of the Holywell Loan

is $1,750,000 and interest is accrued and unpaid thereon since

October 14, 1983. The payment of all principal and interest

on the Holywell Loan is guaranteed by Gould pursuant to

a guarantee of payment dated October 14, 1983 (the “Gould

Guarantee’’). The Gould Guarantee is secured, inter alia, by

an assignment of and security interest in all right, title and

interest of Gould (or any entity in which Gould has or obtains

an interest) to distributions as a general and/or limited

partner of 1300, 1616 and Dupont Circle which assigned and

security interest is superior to those described in (a) above.

Holywell, as security for its obligations under the Holywell

Note, assigned to BNY all of its right, title and interest

(including, without limitation, interests obtained as a result

of any assignment or beneficial assignment) to distributions,

sales proceeds and any and all other monies due or to become

due to Holywell as a general and/or limited partner of 1300,

1616, Dupont Circle and Dupont Land.

2. On August 22, 1984 Holywell, Gould, MCLP, Chopin

and Miami Center Corporation (““MCC’’) each filed a petition

for reorganization under Chapter 11, Section 301 of the

Bankruptcy Code (the ‘“‘Code’’). The within Chapter 11 cases

are being jointly administered pursuant to Order of this

Court.

3. On October 22, 1984 this Court granted the motion

of Holywell and Gould as partners and stockholders in TDC,

App. C-3

1300, 1616, Dupont Circle and Dupont Land for an order

authorizing and approving the sale of the Washington

Properties pursuant to the Purchase Agreement. Paragraph

3 of the Order reads as follows:

“Holywell and Gould, be and they hereby are,

directed to segregate the share of net proceeds due

Holywell and Gould from the sale of the real and

personal property approved by this Order and to

invest such proceeds in accordance with Section 345

of the Bankruptcy Code and hold same subject to

further order of this Court.”

By Order dated on or about December 10, 1984 Gould and

Holywell were to cause all funds received by related entities

in connection with the sale of the Washington Properties to

be deposited in a segregated account. Paragraph 4 of that

Order reads as follows:

“Holywell and Gould shall cause all net funds

payable into such segregated account pursuant to

Paragraphs 1, 2 and 3 above to be invested in

accordance with Section 345 of the Bankruptcy

Code subject to any claim of lien by Bank of New

York and subject to further order of this Court. The

interest on such funds may be used with prior

approval of this Court for operation of Miami

Center subject to the prior orders of the court in

regard to use of income. However, the transfer and

use shall not prejudice any security, lien or future

claims by any creditor.”

4. BNY, by reason of the following agreements, has a

validly perfected first security interest in (i) any distributions

to Gould (or any entity in which Gould has or obtains an

interest) as a general and/or limited partner in 1300, 1616

and Dupont Circle, and (ii) all right, title and interest of

Holywell (including, without limitation, interests obtained

as a result of any assignment or beneficial assignment) to

App. C-4

distributions, sales proceeds, and any other monies due or

to become due to Holywell as a general and/or limited partner

in 1300, 1616, Dupont Land and Dupont Circle:

(a) Hypothecation and Security Agreement

dated May 14, 1981, by and between Gould, MCLP,

and BNY, as amended, whereby Gould

hypothecated to MCLP, and MCLP, as security for

the Construction Loans, pledged to the Bank, inter

alia, all right title and interest of Gould (or any

entity in which Gould has or obtains an interest)

to distributions, as a general and/or limited partner

from 1300, 1616 and Dupont Circle. (Gould’s

interests in 1333 New Hampshire Associates was

also hypothecated and pledged but this

partnership’s property has since been sold). A copy

of the Hypothecation and Security Agreement dated

May 14, 1981 and all amendments and

modifications thereto are annexed hereto and

marked as Exhibit “A”. BNY’s interest in the

distributions from 1300, 1616 and Dupont Circle

to Gould and the Gould related entities was

perfected by the filing of UCC-1 Financing

Statements, naming Gould as debtor, in the Circuit

Court Clerk’s Office, Albemarle County, Virginia

on May 26, 1981, file number 10,629, and in the

office of the Secretary of State of the

Commonwealth of Virginia on May 27, 1981, file

number 810513876.

(b) Assignment and Security Agreement, dated

June 23, 1983, by Holywell to BNY, whereby

Holywell, as collateral security for Holywell’s

obligations under the Guarantees, assigned to BNY

and granted BNY a first priority security interest

in, inter alia, all right title and interest of Holywell

(including, without limitation any interest obtained

as a result of any assignment or beneficial

App. C-5

assignment) to distributions, sales proceeds and any

and all monies due and/or to become due to

Holywell as a general or limited partner of 1300,

1616, Dupont Circle, and Dupont Land. A copy of

the Assignment and Security Agreement dated

June 23, 1983 is attached hereto and marked as

Exhibit “B’. BNY’s security interest in the

distributions and sales proceeds from 1300, 1616,

Dupont Circle and Dupont Land was perfected by

the filing of UCC-1 Financing Statements naming

Holywell as debtor, in the Circuit Court Clerk’s

Office, Arlington County, Virginia on October 25,

1983, file numbers 32229, 32230 and 32231 and in

the real property records in Washington, D.C. on

December 1, 1983, file number 39026.

(c) Amendment No. 1 dated October 14, 1983 to

the Assignment and Security Agreement dated

June 23, 1983 by Holywell to BNY whereby BNY

was granted, as security for the repayment of the

Holywell Loan, an assignment of all right, title and

interest of Holywell (including, without limitation,

interests obtained as a result of any assignment or

beneficial assignment) to distributions, sales

proceeds and any and all other monies due and to

become due to Holywell as a general and/or limited

partner in 1300, 1616, Dupont Land and Dupont

Circle. A copy of Amendment No. 1 is attached

hereto and marked as Exhibit “C”. BNY’s security

interest in the distributions and sales proceeds from

1300, 1616, Dupont Land and Dupont Circle was

perfected by the filing of financing statements in

the Clerk’s Office in Arlington County, Virginia on

October 25, 1983, file numbers 32229, 32230 and

32231, and in the real property records in

Washington D.C. on December 1, 1983, file number

39026.

App. C-6

ee ee ee CT ee See aes at

Pesos te ee

ee eS ORE a, Vey ane

(d) Assignment and Security Agreement, dated

October 14, 1983, by Gould to BNY whereby Gould,

to secure the Gould Guarantee, granted BNY an

assignment of any security interest in all collateral

set forth in the Hypothecation and Security

Agreement dated May 14, 1981, as amended,

referred to in (a) above, by and between Gould and

MCLP and BNY. A copy of the Assignment and

Security Agreement dated October 14, 1983 is

attached hereto and marked as Exhibit “D’’.

5. Based on an analysis of the limited partnership

agreements for 1300, 1616, Dupont Circle and Dupont Land

and based on the information set forth in a letter dated

December 3, 1983 from Gould to BNY,* confirming Gould’s

and Holywell’s interests in the partnerships which own the

Washington Properties (a copy of said letter is attached hereto

and marked as Exhibit “E’’) Gould’s and Holywell’s

ownership interests in 1300, 1616, Dupont Circle and Dupont

Land are as follows:

(a) 1300 — 69.342%

(b) 1616 — 45.90%

(c) Dupont Circle — 31.37%

(d) Dupont Land — 31.37%

An explanation of the computation of Gould’s and

Holywell’s ownership interests in the aforementioned limited

partnerships is set forth in the attached Schedule ‘1”’.

*Note that the percentage of Gould’s total direct and indirect general

and limited partnership interests differs from the percentages set forth

in the letter attached hereto and marked as Exhibit “E’’. Based upon

information available to BNY it appears that Gould’s and Holywell’s

ownership interests in 1300, 1616, Dupont Circle and Dupont Land were

accurately set forth in the letter, however the computation of Gould’s and

Holywell’s percentage interests in the partnerships as set forth in the letter

is obviously erroneous.

App. C-7

6. The distributions to Gould and Holywell from the

partnerships set forth above are clearly “‘cash collateral” as

defined by Code §363(a) since BNY has a perfected first

security interest as collateral for the Holywell Loan and a

perfected second security interest for the Construction Loans

in the distributions made or to be made to Gould and Holywell

(or any entity in which Gould has or obtains an interest)

under state law, and such a security interest in post-petition

proceeds is authorized by Code §552(b).

7. The cash collateral forms (i) a part of the security

granted to BNY in connection with the Construction Loans

and the overdraft indebtedness, in the aggregate principal

amount of $196,711,481.58, accrued and unpaid interest

thereon, and (ii) the only security to BNY in connection with

the Holywell Loan together with the accrued and unpaid

interest thereon.

8. In summary, as set forth above and in its

Memorandum of Law, BNY respectfully requests that all

distributions flowing to Gould and Holywell and its related

entities as set forth above be deemed “cash collateral” to be

held in the segregated account referred to in Paragraph 3

above subject to the continuing security interest in favor of

BNY, and that Gould, Holywell and the related entities be

directed to account for said cash collateral.

WHEREFORE, BNY respectively requests that this

Court issue an Order granting the relief requested herein

together with such other and further relief as this Court

deems just and proper.

App. C-8

Oe ee ee

DATED this 13 day of December, 1984.

Emmet, Marvin & Martin

48 Wall Street

New York, New York 10005

(212) 422-2974

S. Harvey Ziegler, Esq.

Meyer Weiss Rose Arkin

Shampanier Ziegler & Barash

405 Lincoln Road

Miami Beach, Florida 33139

and

Steel Hector & Davis

4000 Southeast Financial Center

Miami, Florida 33131

(805) 577-2800

By: /s/ Francis L. Carter

FRANCIS L. CARTER

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing

Emergency Motion to Treat Proceeds Of The Sale Of Certain

Real and Personal Property As Cash Collateral, To Segregate

And Account For Cash Collateral was mailed this 13 day of

December, 1984 to all parties on the attached list.

By: /s/ Francis L. Carter

FRANCIS L. CARTER

App. C-9

SERVICE LIST

HOLYWELL CORP., ET AL

Daniel Lampert, Esq.

Morgan, Lewis & Bockius

3200 Miami Center

100 Chopin Plaza

Miami, Florida 33131

Fred H. Kent, Jr., Esq.

Kent, Watts, Durden, Kent

Nichols & Mickler

850 Edward Ball Building

Post Office Box 4700

Jacksonville, Florida 32201

S. Harvey Ziegler, Esq.

Meyer Weiss Rose Arkin Shampanier

Ziegler & Barash, P.A.

407 Lincoln Road

Miami Beach, Florida 33139

Thomas F. Noone, Esq.

Emmet, Marvin & Martin

48 Wall Street

New York, New York 10005

Irving M. Wolff, Esq.

Holland & Knight

1200 Brickell Avenue

Miami, Florida 33131

William C. Crenshaw, Esq.

Valdes-Fauli, Cz=.» «& Petrey, P.A.

1401 AmeriFirst Building

One Southeast Third Avenue

Miami, Florida 33131

App. C-10

William E. Sadowski, Esq.

Akerman, Senterfitt & Eidson

405 Brickell Concours

1401 Brickell Ave.

Miami, Florida 33131

Barry J. Dichter, Esq.

Cadwalader, Wickersham & Taft

One Wall Street

New York, New York 10005

J. T. Blount

Manager Legal Affairs

Florida Power & Light

Post Office Box 529100

Miami, Florida 33152

John W. Kozyak, Esq.

Kozyak & Tropin, P.A.

607 New World Tower

100 North Biscayne Blvd.

Miami, Florida 33132

Steven E. M. Hartz, Esq.

Dade Savings Bldg.

Eleventh Floor

101 East Flagler St.

Miami, Florida 33131

William Lance Gerlin, Esq.

Stinson, Lyons & Schuette, P.A.

1401 Brickell Avenue

Ninth Floor

Miami, Florida 33131

1300 N. 17th Street Associates

1300 N. 17th Street

Suite 500

Arlington, Virginia 22209

App. C-11

Touche Ross & Company

700 Miami Center

100 Chopin Plaza

Miami, Florida 33131

William & Connolly

339 Seventeenth Street, N.W.

Washington, D.C. 20006

Shutts & Bowen

1500 Miami Center

100 Chopin Plaza

Miami, Florida 33131

Main Hurdman

1050 17th St. N.W.

Washington, D.C. 20036

Barton-Aschman

1400 K. Street, N.W.

Washington, D.C. 20005

Radis Organization

230 Park Avenue

New York, New York 10017

Hestor, Roth & Calloway

2961 A Chain Bridge Road

Oakton, Virginia 22124

Xerox Computer Services

Post Office Box 92755

Chicago, Illinois 60675

Pavillon Hotel

100 Chopin Plaza

Miami, Florida 33131

Morris, James, Hitchens & Williams

Post Office Box 2306

Wilmington, Delaware 19899

App. C-12

Mary Snyder & Associates

927 15th Street, N.W.

Washington, D.C. 20005

Eleven duPont Circle Associates

1300 N. 17th Street

Arlington, Virginia 22209

Accountemps

7316 Wisconsin Avenue

Suite 401

Washington, D.C. 20014

Finley, Kumble & Wagner

425 Park Avenue

New York, New York 10022

James L. Brown

219 S. Barrington, No. 2

Los Angeles, Calif. 90049

Helft World Travel

Post Office Box 99

Vienna, Virginia 22180

Hank Meyer & Associates

2990 Biscayne Blvd.

Miami, Florida 33137

Mershon, Sawyer, Johnsston,

Dunwody & Cole

O. C. Howe, Esquire

4500 Southeast Financial Center

Miami, Florida 33131

Winburn & Ramo

Suite 1008, Concord Bldg.

66 West Flagler St.

Miami, Florida 33130

App. C-13

i,

Albert I. Edelman, Esq.

Parker, Chapin, Hattaw & Klimp]

530 Fifth Avenue

New York, New York 10005

Jerry M. Markowitz, Esq.

Markowitz, Davis & Ringel

Suite 100, Dadeland Towers South

9400 South Dadeland Boulevard

Miami, Florida 33156

Radix Organization

230 Park Avenue

New York, New York 10017

Trust ifouse Forte

1973 Friendship Drive

El Cabon, California 92090

Mr. Paul Perlstein

Dynamic Food Service

19 West 44th Street

New York, New York 10036

Mr. Studley Holywell

625 Madison Avenue

New York, New York 10022

Mr. J. Gallager

CBM Engineers, Inc.

Suite 830

1700 West Loop South

Houston, Texas 77027

Mr. Roy Anderson

Argonaut Insurance

Post Office Box 9887

Suite B-200

9830 North 32nd Street

Phoenix, Arizona 85028

a e

an

App. C-14

Francis L. Carter, Esq.

Steel Hector & Davis

4000 Southeast Financial Center

Miami, Florida 33131-2398

Mr. Rich Rogers

Scientific Atlanta

Post Office Box 105600

One Technology Parkway

Atlanta, Georgia 30348

Laborers of Dade County

Escrow Account

P. O. Box 1104-Kendall Branch

Miami, Florida 33156

Mr. Ludovico De Santillana

Venini International

Fondamenta Vetrai 50

30121 Murano

Venezia, Italia

Richard Touby, Esq.

1209 Biscayne Building

19 West Flagler Street

Miami, Florida 33130

Com Corps., Inc.

711 Fourth Street, N.W.

Washington, D. C. 20001

Mr. Sukeforth

Sasaki Associates

64 Pleasent Street

Watertown, Mass. 02172

Mr. Lisle Lipscomb, Jr.

Kemper Group

1610 Forest Avenue

Richmond, Virginia 23288

App. C-15

Oser, Kaler, Grimes & Shriver

710 Ring Building

1200 18th Street, N. W.

Washington, D. C. 20036

Xerox Computer Services

Post Office Box 92755

Chicago, Llinois 60675

App. C-16

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SCHEDULE 1

COMPUTATION OF GOULD’S AND HOLYWELL’S

INTEREST IN LIMITED PARTNERSHIPS

(a) 1300 — A one hundred percent general partnership

interest in 1300 is equal to a 60% interest in the total

ownership of 1300. TDC owns 91.67% of the general

partnership interests. Gould owns 8.33% of the general

partnership interests. TDC is wholly owned by Holywell.

Gould owns 100% of the issued and outstanding stock of

Holywell. Gould and Holywell therefore own 100% of the

general partnership interests which is equivalent to a 60%

interest in the entire partnership.

A one hundred percent limited partnership interest in

1300 is equal to a 40% interest in the total ownership of 1300.

Gould owns a 6.336% limited partnership interest and

Holywell owns a 13.33% limited partnership interest. Gould

and Holywell therefore own approximately 19.66% of the

limited partnership interest in 1300 which is equivalent to

a 9.342% interest in the entire partnership.

Therefore, taken as a whole Gould’s and Holywell’s

direct and indirect general and limited partnership interests

entitle them to approximately 69.342% of the partnership

distributions resulting from the sale of the partnership asset.

(b) 1616 — A one hundred percent general partnership

interest in 1616 is equal to an 80% interest in the total

ownership of 1616. Gould owns 50% of the general

partnership interests. Gould’s general partnership interest

is therefore equivalent to a 40% interest in the entire

partnership.

A one hundred percent limited partnership interest in

1616 is equal to a 20% interest in 1616. 1616 Arlington

Associates owns a 98.26% limited partnership interest in

1616. Gould owns a 30% interest in 1616 Arlington

Associates. Gould’s direct and indirect limited partnership

App. C-17

interests are therefore equivalent to a 5.90% interest in the

entire partnership.

Therefore, Gould’s and/or Holywell’s direct and indirect

general and limited partnership interests entitle them to

approximately 45.90% of the partnership distributions

resulting from the sale of partnership assets.

(c) Dupont Circle — A one hundred percent general

partnership interest in Dupont Circle is equal to a 50%

interest in Dupont Circle. Gould owns 59% of the general

partnership interests. Gould’s general partnership interest

is therefore equivalent to a 29.5% interest in the entire

partnership.

A one hundred percent limited partnership interest in

Dupont Circle is equal to 50% of the total ownership of

Dupont Circle. Gould owns approximately 3.75% of the

limited partnership interests. Gould’s limited partnership

interests are therefore equivalent to a 1.87% interest in the

entire partnership.

Therefore, Gould’s and/or Holywell’s direct and indirect

general and limited partnership interest entitle them to

approximately 31.37% of the partnership distributions

resulting from the sale of the partnership asset.

(d) Dupont Land — A one hundred percent general

partnership interest in Dupont Land is equal to 50% interest

of the total ownership of Dupont Land. Gould owns 59% of

the general partnership interests. Gould’s general

partnership interest is therefore equivalent to a 29.5%

interest in the entire partnership.

A one hundred percent limited partnership interest in

Dupont Land is equal to 50% of the total ownership of Dupont

Land. Gould owns approximately 3.75% of the limited

partnership interests. Gould’s limited partnership interests

are therefore equivalent to a 1.87% interest in the entire

partnership.

App. C-18

ee oe Ee ee. ei ne

Sa. A © mes Be ee **

Therefore, Gould’s and Holywell’s general and limited

partnership interests entitle them to approximately 31.37%

of the partnership distributions resulting from the sale of the

partnership asset.

App. C-19

EXHIBIT “‘A”’

HYPOTHECATION AND SECURITY AGREEMENT

Agreement made this 14th day of May, 1981 among

Theodore B. Gould (“Gould’’), Miami Center Limited

Partnership (“Borrower”) and The Bank of New York

(““Lender’’).

WITNESSETH:

WHEREAS, pursuant to a Building Loan Agreement

dated as of the 27th day of March, 1980 as supplemented (the

“Agreement” by and between Charter Mortgage Company

and the Borrower, which Agreement was assigned to the

Lender, the Lender is advancing funds to the Borrower for

the purpose of funding a portion of the cost of the construction

of the Improvements; and

WHEREAS, Gould is the owner of the interests in

personal property more particularly described in Schedule

A attached hereto, which personal property and all products

and proceeds thereof, accessions and additions thereto and

substitution therefor are herein collectively called the

“Collateral”; and

WHEREAS, Gould wishes to hypothecate the Collateral

to the Borrower for the purpose of permitting the Borrower

to create in favor of the Lender a continuing security interest

therein as security for all obligations of the Borrower under

the Agreement and the Loan Documents (hereafter called the

“Obligations’’).

NOW, THEREFORE, in consideration of the premises,

the mutual covenants, terms and conditions herein contained

and other good and valuable consideration the receipt and

sufficiency of which the parties hereto acknowledge, the

parties hereto, intending to be legally bound, do hereby

covenant and agree as follows:

App. C-20

1. Definitions: Terms not otherwise defined herein shall

have the same meanings as set forth in the Agreement.

2. Hypothecation: Gould hereby represents, covenants

and agrees:

(a) That the Borrower is authorized to assign, pledge,

grant a continuing security interest in, and a lien on, the

Collateral to the Lender to secure the Obligations.

(b) That when so pledged, assigned and/or liened, the

Collateral shall secure the Obligations and a continuing first

security interest in the Collateral shall exist, and will

continue to exist, in the Lender’s favor as security for the

Obligations, subject only to the encumbrances specified in

Schedule A.

(c) Take all agreements which the Borrower has made

or may make with the Lender regarding the Collateral shall

be applicable to the Collateral to the same extent as if such

Collateral were owned by Borrower, and Gould hereby

expressly ratifies, consents to and adopts any and all

agreements which Borrower has made or may hereafter make

with the Lender with respect to the Collateral.

(d) That any additions to, accumulations of,

substitutions for, accessions to and proceeds of the Collateral

in any form whatsoever which shall come into possession of

Gould or the Borrower shall be held in trust for the Lender

and upon receipt thereof shall be delivered to the Lender in

the form received.

(e) That without notice to or consent of Gould, Lender

may (i) release any endwwser, guarantor or any collateral

given to secure any of the Obligations and (ii) at any time,

and from time to time, extend the time of payment or renew

in whole or in part any of the Obligations for such time or

times as the Lender may determine, and all of the provisions

and authorizations contained herein shall apply to al! such

renewals and extensions.

App. C-21

(f) That Gould waives any rights which Gould may

have under Section 9-112 of the Uniform Commercial Code

and waives notice of the acceptance of or reliance upon any

of the provisions of this Hypothecation and Security

Agreement by the Lender.

3. Assignment: To secure payment and performance of

the Obligations, Borrower hereby assigns, pledges, and grants

a continuing first priority security interest in, and a lien on,

all of Borrower’s right, title and interest in and to the

Collateral in favor of Lender as security for all of the

Obligations, subject only to the encumbrances specified in

Schedule A.

4. Special Accounts: Gouls agrees to deposit

immediately upon receipt in a special deposit account

maintained with Lender all funds payable to Gould pursuant

to a certain Agreement of Joint Venture, dated as of March

2, 1981 (the “Joint Venture Agreement”), between Gould and

Olympia & York Florida Equity Corp., which joint venture

is known as Miami Center Joint Venture (the “Joint

Venture”), with the exception of those funds in excess of

$2,900,000 specified in Sections 2.3(b) and 2.3(d) of the Joint

Venture Agreement payable to Gould as reimbursement for

expenses incurred by Gould. In addition, Gould agrees that

any and all cash proceeds of the Collateral shall be deposited

by Gould in the form received in the special account. Until

an Event of Default shall occur hereunder, Gould may direct

the Lender to invest and reinvest such funds and cash

proceeds in short-term investments satisfactory to Lender.

All such investments shall be held by the Lender in a special

safe-keeping account. Any such investments and all interest,

dividends, accumulations and other earnings on the funds

or the investments in the special safe-keeping account shall

be redeposited and reinvested and shall become part of the

Collateral. The Lender shall have no obligation or duty to

inquire into the wisdom or prudence of any such investments

and no liability for the validity, genuineness, or collectibility

App. C-22

Sa a te

of such investments or for any depreciation in value or loss

arising from such investments.

5. Covenants, Representations and Warranties: Gould

and Borrower covenant, represent and warrant, and, so long

as the Obligations hereby secured remain outstanding, shall

be deemed continuously to covenant, represent and warrant,

that:

(a) Gould and Borrower each has the power and

authority to enter into this Hypothecation and Security

Agreement, and when executed by Gould and Borrower this

Hypothecation and Security Agreement shall constitute a

valid and binding obligation of Gould and Borrower

enforceable against each in accordance with its terms.

(b) With respect to the Collateral, the Lender shall be

under no duty to send notices, perform services, exercise any

rights of collection, enforcement, conversion or exchange,

vote, pay for insurance, taxes or other charges or take any

action of any kind in connection with the management

thereof and its only duty with respect thereto shall be to use

reasonable care in its custody and preservation of the

Collateral while the Collateral is in its actual possession,

which shall not include any steps necessary to preserve rights

against prior or third parties.

(c) Neither Gould nor Borrower has heretofore

hypothecated, assigned, pledged or granted a security interest

in, or otherwise encumbered, the Collateral or any rights or

interest therein or thereto, except as provided in Schedule A.

(d) No applicable law or governmental regulation and

nothing in any agreement to which the Borrower or Gould

is a party purports to forbid, restrict, or subject to conditions

precedent the hypothecation and creation of a security

interest in and lien on the Collateral as herein contained.

(e) Borrower and Gould hereby authorize the Lender

at the Borrower’s and Gould’s expense to file one or more

App. C-23

financing statements to give notice of the hypothecation and

perfect the security interests herein specified, and Gould and

Borrower hereby jointly and severally agree to pay all costs

of file or title searches made by the Lender with respect to

Gould, the borrower or the Collateral.

(f) Borrower and Gould will not further hypothecate,

pledge, assign, or otherwise create or suffer to exist a security

interest in, or lien on, the Collateral in favor of anyone other

than the Lender.

(g) Borrower and Gould will do, file, record, make,

execute and deliver all such acts, deeds, things, notices,

instruments and financing statements as may be necessary

or desirable to vest in and assure to the Lender its security

interest in the Coilateral and the enforcement of and giving

effect to its rights, remedies and powers hereunder. Gould

hereby further agrees that on or before May 15, 1981, he will

deliver, or cause to be delivered, to Lender true and complete

copies of the Joint Venture Agreement, and, on or before June

15, 1981, he will deliver or cause to be delivered, to Lender

true and complete copies of all partnership agreements,

together with all amendments thereto, of the partnerships

owning the properties described in Schedule A, together with

all necessary consents and directions required hereby or

thereby to effectuate the hypothecation provided for herein.

Gould shall furnish such current audited financial

information with respect to the Collateral as shall be

requested by Lender from time to time. In addition, Gould

shall deliver to Lender on or before June 15, 1981 a mortgage,

in form and substance satisfactory to the Lender, on property

owned by Charleston Center Corp. located in Charleston,

South Carolina (subject only to a mortgage held by American

Security Bank, N.A. in the principal amount of $1,800,000)

together with such title insurance and other information as

Lender may require.

(h) Without the prior written approval of Lender,

which approval shall be within the sole and absolute

App. C-24

discretion of the Lender, Gould shall not amend, modify or

terminate (not permit the amendment, © dification or

termination of) the Joint Venture, the Joint Venture

Agreement or any of the partnerships set forth in Schedule

A, nor shall Gould sell, assign or otherwise transfer or

encumber his interest in the Joint Venture, the Joint Venture

Agreement or any of the partnerships set forth in Schedule A.

(i) Neither Gould nor Borrower shall transfer or

withdraw or attempt to transfer or withdraw any amounts

from the special deposit account and special safe-keeping

account referred to in Section 4 hereof without the prior

written consent of the Lender, which consent shall be within

the sole and absolute discretion of the Lender.

(j) The security interest created herein constitutes and

shali constitute a first priority security interest in and lien

on the Collateral, subject only to the encumbrances specified

in Schedule A.

(k) Gould has delivered to the Joint Venture

irrevocable instructions directing that payments due and to

become due to Gould pursuant to Section 2.3(e) of the Joint

Venture Agreement be sent directly to the Lender, and Gould

is delivering to Lender on the date hereof a true copy of such

instructions.

6. Events of Default: The following shall constitute

“Events of Default” hereunder:

(a) The occurrence of an Event of Default under the

Agreement or under any of the Loan Documents; or

(b) If Gould or the Borrower shall fail to perform or

observe any covenant or agreement on its pait to be

performed or observed under this Hypothecation and Security

Agreement; or

(c) If any representation or warranty of Gould or the

Borrower contained herein shall prove at any time to be false

or misleading; or

App. C-25

(d) Ifthe Lender shall not receive directly from or on

behalf of the Joint Venture the payments required to be made

to Gould under Section 2.3(e) of the Joint Venture Agreement

within three (3) days of the date such payments are due and

payable under the Joint Venture Agreement.

7. Remedies on Default: Upon the occurrence of an

Event of Default hereunder, Lender shall have, in addition

to all of the rights and remedies provided for in the

Agreement and all of the rights and remedies allowed by law,

the rights and remedies of a secured party under the Uniform

Commercial Code as in effect at that time and, without

limiting the generality of the foregoing, Lender may

immediately, without demand of performance and without

notice of intention to sell or of the time or place of sale or

of redemption or other notice or demand whatsoever to Gould

or Borrower, all of which are hereby expressly waived, and

without advertisement, sell at any time or from time to time,

at public or private sale, grant options to purchase or

otherwise realize upon, in the State of New York, or

elsewhere, the whole or any part of the Collateral. At any

such sale or other disposition, the Lender, its assigns, officers

or nominees, may purchase the whole or any part of the

Collateral, free from any right or redemption on the part of

Gould or the Borrower, which right is hereby waived and

released.

No failure on the part of the Lender to exercise, and no

delay in exercising, any right, remedy or power hereunder

shall operate as a waiver thereof, nor shall any single or

partial exercise by the Lender of any right, remedy or power

hereunder preclude any other or future exercise of any other

right, remedy or power.

Each and every right, remedy or power hereby granted

to the Lender or allowed it by law or other agreement shall

be cumulative and not exclusive, and may be exercised by

the Lender from time to time.

App. C-26

8. Sale of Pledged Shares: Borrower and Gould

recognize that the Lender may be unable or may not desire

to effect a public sale of all or part of any securities set forth

in Schedule A by reason of certain prohibitions and

restrictions contained in the Securities Act of 1933, as

amended, and may be compelled or deem it desirable to resort

to one or more private sales to a restricted group of purchasers

who will be obliged to agree, among other things, to acquire

such pledged securities for their own account, for investment,

and not with a view to the distribution or resale thereof.

Borrower and Gould agree, to the extent applicable, that

private sales so made may be at prices and other terms less

favorable to the seller than if the pledged securities were sold

at public sales and that the Lender has no obligation to delay

sale of any such pledged securities for the period of time

necessary to permit the issuer of said pledged securities, even

if such issuer would agree, to register such pledged securities

for public sale under the Securities Act of 1933, as amended.

Gould and Borrower agree that private sales made under the

foregoing circumstances shali be deemed to have been made

in a commercially reasonable manner.

9. Governing Law: This Hypothecation and Security

Agreement shall be construed, interpreted and enforced

according to the laws of the State of New York.

IN WITNESS WHEREOF, this Hypothecation and

Security Agreement has been duly executed by the

undersigned on the day first above-written.

/s) THEODORE B. GOULD

Theodore B. Gould

App. C-27

MIAMI CENTER LIMITED PARTNERSHIP

By:

By:

Miami Center Corporation,

General Partner

By: /s/ THEODORE B. GOULD

/s) THEODORE B. GOULD

Theodore B. Gould,

General Partner

App. C-28

SCHEDULE A

TO

HYPOTHECATION AND SECURITY AGREEMENT

1. All right, title and interest of Gould in and to the

Theodore B. Gould Special Deposit Account #40-7720 and the

Theodore B. Gould Special Safekeeping Account #916838

maintained at The Bank of New York including all funds

at any time deposited in said accounts and any investments

and reinvestments of the funds depesited from time to time

in said accounts and all interest, dividends, accumulations

and other earnings on said funds or said investments.

2. All right, title and interest of Gould (including any

entity in which Gould has or obtains an interest) to

distributions, as a general and/or limited partner, from 1300

North 17th Street Associates, including distributions which

may be available as the result of:

(a) the funding by Metropolitan Life Insurance

Company (Weaver Bros., Inc.) of its “Maximum Top Loan”,

as defined in its commitment dated April 10, 1978, as

amended, and

(b) the retirement of certain indebtedness due to

American Security Bank, N.A. secured by a Certificate of

Deposit in the amount of $5,000,900 issued by American

Security Bank, N.A.,

subject in each case to the prior rights of American Security

Bank, N.A.

3. 80,000 shares of stock of Holywell Corporation in the

name of Theodore B. Gould representing 80% of the issued

and outstanding shares of stock of Holywell Corporation

which shares are presently pledged to Manufacturers

National Bank of Detroit and/or Mr. Andrew Kalman as

security for a letter of credit in the amount of $4,000,000.

4. All right, title and interest of Gould (or any entity

in which Gould has or obtains an interest) to distributions,

as a general and/or limited partner, from 1333 New

Hampshire Associates, which partnership owns certain real

property located at 1333 New Hampshire Avenue,

Washington, D.C., subject to any claim of The George Hyman

Construction Company, Manufacturers National Bank of

Detroit or Mr. Andrew Kaiman.

5. All right, title and interest of Gould (or any entity

in which Gould has or obtains an interest) to distributions,

as a general and/or limited partner, from Eleven Dupont

Circle Associates, which partnership owns certain real

property located at 11 Dupont Circle, Washington, D.C.,

subject to any claim of The George Hyman Construction

Company, Manufacturers National Bank of Detroit or Mr.

Andrew Kalman.

6. All right, title and interest of Gould (or any entity

in which Gould has or obtains an interest) to distributions,

as a general and/or limited partner, from 1616 Reminc

Limited Partnership, which partnership owns certain real

property located at 1616 North Fort Myer Drive, Arlington,

Virginia, subject to any claim of The George Hyman

Construction Company, Manufacturers National Bank of

Detroit or Mr. Andrew Kalman.

App. C-30

MIAMI CENTER LIMITED PARTNERSHIP

300 MIAMI CENTER

100 CHOPIN PLAZA

MIAMI, FLORIDA 33131

(305) 374-6102

November 17, 1982

The Bank of New York

48 Wall Street

New York, New York 10015

Attention: Mr. James A. Hamilton,

Vice President

RE: Miami Center,

Miami, Florida

Dear Mr. Hamilton:

Reference is made to that certain Hypothecation and

Security Agreement dated May 14, 1981 among Theodore B.

Gouid (“Gould”), Miami Center Limited Partnership

(“Borrower”) and The Bank of New York (“‘Lender”’) a copy

of which is attached hereto as Exhibit A (the “Security

Agreement”’).

By the terms of the Security Agreement Gould

hypothecated certain personal property, as described in

Schedule A to the Security Agreement (the “‘Collateral’’), to

the Borrower and the Borrower assigned, pledged and

granted a continuing first priority security interest in, and

a lien on, all of Borrower’s right, title and interest in and

to the Collateral in favor of Lender as security for Borrower’s

Obligations, subject only to certain encumbrances as specified

in said Schedule A.

We wish to confirm that: (1) the term Obligations, as

used in the Security Agreement, encompasses Borrower’s and

Chopin Associates’ (“Chopin’’) obligations under (i) the

App. C-31

$24,000,000 Note dated May 26, 1982 made by Borrower and

Chopin to Lender and the $24,000,000 Building Loan

Mortgage, Assignment of Leases and Rents and Security

Agreement, recorded in the Clerk’s Office in Dade County,

Florida, May 28, 1982 under Clerk’s File No. 82R-120879 in

O. R. Book 11454, Page 1129, securing said $24,000,000 Note;

and (ii) the $11,000,000 Note and Confirmatory Note dated

as of August 27, 1982 made by Borrower and Chopin to

Lender and the $11,000,000 Building Loan Mortgage,

Assignment of Leases and Rents and Security Agreement

recorded in the Clerk’s Office in Dade County, Florida,

September 27, 1982 under Clerk’s File No. 82R-219551 in

O. R. Bood 11568, Page 1370, securing said $11,000,000 Note

and Confirmatory Note; and (2) that the term Obligations

shall encompass any and all obligations of Borrower and/or

Chopin pursuant to any Note(s) and Mortgage(s) which may

hereafter be given by Borrower and/or Chopin to Lender.

Further, we wish to confirm that a default by Borrower

or Chopin, under and as defined in the Notes and Mortgages

set forth in the preceeding paragraph or under and as defined

in any Note(s) and Mortgage(s) given by Borrower and/or

Chopin to Lender in the future, shall constitute an Event of

Default under the Security Agreement entitling Lender to

exercise the rights and remedies set forth in the Security

Agreement.

Except as modified or changed herein, all other provisions

of the Security Agreement shall remain in full force and

effect.

App. C-32

All terms used herein which are defined in the Security

Agreement shali have the same meanings herein, unless the

context hereof otherwise requires.

Sincerely,

THEODORE B. GOULD

/s) THEODORE B. GOULD

Theodore B. Gould, Individually

MIAMI CENTER LIMITED PARTNERSHIP

By: Miami Center Corporation,

General Partner

By: /s/ THEODORE B. GOULD

Theodore B. Gould, President

By: /s/ THEODORE B. GOULD

Theodore B. Gould,

Generai Partner

CHOPIN ASSOCIATES

By: Miami Center Corporation,

General Partner

By: /s/ THEODORE B. GOULD

Theodore B. Gould, President

By: /s/ THEODORE B. GOULD

Theodore B. Gould,

General Partner

App. C-33

FIRST AMENDMENT

TO

HYPOTHECATION AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO HYPOTHECATION

AND SECURITY AGREEMENT (“First Amendment”) dated

as of the 20th day of January, 1983 to the Hypothecation and

Security Agreement dated May 14, 1981 among Theodore B.

Gould (“Gould”), Miami Center Limited Partnership

(“Borrower’) and The Bank of New York (“Lender”) (the

“Agreement”’).

WITNESSETH:

WHEREAS, Lender is about to make a loan to Borrower

and Chopin Associates (“Chopin”) in an amount not

exceeding $8,000,000 or such lesser sum as Lender in its sole

discretion may choose to lend (the “Loan”); and

WHEREAS, the Loan will be evidenced by a note dated

January 20, 1983 in the aggregate principal amount of

$8,000,000 made by Borrower and Chopin to Lender, which

note will be secured by a Building Loan Mortgage,

Assignment of Leases and Rents and Security Agreement

dated January 20, 1983 by Borrower and Chopin to Lender;

and

WHEREAS, Lender has indicated that it will not make

the Loan unless Gould and Borrower execute and deliver this

First Amendment to Lender; and

WHEREAS, in order to induce Lender to make the Loan

Borrower and Gould have agreed to execute and deliver this

First Amendment to Lender;

NOW, THEREFORE, in consideration of the premises

and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, Borrower

and Gould hereby agree as follows:

App. C-34

1. The third line of Section 4 of the Agreement shall

be amended in its entirety to read as follows:

“tained with Lender all funds, including, without

limitation, all distributions, judgments and awards payable

to Gould pursuant to, or arising out of, a”

2. There shall be added to Schedule A of the

Agreement, immediately following paragraph 6, the following

paragraphs:

“7. All right title and interest of Gould (or any entity

in which Gould has or obtains an interest) to funds or

distributions resulting from any rental, lease, assignment,

sale, transfer or refinancing of all or any part of the

Condominium Parcel and/or Blocks 2, 3 and 4 of DuPont

Plaza, all as more particularly described in Exhibit A

attached hereto, including all improvements thereon.”

“8. All right, title and interest of Gould (or any entity

in which Gould has or obtains an interest) in and to all

furniture, fixtures, equipment and other personal property

owned or to be owned by Gould (or any entity in which Gould

has or obtains an interest) and used or intended to be used

in connection with the Premises (“FF&E’’), including,

without limitation, the FF&E to be leased by Gould and

Holywell Telecommunications Company (““HTC’’) to

Borrower including all rental payments due under any such

lease.

3. There shall be added to the Agreement Exhibit A

attached hereto.

4. For purposes hereof, HTC hereby hypothecates to

Gould all of its right, title and interest in and to all FF&E

owned or to be owned by it for the purpose of enabling Gould

to hypothecate same to Borrower under the Agreement as

amended by this First Amendment.

5. Gould hereby ratifies and confirms his

hypothecation to the Borrower of all of his right, title and

App. C-35

interest in and to the Collateral and the Borrower hereby

ratifies and confirms its assignment and grant of security

interest to the Lender in and to the Collateral.

/s) THEODORE B. GOULD

Theodore B. Gould

MIAMI CENTER LIMITED PARTNERSHIP

By: Miami Center Corporation,

General Partner

By: /s/ THEODORE B. GOULD

Theodore B. Gould,

President

By: /s/ THEODORE B. GOULD

Theodore B. Gould,

General Partner

HOLYWELL TELECOMMUNICATIONS

COMPANY

By: /s/ THEODORE B. GOULD

App. C-36

EXHIBIT A

All of Tract D, Block 1, DUPONT PLAZA, according to

the Plan thereof, as recorded in Plat Book 50, at Page

11 of the Public Records of Dade County, Florida, LESS

the following described property:

Being that portion of Tract D, Block 1, DUPONT PLAZA,

according to Plat thereof, as recorded in Plat Book 50, at Page

11 of the Public Records of Dade County, Florida, being more

particularly described as follows:

Being at the Northeast corner of said Tract D and run West

along the North line of Tract D for 645.94 feet to a Point of

Curvature; thence Southwesterly along a circular curve to

the left having a radius of 25.00 feet and a central angle of

61 degrees 26 minutes 00 seconds for an arc distance of 26.81

feet to a Point of Compound Curvature; thence Southerly

along a circular curve to the left having a radius of 300.00

feet and a central angle of 28 degrees 34 minutes 00 seconds

for an arc distance of 149.57 feet to a Point of Tangency;

thence South for 293.50 feet (said last mentioned four courses

being coincident with the boundary lines of said Tract D);

thence East for 179.41 feet; thence North for 150.00 feet;

thence East for 525.36 feet; thence North for 0 degrees 04

minutes 07 seconds West along the East line of said Tract

D for 300.00 feet to the Point of Beginning, lying and being

in the City of Miami, Dade County, Florida.

Lots 1 through 8, both inclusive, in Block 2 (being the

whole of said Block 2), of DUPONT PLAZA, according

to the Plat thereof, as recorded in Plat Book 50, at Page

11, of the Public Records of Dade County, Florida.

Blocks 3 & 4 of DUPONT PLAZA according to the plat

thereof, recorded in Plat Book 50, Page 11, of the Public

Records of Dade County, Florida.

App. C-37

SECOND AMENDMENT

TO

HYPOTHECATION AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO HYPOTHECATION

AND SECURITY AGREEMENT (“Second Amendment”)

dated as of the 23rd day of June, 1983 to the Hypothecation

and Security Agreement dated May 14, 1981, as modified by

a certain letter dated November 17, 1982 from Theodore B.

Gould, Miami Center Limited Partnership and Chopin

Associates to The Bank of New York and as amended by the

First Amendment to the Hypothecation and Security

Agreement dated January 20, 1983 among Theodore B. Gould

(“Gould”), Miami Center Limited Partnership (“Borrower’’)

and The Bank of New York (““Lender’’) as amended by First

Amendment to Hypothecation and Security Agreement dated

January 20, 1983 (the “as so modified and amended

Agreement”’).

WITNESSETH:

WHEREAS, Lender is about to make a loan to Borrower

and Chopin Associates (“Chopin”) in an amount not

exceeding $5,300,000 or such lesser sum as Lender in its sole

discretion may choose to lend (the “Loan”’); and

WHEREAS, the Loan will be evidenced by a note dated

June 23, 1983 in the aggregate principal amount of

$5,300,000 made by Borrower and Chopin to Lender, which

note will be secured by, among other things, a Building Loan

Mortgage, Assignment of Leases and Rents and Security

Agreement dated June 23, 1983 by Borrower and Chopin to

Lender; and

WHEREAS, Lender has indicated that it will not make

the Loan unless Gould and Borrower execute and deliver this

Second Amendment to Lender; and

App. C-38

WHEREAS, in order to induce Lender tc make the Loan

Borrower and Gould have agreed to execute and deliver this

Second Amendment to Lender;

NOW, THEREFORE, in consideration of the premises

and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, Borrower

and Gould hereby agree as follows:

1. There shall be added to Schedule A of the

Agreement, immediately following paragraph 8, the following

paragraph:

“9. All right title and interest of Gould (or any

entity in which Gould has or obtains an interest) to any and

all property, real or otherwise, resulting from or arising out

of any judgment or award made in the arbitration between

Gould and Olympia & York entitled, “In the Matter of the

Arbitration between Theodore B. Gould, Claimants, and

Olympia & York Florida Equity Corporation and O & Y

Equity Corporation, Respondents, American Arbitration

Association Tribunal No. 13-115-0547-82.”

2. There shall be added to Section 5 of the Agreement,

immediately following subparagraph (k), the following

subparagraph:

(1) Neither Gould (nor any entity in which Gould has

or obtains an interest) shall transfer, sell or in any manner

dispose of, any property, real or otherwise, referred to in

paragraph 8 of Schedule A.

3. Gould hereby ratifies and confirms his

hypothecation to the Borrower of all of his right, title and

interest in and to the Collateral and the Borrower hereby

ratifies and confirms its assignment and grant of security

interest to the Lender in and to the Collateral.

/s) THEODORE B. GOULD

Theodore B. Gould

MIAMI CENTER LIMITED PARTNERSHIP

By: Miami Center Corporation,

General Partner

By: /s/ THEODORE B. GOULD

Theodore B. Gould,

President

By: /s/ THEODORE B. GOULD

Theodore B. Gould,

General Partner

App. C-40

EXHIBIT “‘B”’

ASSIGNMENT AND SECURITY AGREEMENT

THIS ASSIGNMENT, made this 23rd day of June, 1983

by HOLYWELL CORPORATION, a Delaware corporation

having its principal offices at 1300 North 17th Street,

Arlington, Virginia 22209 (the “Company”’) to THE BANK

OF NEW YORK, a New York banking corporation having

its principal offices at 48 Wall Street, New York, New York

10015 (the “Bank”’) (the “Agreement”’).

WHEREAS, pursuant to a certain Building Loan

Agreement, dated as of March 27, 1980, as amended, by and

between Miami Center Limited Partnership (““MCLP”’) and

Charter Mortgage Company (“Charter”’) (the “BLA”), which

BLA was assigned by Charter to the Bank, and pursuant to

a certain Land Loan Agreement, dated as of March 27, 1980,

as amended, by and between Chopin Associates (““Chopin’’)

and Charter (the “LLA”’), which LLA was assigned by

Charter to the Bank, the Bank has made mortgage loans in

the aggregate principal sum of $173,500,000.00 to Chopin

and MCLP for the purpose of funding the cost of acquisition

of certain land located in Miami, Florida and the cost of

construction of the improvements built or to be built (the

“Improvements’’) on the Land and other costs in connection

therewith (the “Construction Loan”); and

WHEREAS, Miami Center Corporation, a Florida

corporation (“Miami Center Corp.”), is a general partner of

both MCLP and Chopin; and

WHEREAS, the Company is the owner of 100% of the

issued and outstanding shares of capital stock of Miami

Center Corp.; and

WHEREAS, pursuant to certain guarantees of payment

made by the Company, Miami Center Corp. and Theodore

B. Gould (“Gould”) to the Bank (the “Guarantees’’), the

App. C-41

Company has guaranteed the prompt payment when due of

all principal and interest due on the Construction Loan; and

WHEREAS, MCLP is unable to complete construction of

the Improvements as described iri the BLA for the amount

of the Construction Loan; and

WHEREAS, MCLP and Chopin have requested the Bank

to make an additional loan to MCLP and Chopin in an

amount not to exceed $8,300,000 (the “Loan”’) which Loan

shall be secured by, among other things, a mortgage or

mortgages given by Chopin and MCLP on certain land and

other property described therein, a Guarantee of Payment

executed and delivered to the Bank by the Company, Gould

and Miami Center Corp., and which Loan shall be evidenced

by a Note or Notes given by MCLP and Chopin to the Bank

(the “Note”); and

WHEREAS, the Bank has indicated that it will not make

the Loan without this Agreement; and

WHEREAS, as security for the payment and performance

of all of the obligations of the Company now or hereafter

arising under the Guarantees of Payment of the Construction

Loan and the Loan, executed and delivered by the Company

to the Bank (the “Obligations”) the Company wishes to assign

to the Bank a continuing first priority security interest in ‘*

the Collateral, as hereinafter defined.

NOW, THEREFORE, in consideration of the premises,

the mutual covenants, terms and conditions herein contained

and for other good and valuable consideration, the receipt

ead sufficiency of which are hereby acknowledged, the

“empany hereby covenants ar- agrees as follows:

1. Definitions: Unless the context hereof otherwise

requires, the following terms shall have the following

meanings, such definitions to be applicable equally to the

singular and plural forms:

App. C-42

ee

EE Ah I \-

“Lien” shall mean any lien, mortgage, pledge,

assignment, security interest, charge or other encumbrance

of any kind, or the interest of a vendor or lessor under any

conditional sale agreement, capital lease or other title

retention agreement.

| “Partnership Agreements’ shall mean (a) the

Agreement of Limited Partnership of 1300 North 17th Street

Associates, as amended to date, (b) the Eleventh Dupont

Circle Associates Agreement of Limited Partnership, as

amended to date, (c) the 1616 Reminc Limited Partnership

Limited Partnership Agreement, as amended to date, (d) the

Agreement of Limited Partnership of 1333 New Hampshire

Associates, as amended to date, (e) the Dupont Land

Associates Agreement of Limited Partnership, as amended

to date.

“Person” shall mean any individual, corporation,

partnership, trust, governmental body, joint venture or other

entity, whether acting in a fiduciary capacity or otherwise.

“Property” shall mean all personal, real or mixed

property, tangible or intangible.

“Subsidiary” shall mean any corporation, association,

partnership, joint venture or other business entity of which

the Company and/or any subsidiary of the Company either

(a) in respect of a corporation, owns any outstanding stock

or (b) in respect of an association, partnership, joint venture

or other business entity, is entitled to share in any of the

profits and losses, however determined.

2. Assignment and Grant of Security Interest: As

collateral security for the payment and performance of the

Obligations, the Company hereby pledges, assigns and grants

to the Bank a continuing first security interest in and to the

following:

(a) all right, title and interest of the Company in and

to the following securities, all of the which shall hereinafter

App. C-43

PURCHASE AGREEMENT

THIS AGREEMENT is made, effective for all purposes

and in all respects as of the 11th day of February, 1985, by

and between (i) Hadid Investment Group, Inc., Trustee

(hereinafter sometimes “Purchaser’’), and (ii) Miami Center

Limited Partnership (‘““MCLP’’), a Florida limited

partnership, and Chopin Associates (“Chopin”), a Florida

general partnership, (hereinafter sometimes collectively

referred to as “Sellers’’).

WHEREAS, Chopin holds fee simple title to that tract

or parcel of land situated in Dade County, Florida and

described in Exhibit A annexed hereto as weil as a Lessor’s

interest in that certain long-term Ground Lease dated March

27, 1980 (the ‘‘Ground Lease’’) and MCLP holds title to the

improvements located on said parcel and a Leasehold interest

in said parcel pursuant to the Ground Lease (such interest

of Sellers hereinafter sometimes collectively referred to as

“the Property’’); and

WHEREAS, Purchaser desires to buy, and Sellers desire

to sell the Property in accordance with the terms and

conditions set forth herein:

1. Agreement of Purchase and Sale. Sellers hereby

agree to sell and convey the Property and Purchaser hereby

agrees to purchase the Property in accordance with the terms

and provisions hereof.

2. Terms and Payment.

(a) Purchase Price. The purchase price shall be

TWO HUNDRED SIXTY MILLION DOLLARS NET

($260,000,000), payable as follows:

(b) Deposit.

(i) Purchaser will simultaneously with the

execution hereof by all parties deposit with National Real

Estate Title Company, as “Escrow Agent”, the sum of FIVE

App. F-28

MILLION DOLLARS ($5,000,000) as a ““Deposit” hereunder

in the form of a Promissory Note payable to Sellers upon the

expiration of the “Study Period” under paragraph 3(e). The

Deposit shall be applied as part payment of the cash portion

of the purchase price when paid at Settlement. The Deposit

is to be held by Escrow Agent until Settlement or until other

disposition is made thereof as herein provided. At Purchaser’s

option, the Deposit may be in the form of an unconditional

irrevocable letter of credit in form and substance and from

a financial institution acceptable to Sellers. The initial

Promissory Note shall be converted to a Deposit in the form

of cash or such a letter of credit upon the expiration of the

“Study Period’’.

(ii) The Deposit shall be invested in interest

bearing securities to be selected by Purchaser, and interest

earned thereon shall be paid to the party who ultimately

receives the Deposit. Escrow Agent signs this Contract to

evidence receipt of the Deposit and agrees to be bound by

the terms hereof.

(c) The balance of the purchase price shall be paid

in cash at closing, by wire transfer or other form of certified

funds specified by Sellers.

(d) Escrow for Uncompleted Tenant Fit-Up and Hotel

Construction. From the proceeds of the purchase price to be

paid in cash at closing, there shall be deposited in escrow

with the Title Company an amount reasonably estimated by

Sellers to substantially complete in-process building standard

finishes in the Pavillon Hotel, which fit-ups and finishes are

currently being performed by Sellers (hereinafter the

“Outstanding Finish Work”). The Escrow Agent shall invest

the deposited sum for the benefit of Sellers, as directed by

Sellers. Purchaser shall be entitled to apply the said funds

in reimbursement for the actual and necessary costs of

completing the Outstanding Finish Work after submitting

a requisition to Sellers’ architect for approval and then to

the Escrow Agent. Upon the occurrence of the earlier of (i)

App. F-29

certification by Sellers’ architect that the Outstanding Finish

Work has been substantially completed or (ii) one year from

closing, the Escrow Agent shall pay over free and clear to

the Sellers the balance of all funds then being held in escrow.

9

3. Settlement.

(a) Date. Settlement in accordance with the terms

thereof shall take place on or before August 15, 1985

(hereinafter the “Settlement Date” or “Closing Date’’).

Settlement shall take place at the office of Finley, Kumble,

Wagner, Heine, Underberg, Manley & Casey, 1120

Connecticut Avenue, NW, Washington, DC 20036, at 10:00

a.m. Settlement shall mean the execution of all documents

contemplated hereby and the delivery of (i) the documents

to those parties respectively entitled to the documents, and

(ii) the documents to be recorded to the Title Company. The

term “Settlement” shall be used interchangeably with the

words “Closing”, “settlement” and “closing”. The parties

may, by mutual agreement in writing, change the place, date

or time of settlement.

(b) Costs. Examination of title to the property,

documentary stamps on the deed, recording, notary fees,

surveys, title insurance premiums, Title Company charges,

if any, and all other settlement costs shall be at the expense

of Sellers. Purchaser shall only be responsible for its own

legal fees.

(c) Deed. At settlement, Sellers and any other

necessary person shall deliver to Purchaser a good and

sufficient special warranty deed, duly executed and

acknowledged by all parties deemed necessary by the Title

Company, conveying the Property.

(d) Tender of Performance. It shall be a good and

sufficient tender of performance of the terms hereof by either

of the parties if such party deposits with the Title Company

originals of the documents to be executed by such party.

App. F-30

a i ct oll DO

(e) As long as it does not interfere with the normal

operation of the Property, Sellers will give Purchaser, its

architects, engineers, attorneys, accountants and other

consultants or representatives, during normal business hours

and as often as may be reasonably requested until May 12,

1985 (the “Study Period”’) full access to the Property to make

engineering studies and the like, and will furnish to

Purchaser all documents and information concerning the

Property which Purchaser shall reasonably request, including

all such documents, financial statements and books and

records pertaining to the operation of the Property. In the

event that the studies or other investigations are not

satisfactory to Purchaser, Purchaser shall have the right to

terminate this Agreement on or before the expiration of the

Study Period, the deposit referred to in paragraph 2(b) above

shall be returned immediately to Purchaser, and thereafter

Sellers and Purchaser shall be released of any further

liability to the other. In the event Sellers have not provided

an acceptable Title Report, as described in paragraph 5(bXiv)

prior to May 12, 1985, Purchaser shall have the right, upon

written notice, to extend the expiration of the Study Period

until September 12, 1985, in which event the Closing Date

shall also be extended until September 12, 1985.

4. Default.

(a) If Purchaser shall fail to settle on the Settlement

Date in accordance with the provisions hereof, for any reason

whatsoever other than Sellers’ failure or refusal to settle

hereunder, or Sellers’ inability to comply with their

obligations hereunder, then and in that event damages being

unascertainable, the Deposit shall be forfeited, this

Agreement shall be null and void, and neither Purchaser nor

Sellers shall have any further liability hereunder, retention

of the Deposit being Sellers’ sole remedy.

(b) If Purchaser shall tender performance but due to

Sellers’ failure or refusal to settle, settlement does not occur

at the appointed date and time, Purchaser shall have the

App. F-31

right to the remedy of specific performance or a return of the

Deposit; Purchaser shall not have the right to a suit for

damages, in the event the Purchaser elects the return of the

Deposit, then this contract shall be null and void and neither

Purchaser nor Sellers shall have any further liability

hereunder, a return of the Deposit being Purchaser’s sole

remedy.

5. Conditions Precedent to Purchaser’s

Obligation. Purchaser’s obligation to make settlement

hereunder is subject to the satisfaction of the following

conditions, any of which may be waived by Purchaser, at the

time of settlement.

(a) Warranties. The covenants, warranties and

representations made by Seller in paragraph 10 hereof, and

elsewhere in this Agreement, shall be true and correct.

(b) Title to the Property. Fee simple title good of

record and in fact to the Property, subject to the provisions

of paragraph 9, shall be in the Sellers. The Seller shall:

(i) Bethe owner of record and in fact, legally and

beneficially of the aforementioned property;

(ii) Have the rights to transfer the Property

owned by it without the agreement of any other person;

(iii) Have fee simple title to the Property owned

by it that is good and marketable, insurance at standard rates

on the latest standard American Land Title Association

owner’s policy form B; and

(iv) Purchaser shall immediately order a title

report on the Property by a title company located in Miami,

Florida (the “Title Company”) of Purchaser’s choice.

Anything in this Agreement to the contrary notwithstanding

at any time during the period thirty (30) days after Purchaser

receives such title report, Purchaser may notify Seller that

title to the Property is not acceptable, whereupon this

Contract shall be terminated, Purchaser shall be entitled to

App. #-32

the immediate return of the Deposit and Seller and Purchaser

shall have no further liability hereunder; provided that, any

condition which is specified in paragraph 5 hereof, or which

is noted on the list of “Permitted Exceptions” attached as

Exhibit B hereto, or which may be removed or discharged

by payment of the Purchase Price shall not be considered an

unacceptable condition. If Purchaser does not so notify Sellers

within the said thirty (30) day period, Purchaser shall be

deemed to have accepted title as shown on the aforesaid title

report.

(c) If at the date of closing title is not in the exact

condition described in the title report ordered and accepted

by Purchaser, Purchaser shall have the right to declare this

contract null and void and receive a return of its Deposit.

(d) Sellers shall have no obligations as of the

Settlement Date under any hotel Management and Operating

Agreement for the Pavillon Hotel.

(e) Specified Conditions Not Present. At closing,

Sellers shall have no knowledge of, and there shall not be any:

(i) Proposed or pending proceedings to modify the

zoning classification of, to condemn, or purchase in lieu

thereof, all or any substantial part of any of the Property.

(ii) Commitments made by Seller to any

governmental or quasi-governmental authority, or other third

party to dedicate or grant any portion of any of the Property

for any public or semi-public purpose or to incur any other

obligation or expense respecting the Property, except those

disclosed in the Ball Point Development Order, as the same

was amended and is to be amended, unless Purchaser has

consented specifically thereto in writing.

(iii) Any other impediments which will

significantly interfere with Purchaser’s use or disposition of

the Property.

App. F-33

(f) Remedies of Purchaser. If any condition of

Purchaser’s obligation to conclude settlement is not satisfied,

Purchaser shall have the right, to be exercised not later than

the date of Settlement, either to (i) proceed to Settlement,

or (ii) terminate this Agreement, whereupon the Deposit shall

be immediately returned to Purchaser.

6. Liens and Encumbrances. The premises are sold and

are to be conveyed subject to:

(a) Zoning and building regulations, ordinances, and

requirements adopted by any government or municipal

authority having jurisdiction thereof, and amendments and

additions thereto nor or hereafter in force and effect, which

relate to the premises.

(b) Any state of facts as shown on the survey

provided to Purchaser by Sellers.

(c) Rights of tenants under and subject to existing

leases with such tenants, which have been exhibited to the

Purchaser and examined by the Purchaser, and the Purchaser

hereby approves the forms and terms thereof, and such other

new tenancies as are permitted in this contract. The

Purchaser assumes the obligations of the landlord under such

leases after delivery of the deed, and agrees to hold the Sellers

harmless from any claims in connection with such leases

arising after delivery of the deed; and further agrees that

this assumption and indemnity shall survive the closing of

title.

7. Past Due Rent. If any past due rentals (including

“Additional Rent” charges under the leases) are owing by

tenants at the time of closing of title and to all or part of such

past due rentals are attributable to the period of time prior

to closing, the first moneys received by the Purchaser from

the tenants owing such past due rentals shall be received by

the Purchaser as trustee for the Sellers on account or in

payment of such past due rentals, and the Purchaser shall

remit forthwith to the Sellers the amount of such past due

App. F-34

rentals to which the Sellers are entitled, so collected, out of

the first moneys received by the Purchaser, provided,

however, that the Purchaser shall have the right to deduct

therefrom any collection fees. This provision shall survive

delivery of the deed.

8. Items to be Apportioned. The foliowing are to be

apportioned as of the date of the delivery of the deed:

(a) Rents as and when collected.

‘b) Premiums on existing transferable insurance

policies or renewals of those expiring prior to closing.

(c) Real estate taxes and sewer rents, if any, on the

basis of the fiscal year for which assessed. If the closing of

the title shall occur before the tax rate is fixed, the

apportionment of taxes shall be upon the basis of the tax rate

for the next preceding year applied to the latest assessed

valuation.

(d) Water and other utility charges. If there is a

water meter or other meter on the premises, any unfixed

meter charges and unfixed sewer rents, if any, shall be

apportioned on the basis of the last reading.

9. Outstanding Security Interests. If on the date of

closing there shall be financing statements which were filed

on a day more than three years prior to closing of title, these

shall not be deemed to be an objection to title, provided the

Sellers execute and deliver to the Purchaser an affidavit

setting forth that the property covered by such financing

statements is no longer in the premises; or if such property

still is in the premises, that such property has been fully paid

for. Financing statements or other encumbrances, although

filed against the premises but affecting a tenant or which

are the obligation of any tenant, shall be no objection to title.

10. Representations and Warranties of Sellers. Sellers

jointly and severally warrant and represent the following,

App. F-35

which are true and correct and shall be true and correct as

of the Settlement Date, and shall survive closing hereunder.

(a) Authority. The Sellers have full power and

authority to enter into this Agreement and to assume and

perform all of their obligations thereunder.

(b) All public utilities required for the operation of

the Property, or any part thereof, either enter the Property

through adjoining public streets or if they pass through

adjoining private land do so in accordance with valid public

easements or private easements which will inure to the

benefit of Purchaser.

(c) There are no pending or threatened assessment,

condemnation or eminent domain proceedings which would

affect the Property, or any substantial part thereof.

11. Condemnation. If, prior to the Closing Date,

condemnation or eminent domain proceedings shall be

commenced by any competent public authority against the

Property or any substantial part thereof, Sellers shall

promptly give Purchaser written notice thereof. After notice

from Sellers of the commencement of any such proceedings

and in the event that the taking of such property shall

materially interfere with the operation of the Property,

Purchaser shall have the right (i) to accept the Property

subject to the proceedings, whereupon any award shall be

paid to Purchaser, and Sellers shall deliver to Purchaser at

Closing all assignments and other documents reasonably

requested by Purchaser to vest such award in Purchaser or

(ii) to rescind this Agreement and neither party will have

any further obligations hereunder.

12. Documents at Closing. Sellers shall execute and

deliver to Purchaser on the Closing Date, if Purchaser so

requests:

(a) The Deed referred to above.

App. F-36

(b) An assignment (with assumption by Purchaser)

of Sellers’ interest in the Tenant Leases and the Ground

Lease.

(c) An affidavit affirming that no work has been

performed or materials supplied that could result in

mechanic’s liens on the Property.

13. Sellers’ Obligations Pending Closing. Between the

date hereof and the Closing Date Seller shall:

(a) Operate the hotel and office building on the

Property in the same manner as prior to the date hereof.

(b) Comply with all state and municipal laws,

ordinances, regulations, and orders relating to the Property.

(c) Promptly give written notice to Purchaser of the

occurrence of any event materially affecting the substance

of the representations made hereunder.

14. Broker. Each party warrants and represents that

it has not engaged any agent or broker with respect to this

transaction and agrees to hold harmless each other against

such brokerage claims.

15. Notices. Any notices to be given hereunder shall be

given in writing by mail, first class, postage prepaid, return

receipt requested, or by delivery, addressed to:

(a) If to Sellers to:

Theodore B. Gould

300 Miami Center

100 Chopin Plaza

Miami, FL 33131

With a copy to:

Robert C. Nichols, Esq.

Kent, Watts & Durden

P.O. Box 4700

Jacksonville, FL 32201

App. F-37

(b) If to Purchaser to:

Hadid Investment Group, Inc., Trustee

c/o Mohammed A. Hadid, President

1655 North Fort Myer Drive

Arlington, VA 22209

With a copy to:

Mitchell Cutler, Esq.

Finley, Kumble, Wagner, Heine, Underberg,

Manley & Casey

1120 Connecticut Avenue, NW

Washington, DC 20036

or such other addresses as may be designated by the

respective parties in writing. Any notices given pursuant to

this paragraph shall be deemed given when received or

delivered.

16. Other Provisions.

(a) Binding Effect. This Agreement shall be binding

upon and inure to the benefit of the parties hereto and the

heirs, successors, legal representatives and assigns of the

respective parties.

(b) Governing Law. This Agreement shall be

construed and enforced in accordance with the laws of the

State of Florida.

(c) Headings. The captions and headings herein are

for convenience and reference only and in no way define or

limit the scope or content of this Agreement or in any way

effect its provisions.

(d) Exhibits. The Exhibits which are attached

hereto are hereby made a part of this Agreement as fully as

if set forth in the text of this Agreement.

(e) Entire Agreement. This Agreement and the

Exhibits attached hereto contain the final and entire

App. F-38

Agreement between the parties hereto with respect to the

matters set forth hereby, and are intended to be an

integration of all prior negotiations and understandings. No

change or modification of this Agreement shall be valid

unless the same is in writing and signed by the parties hereto.

No waiver of any of the provisions of this Agreement shall

be valid unless the same is in writing and is signed by the

party against which it is sought to be enforced.

(f) Gender. The use of any gender herein shall be

deemed to be or include the other gender and the use of the

singular herein shall be deemed to be or include the plural

and vice versa, wherever appropriate.

17. Bankruptcy Court Approval. Notwithstanding the

provisions contained herein, the obligations of the parties

hereto are expressly conditioned upon a determination and

the issuance of a final order (the “Final Order’’) that Sellers,

as Debtors in Possession, have the authority to (i) execute

this Contract and (ii) close on the transaction contemplated

by this Contract.

“Final Order” shall mean (i) the entry of an order by

the United States Bankruptcy Court for the Southern District

of Florida (the “Bankruptcy Court’), assuming the

Bankruptcy Court has jurisdiction to render such an order,

and, if not, the United States District Court for the Southern

District of Florida (the “District Court”), and (ii) the running

of time period within which an appeal may be taken from

the entry of such order by the Bankruptcy Court or District

Court, respectively, without such an appeal being taken, or

the exhaustion of all appeals from such order of the

Bankruptcy Court or District Court, respectively, provided

that such appeals result in the approval of the Bankruptcy

Court’s or District Court’s, respectively, order.

IN WITNESS WHEREOF, the parties have hereunto set

their hands and seals effective for all purposes and in all

respects as of the day and year first above written.

App. F-39

Signed, sealed and delivered

in the presence of:

(illegible)

/s/ Yvonne Page

[illegible]

[illegible]

DEPOSIT ACCEPTED:

NATIONAL REAL ESTATE

TITLE CORPORATION

By [illegible]

SELLERS:

MIAMI CENTER LIMITED

PARTNERSHIP, a Florida

limited partnership

By [illegible]

Genera! Partner

CHOPIN ASSOCIATES,

a Florida limited

partnership

Partner

PURCHASER:

HADID INVESTMENT

GROUP, INC., Trustee

President

App. F-40

EXHIBIT “‘A”’

LEGAL DESCRIPTION

Being that portion of Tract D, Block 1, “du Pont Plaza”

according to the plat thereof as recorded in Plat Book

50 at Page 11 of the Public Records of Dade County,

Florida, being more particularly described as follows:

Begin at the Northeast corner of said Tract “D” and run

West along the North line of Tract “D”’ for 645.94 feet

to a Point of Curvature; thence Southwesterly along a

circular curve to the left having a radius of 25.00 feet

and a central angle of 61 degrees 26 minutes 00 seconds

for an arc distance of 26.81 feet to a Point of Compound

Curvature; thence Southerly along a circular curve to

the left having a radius of 300.00 feet and a central angle

of 28 degrees 34 minutes 00 seconds for an arc distance

of 149.57 feet to a Point of Tangency; thence South for

293.50 feet (said last mentioned four courses being

coincident with the boundary lines of said Tract “‘D”’);

thence East for 179.41 feet; thence North for 150.00 feet;

thence East for 525.36 feet; thence North 0 degrees 04

minutes 07 seconds West along the East line of said

Tract “D” for 300.00 feet to the Point of Beginning, lying

and being in the City of Miami, Dade County, Florida.

—

App. F-41

EXHIBIT “B”’

Permitted Exceptions

1. Taxes for the year 1985 and subsequent years.

. That portion of the Property lying seaward of the steel

sheet piling as shown on that certain Sketch of Survey

prepared by Schwebke-Shiskin & Associates, Inc., dated

February 14, 1979, at File No. AJ-1485 (the “Sketch of

Survey”).

. The following matters as shown in the Sketch of Survey:

(a) Overhead wires;

(b) Light poles; and

(c) Storm sewers.

. Any and all rights of the United States government with

respect to control over navigable waters for purposes of

navigation, commerce, recreation and fisheries.

. The parties acknowledge and agree that title to the

Property is presently subject to that certain Grant of

Easement and Declaration of Restrictions among Chopin

Associates, Miami Center Limited Partnership and

Miami Center Joint Venture, dated May 14, 1981 and

recorded May 15, 1981 under Clerk’s File No. 81R-131532

and in Official Records Book 11102, Page 2247, of the

Public Records of Dade County, Florida.

App. F-42

Exhibit “‘B’’

to the Plan of Reorganization

Notwithstanding the language of Article V of the Plan,

Debtor is making no election, as of the filing of the Plan, to

reject or assume specific executory contracts and expressly

reserves the right to assume or reject any executory contract

until the time of confirmation of a plan pursuant to §365(d)

of the Bankruptcy Code.

App. F-43

Exhibit ‘‘B’’

HOLYWELL CORPORATION

BALANCE SHEET

DECEMBER 31, 1983

ASSETS

INVESTMENTS

Subsidiary Corporations, Net

Affiliated Partnerships

OTHER ASSETS

Advances and interest receivable from

affiliated partnerships

Loan receivable—Officer

Mortgage notes receivable

Accounts receivable

Furniture and equipment, net

Prepaid items

LIABILITIES

Accounts Payable

Notes payable

Payroll taxes

Cash deficit

Advances from subsidiary corps.

STOCKHOLDERS’ EQUITY

Common stock

Capital in excess of par

Retained earnings

App. F-44

3,306,372

2,218,613

153,909

89,056

88,143

4,782

$5,860,875

$6,288,424

$ 698,830

1,750,000

20,574

39,972

610,516

$3,119,892

$ 10,100

110,186

3,048,246

$3,168,532

$6,288,424

Exhibit “‘C’’

HOLYWELL CORPORATION

PRO FORMA BALANCE SHEET

FEBRUARY 15, 1985

ASSETS

INVESTMENTS

Twin Development Corp.—Cash

Other subsidiary corps.—Washington

Other subsidiary corps.—Miami

Affiliated partnerships—1300

—MCLP

OTHER ASSETS

Cash

Advances and interest receivable—MCLP

Loans and interest receivable—Officer

Note receivable—MCLP

Mortgage note receivable

Accounts and interest receivable

Furniture and equipment, nei

TOTAL ASSETS

LIABILITIES

Accounts Payable

Notes payable—1300

Notes and interest payable—BNY

NET EQUITY

App. F-45

$13,128,533

550,000

9,168,000

925,000

5,250,000

$29,021,533

$15,110,000

4,080,000

2,015,000

490,000

50,000

183,000

64,400

$21,992,400

$51,013,933

$ 900,000

380,000

2,015,000

$ 3,295,000

$47,718,933

Exhibit “‘D”’

PENDING LITIGATION

v.

HOLYWELL CORPORATION

ASSOCIATED CONCRETE INDUSTRIES v. MCLP, et

al., Dade County Circuit Court, Case No. 83-23108 (08).

Plaintiff brought this action to foreclose its lien for

painting stripes in the parking garage in the total

amount of $27,339.00. After filing, plaintiff was paid

$15,000, and it appears that the balance is due. The case

is still at the motion to dismiss state, but it appears from

the files that the defendant should be Holywell

Construction, not Holywell Corporation.

FEDERAL EXPRESS v. HOLYWELL CORP., Dade

County Court, Case No. 84-11729-CC-05.

Plaintiff claims $3,456.79 is owed for services

rendered, and although the matter was filed shortly

before the bankruptcy and thus no discovery has

occurred, the amount claimed appears correct.

TIME EQUIPMENT OF MIAMI v. MCLP and

HOLYWELL CORP., Dade County Court, Case No.

83-24425-CC-05.

This is an action seeking recovery of $1,820.00.

Based upon the documents available, the purchase order

was executed by MCLP, but plaintiff's records show the

purchaser as Holywell Corp. The amount claimed,

however, is accurate.

VALDES-FAULI COBB & PETRY v. MCLP,

THEODORE B. GOULD, HOLYWELL CORP., MCJV,

CHOPIN ASSOC., Dade County Circuit Court, Case No.

84-16151.

This is an action for legal fees in the amount of

$42,333.24 against all of the above entities. The full

App. F-46

amount appears to be owed, but pending discovery (the

action was filed shortly before the bankruptcy

proceedings) it has not yet been determined which of the

defendants is responsible for which bills. It does appear

from the attachments to the complaint that the services

were performed primarily for the Miami Center Joint

Venture, not Holywell.

XEROX v. HOLYWELL CORP., Dade County Court,

Case No. 84-13640-CC-05.

Plaintiff's action seeks recovery of $4,640.93 as

amounts due for the leasing of certain equipment. The

complaint was served on August 9, 1984, and thus no

answer was filed. It does not appear from preliminary

investigation that the amount claimed is correct, but as

yet, we have been unable to determine what, if anything,

is owed.

TRANSPORTS CLEARING EAST, INC. ov.

HOLYWELL CORP., General District Court for Arlington

County, Virginia, Case No. C84-246.

Plaintiff brought this action seeking to recover

$2,622.16 for freight charges on delivery of certain

furniture to Miami Center. In defense, Holywell

responded that such charges are the responsibility of the

manufacturer, Monarch Furniture. Holywell has made

a demand on Monarch Furniture to pay such charges.

OBER, KALER, GRIMES & SHRIVER v. HOLYWELL

CORP. & WHITEHALL SECURITY CORP., U.S. District

Court for the District of Maryland, Case No. JH84-3007.

This is an action seeking recovery on a promissory

note which reflected the amounts owed for legal services.

Defendants do not dispute that payment is due for the

amount of $92,790.83, the amount of the note. However,

no responsive pleadings have been filed due to the

bankruptcy proceeding.

App. F-47

CHAS. G. STOTT & CO., INC. v. HOLYWELL CORP.,

General District Court for Fairfax County, Virginia, Case

No. 84-6394.

Plaintiff brought this action seeking $989.20 for non-

payment for office goods supplied on an open account.

Holywell filed a motion to dismiss objecting to venue

and stating that the proper defendant is Holywell

Construction Company. The Chapter 11 proceeding

stayed any further action. Plaintiff, though, filed a new

warrant to which a response is due by April 10, 1985

in which Holywell Construction Company is the named

defendant.

NATIONAL MICRO. PRODUCTS, INC. v. HOLYWELL

CORP., et al., Circuit Court of Chesterfield County, Virginia,

Case No. 198-84.

This is an action for alleged contract fees in the

amount of $208,981.41 relating to the design and

furnishing of electronic equipment. Defendants filed a

demurrer and objection to venue before the Chapter 11

proceeding invened. Defendants vigorously dispute

plaintiffs claim and plan to pursue, in the appropriate

forum, claims against plaintiff for substantial amounts

owed to debtor entities.

RICHARD H. PLEHN, INC. v. HOLYWELL CORP., et

al., U.S. District Court for the Eastern District of Virginia,

Case No. 84-0829-A.

This is a claim for payment of brokerage

commissions for two different transactions. It is not

disputed that plaintiff is owed the debt reflected in a

promissory note in the amount of $336,742.00 plus

interest at 10%, unless such claim is invalidated by

plaintiffs filing of its second claim for $240,000.00,

which is disputed in its entirety. The bankruptcy

proceeding has stayed any action in this case.

App. F-48

Exhibit “E”’

HOLYWELL CORPORATION

(DEBTOR IN POSSESSION)

LIQUIDATION ANALYSIS

FEBRUARY 15, 1985

ASSETS LIQUIDATION

(2/15/85) VALUE

1. Cash $15,110,000 $15,110,000

2. Advances due from MCLP 4,080,000 0

3. Loans due from Officer 2,015,000 0

4. Note due from MCLP 490,000 490,000

5. Mortgage note due (Charleston) 50,000 50,000

6. Accounts receivable 183,000 170,000

7. Furniture and equipment, net 64,400 20,000

8. Investments—Twin Development Corp. 13,128,533 13,128,533

9. Investments—Washington subsid. corps. 550,000 550,000

10. Investments—Miami subsid. corps. 9,168,000 0

11. Investments—Affiliated ptns.—1300 925,000 0

12. Investments—Affiliated ptns.—MCLP 5,250,000 0

TOTAL LIQUIDATION VALUE $51,013,933 $29,518,533

PRIORITIES (2/15/85)

1. Secured debt $ 2,015,000 $ 2,015,000

2. Estimated costs and expenses of

liquidation 150,000 150,000

3. Post-petition priority creditors 20,000 20,000

4. IRS—corp. taxes 15,000,000

TOTAL PRIORITIES $ 2,185,000 $17,185,000

TOTAL AVAILABLE FOR DISTRIBUTION

TO UNSECURED CREDITORS $48.828,933 $12,333,533

[This Liquidation Analysis is qualified by and should be read in conjunction

with the notes that follow it.)

App. F-49

HOLYWELL CORPORATION

(DEBTOR IN POSSESSION)

NOTES TO LIQUIDATION ANALYSIS

FEBRUARY 15, 1985

A. ASSET LIQUIDATION VALUE

Values shown are based on the company’s estimation that

on forced liquidation, the Company’s assets would produce

the following percentage of recovery:

Cash 100%

Advances, loans and other due from MCLP 9%

Accounts and mortgages receivable 94%

Investments—Washington subsidiary corps. 100%

Personal property 31%

B. BOOK VALUE OF INVESTMENTS— WASHINGTON

SUBSIDIARY CORPS.

The book value for wholly owned Washington, D.C. based

subsidiary corporations is based on the net realizable value

of receivables due to the corporations by independent third

parties.

C. AMOUNT OF SECURED DEBT

The amount of secured debt shown involves interest, all

of which is due to the Bank of New York.

D. SECURED DEBT GUARANTEES AND

CONTINGENCIES

The Miami Center Limited Partnership and Chopin

Associates construction and land loan of $195,086,028 and

accrued interest of approximately $30,492,880 are secured

by (1) first deeds of trust on the land and leasehold; (2)

substantially all the assets of Holywell Corporation; and (3)

the personal guarantee of Theodore B. Gould.

App. F-50

APPENDIX G

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NOS.

84-01590-BKC-TCB

84-01591-BKC-TCB

84-01592-BKC-TCB

84-01593-BKC-TCB

84-01594-BKC-TCB

Proceedings in Chapter 11

In re:

HOLYWELL CORPORATION, et al.,

Debdtors.

AMENDED CONSOLIDATED DISCLOSURE

STATEMENT AND PLAN OF REORGANIZATION OF

HOLYWELL CORPORATION, MIAMI CENTER

LIMITED PARTNERSHIP, CHOPIN ASSOCIATES,

MIAMI CENTER CORPORATION AND THEODORE B.

GOULD PROPOSED BY THE BANK OF NEW YORK

Il.

Ill.

Vil.

TABLE OF CONTENTS

DEFINITIONS

INTRODUCTION

A) Miami Center

B) Furniture Fixture and Equipment

C) Valuation of Miami Center

D) Washington Properties

E) Miami Center Joint Venture

PLAN OF REORGANIZATION

A) Summary of Plan

1) Substantive Consolidation

2) Classification of Claims

3) Treatment of Claims

4) Summary of Indebtedness

COMPARISON OF BNY’S PLAN AND DEBTORS’

PLANS, FEASIBILITY OF BNY’S PLAN, AND

LIQUIDATION ANALYSIS

1) Comparison of Plans and Feasibility

2) Liquidation Analysis

MIAMI CENTER LIQUIDATING TRUST

CONTROL OF DEBTORS

CONFIRMATION PROCEDURE

App. G-2

AMENDED CONSOLIDATED DISCLOSURE

STATEMENT

This Amended Disclosure Statement is submitted on

behalf of The Bank of New York (“BNY’”’) in support of its

Consolidated Plan of Reorganization (“BNY’s Plan”). BNY’s

Plan, dated February 26, 1985, as amended, is on file with

the Bankruptcy Court and a copy is annexed hereto as

Exhibit 1.

BNY is the major secured creditor of each of the Debtors.

The Debtors are indebted to BNY, under direct and guarantee

obligations, in the amount of approximately $234,342,743 as

of March 14, 1985, which amount does not include expenses

of approximately $1,611,563 to March 14, 1985. Interest and

expenses are currently accruing at a rate of approximately

$2,300,000 per month. BNY holds, as security for the

indebtedness, inter alia, first mortgages on Miami Center,

which has an appraised value of $255,600,000 and a first

security interest in approximately $32,422,798 in cash. Under

BNY’s Plan, which contemplates a substantive consolidation

of the estates and a liquidation of the assets, BNY will

purchase Miami Center for $255,600,000, within 45 days from

the Effective Date. Upon such purchase, BNY will release

all other collateral that it holds as security for the BNY Debt,

including its security interest in the $32,422,798 in cash,

subject, however, to the security interest in such cash and

other collateral that BNY will retain as collateral for the

BNY-Holywell Loan in the principal amount of $1,750,000.

Based on a prompt sale of Miami Center and the release

of those funds, it is anticipated that all administrative claims,

all priority claims and all claims of unsecured creditors, other

than Affiliated Creditors, will be paid substantially in full

or in full. Based on the Debtors’ analysis of the outstanding

claims, an equity may remain for the Debtors.

THE FINANCIAL INFORMATION CONTAINED IN

THIS DISCLOSURE STATEMENT RELATING TO THE

INDEBTEDNESS OF THE DEBTORS TO BNY AND THE

SECURITY THEREFOR WAS PREPARED BY BNY FROM

ITS RECORDS AND THE INFORMATION TO THE BEST

KNOWLEDGE OF BNY IS ACCURATE AND COMPLETE.

CERTAIN FINANCIAL AND OTHER INFORMATION

WAS OBTAINED FROM THE DEBTORS’ PLANS.

ACCORDING TO THE DEBTORS’ PLANS, SUCH

INFORMATION WAS PREPARED BY AGENTS AND

EMPLOYEES OF THE DEBTOR AND HAS NOT BEEN

AUDITED; HOWEVER, ACCORDING TO THE DEBTORS’

PLANS THE INFORMATION IS ACCURATE AND

COMPLETE TO THE BEST KNOWLEDGE OF SUCH

AGENTS AND EMPLOYEES. CERTAIN OTHER

INFORMATION WAS PROVIDED BY GOULD AND

CERTAIN OTHER DEBTORS TO BNY FROM TIME TO

TIME PRIOR TO THE FILING OF THESE CASES. BNY

HAS NO INDEPENDENT KNOWLEDGE OF THE TRUTH,

COMPLETENESS OR ACCURACY OF SUCH

INFORMATION.

I. DEFINITIONS

In addition to such other terms as are defined in other

Articles of this Disclosure Statement, the following terms

have the following meanings as used in this Disclosure

Statement:

Administration Claim: A cost or expense of

administration of these Chapter 11 cases, including any

actual, necessary expenses of preserving the estates, and any

actual, necessary expenses of operating the Debtors’

businesses from and after the Petition Dates, to and including

the Confirmation Date, and all allowances approved by the

Court in accordance with the Code.

Affiliated Creditors: Any “Affiliate”, as “affiliate’’ is

defined in Code §101(2), of any of the Debtors, including, but

not limited to, any of the Debtors, any corporations that are

wholly or partially owned, either directly or indirectly, by

App. G-4

all or any of the Debtors, and any entities in which any or

all of the Debtors own an equity interest, including, but not

limited to, Twin Development Corporation, HWL

Corporation, Parkwell, Inc., Orion Industries, Inc., Parkwell

of Florida, Inc., Holywell Construction Co., Market Street

Development Associates, King Street Associates, Charleston

Center Corp., Pietro Belluschi & Associates, Inc., NHA Corp.,

Studley-Holywell Assoc., Inc., 1300 N. 17th Street Associates,

Eleven DuPont Circle Associates, DuPont Land Associates,

1616 Reminc Limited Partnership, 1616 Arlington

Associates, PBA, Inc., TBG Institute, Whitehall Security of

Florida, Inc., Whitehall Building Services of Florida, Inc.,

Orion Engineering of Florida, Inc., Holywell Management

of Florida, Inc., Racing Club of Florida, Inc., Holywell Hotels

of Florida, Inc., Holywell Trading of Florida, Inc., Holywell

Real Estate, Holywell Telecommunications of Florida, Inc.,

Holywell Telecommunications Company, Holywell Insurance

Company, Corpus Christi Associates and Great Western

Bank Building Associates, but not including MCJV.

Allowed Claim: A Claim, (a) a proof of which is filed

within the time fixed by the Bankruptcy Rules (hereinafter

defined) or by the Court, or if the Claim arose from the

rejection of an executory contract or unexpired lease, within

such other time as may be fixed by the Court, or (b) that has

been, or hereafter is, scheduled by Debtors as liquidated in

the amount and not disputed or contingent; as to which no

objection to the allowance thereof has been filed within any

applicable period of time fixed by an order of the Court, or

as to which any such objection has been determined by a Final

Order.

Award: The Award, dated June 1, 1984 entered in the

O&Y Arbitration.

Bank, The Bank, BNY: The Bank of New York.

Bankruptcy Code or Code: Title 11 U.S.C. Sections 101

et seq.

App. G-5

Bankruptcy Rules: The Bankruptcy Rules as prescribed

by the Supreme Court of the United States, to take effect on

August 1, 1983.

BNY Debt: The indebtedness, including interest at the

pre-default contract rate to January 31, 1984 and at the post-

default contract rate from February 1, 1984, due to BNY from

MCLP and Chopin in the approximate amount of

$234,342,743 as of March 14, 1985 plus expenses of

approximately $1,611,563 to March 14, 1985.

BNY Holywell Loan: The $1,750,000 loan made by BNY

to Holywell on October 23, 1983, which loan was guaranteed

by Gould, plus interest from October 23, 1983 to August 31,

1984 at the pre-default contract rate and from September 1,

1984 at the post-default contract rate.

Claim: Any right to payment or right to an equitable

remedy for breach of performance if such breach gives rise

to a right to payment against any of the Debtors in existence

on or as of their respective Petition Dates as described in

Section 101(4) of the Code.

Confirmation Date: The date of the entry by the Court

of the Order of Confirmation (hereinafter defined).

Court: The United States Bankruptcy Court for

Southern District of Florida, including the Bankruptcy Judge

presiding in the Debtors’ Chapter 11 cases, and any Court

having competent jurisdiction to hear appeals therefrom.

Creditor: Any person that holds an Allowed Claim,

including governmental units.

Chopin: Chopin Associates, a Florida partnership, one

of the Debtors.

Creditors Committees: The Creditors Committee of each

of the Debtors appointed by Orders of the Bankruptcy Court.

Debtor or Debtors: Gould, MCC, MCLP, Chopin and

Holywell, individually and collectively.

App. G-6

Debtors’ Plans: The five plans of reorganization dated

February 15, 1985 filed by each of the Debtors.

Disputed Claim: A Claim, other than the BNY Debt and

the BNY-Holywell Loan (i) scheduled by the Debtors as

disputed, contingent, undetermined, unliquidated or

unknown; or (ii) as to which a timely proof of claim and

objection has been filed, and which has not been determined

by a Final Order.

Effective Date: The date upon which the Order of

Confirmation is no longer subject to appeal, on which date

no such appeal is then pending, and on which date all of the

conditions to the effectiveness of the Plan expressly set forth

in the Plan have been satisfied fully or effectively waived.

Final: shail mean, with respect to any order, decree or

judgment of any Court, that such order, decree or judgment

is no longer subject to appeal or rehearing and as to which

no appeal, rehearing or motion for rehearing is then pending.

FF&E: The furniture, fixtures and equipment owned by

MCLP or leased to MCLP pursuant to the FF&E leases.

FF&E Leases: The following four FF&E Leases:

1. Lease, dated May 14, 1981, between MCLP, as

Lessee and MCJV, as Lessor covering certain furniture,

fixtures and equipment used in the Pavillon Hotel (the

“Category A Lease’’).

2. Lease, dated May 14, 1981, between, MCLP, as

Lessee and MCJV, as Lessor covering certain furniture,

fixture and equipment used in the Pavillon Hotel (the

“Category B Lease’’).

3. Lease, [date unknown], between MCLP, as Lessee

and Gould and/or one of the Gould Entities, as Lessor

covering certain furniture, fixture and equipment used in the

Pavillon Hotel (the “Category C Lease”’).

App. G-7

4. Lease, [date unknown], between MCLP, as Lessee

and Gould and/or one of the Gould Entities, as Lessor

covering certain furniture, fixture and equipment used in the

Pavillon Hotel (the “Category D Lease’’).

Gould: Theodore B. Gould, an individual, one of the

Debtors.

Gould Entities: Any of the entities comprising the

defined term “Affiliated Creditors”, which are directly or

indirectly 100% owned by Gould, including, but not limited

to, Twin Development Corporation, Holywell, Whitehall

Security, Inc., Whitehall Security of Florida, Inc., Whitehall

Building Services of Florida, Inc., Orion Engineering of

Florida, Inc., Orion Industries, Inc., Orion Engineering

Services, Inc., Charleston Center Corp., 1300 N. 17th Street

Associates, Eleven Dupont Circle Associates, DuPont Land

Associates, 1616 Reminc Limited Partnership, 1616

Arlington Associates, PBA, Inc., TBG Institute, Racing Club

of Florida, Inc., Parkwell Inc., Parkwell of Florida, Inc.,

Holywell Construction Company, Holywell Management

Company of Florida, Inc., HWL Corporation, Peitro Belluschi

& Associates, Inc., Holywell Hotels, Inc., Holywell

Telecommunications Company, Holywell Trading of Florida,

Inc., Holywell Real Estate, Holywell Telecommunications of

Florida, 'nc., Holywell Insurance Company, Corpus Christi

Associates, Great Western Bank Building, NHA Corp. and

Studley-Holywell Assoc., Inc., but excluding MCJV.

Gould FF&E Leases: shall mean collectively the

Category C and Category D Leases.

Holywell: Holywell Corporation, a Delaware corporation,

one of the Debtors.

Market Value: $255,600,000, the appraised market value

of Miami Center as of November 15, 1984 as indicated in an

appraisal report by Charles V. Failla & Associates, Inc.,

which report was certified by Charles V. Failla, M.A.I.

App. G-8

MCLP: Mami Center Limited Partnership, a Florida

limited partnership, one of the Debtors.

MCC: Miami Center Corporation, a Florida corporation,

one of the Debtors.

MCJV Claim: shall mean the claim of MCJV filed by

O&Y Florida on behalf of O& Y Florida and O& Y Equity for

the benefit of MCJV, O&Y Florida and O&Y Equity for

unpaid rent due under the MCJV FF&E Leases.

MCJV FF&E Leases: shall mean collectively the

Category A and Category B Leases.

MCJV Property: Those unimproved parcels of land

adjacent to, or near, Miami Center that are owned by MCJV.

MCJV: Miami Center Joint Venture, a Florida

partnership, the partners of which are Gould and O&Y

Florida.

Miami Center: shall have the meaning set forth in

Article II.

Miami Center Closing Date: 45 days from the Effective

Date.

Order of Confirmation: The Order entered by the Court

confirming the Plan in accordance with the provisions of

Chapter 11 of the Code.

O&Y: shall mean O&Y Equity and O&Y Florida,

collectively.

O&Y Equity: Olympia & York Equity Corp., a New

York corporation.

O&Y Florida: Olympia & York Florida Equity Corp.,

a Florida corporation.

O&Y Arbitration: The arbitration proceeding known as

The Matter of Arbitration between Theodore B. Gould,

Claimant and Olympia & York Florida Equity Corp. and

O& Y Equity Corp., Respondents (case no. 13-115-0547-82)

App. G-9

which proceeding resulted in an Award, dated June 1, 1984.

On or about September 20, 1984 O&Y filed a motion

requesting the Court to lift the automatic stay, to remove

Gould as managing joint venture partner and to require

Gould to deliver documents to effectuate his removal. On

October 24, 1984 the Court entered an order denying that

part of O& Y’s Motion requesting the removal of Gould and

the delivery of documents for his removal, but granting a

lifting of the automatic stay for the limited purpose of

permitting O&Y or Gould to contest the Award. O& Y

subsequently brought an action in the United States District

Court for the Southern District of New York (Case no.

82-CIV-5918 (WK) ), seeking to modify or vacate the Award.

A hearing was held on February 1, 1985 before Judge Knapp

of the Southern District, who reserved decision on the motion.

O&Y Claim: The claim filed by O&Y Florida against

certain of the Debtors on behalf of O& Y Florida and O& Y

Equity for the benefit of MCJV, O&Y Florida and O& Y

Equity.

Pavillon Hotel: The hotel located in Miami Center.

Parkwell: Collectively, Parkwell Inc., and Parkwell of

Florida, Inc., both wholly owned subsidiaries of Holywell.

Petition Dates: August 22, 1984, the dates on which the

Debtors filed their respective Chapter 11 petitions with the

Court.

Plan: This Chapter 11 Plan, in its present form, or as

it may be amended or modified in accordance with the Code.

Pro-rata: With respect to any distribution on account of

any Allowed Claim, in the same proportion as the amount

of such Allowed Claim bears to the aggregate amount of all

Allowed Claims of its class.

Secured Claim: An Allowed Claim secured by a lien,

security interest, judgment or other charge against an

interest in property in which any Debtor or the Debtors have

App. G-10

an interest, or which is subject to setoff under Section 553

of the Code, not voidable under any section of the Code to

the extent of the value (determined in accordance with

Section 506(a) of the Code) of the interest of the holder of such

Allowed Claim in the Debtors’ interest in such property or

to the extent of the amount subject to such setoff, as the case

may be.

Washington Partnerships: 1300 North 17th Street

Associates, 1616 Reminc Limited Partnership, Twin

Development Corporation, Eleven DuPont Circle Associates,

and DuPont Land Associates.

Washington Proceeds: The sum of approximately

$32,422,798.87, which was received by Gould and certain

Gould Entities from the sale of the Washington Properties

and which is being held, subject to Court order, in accounts

established at Florida National Bank.

Washington Properties: The real and personal property

conveyed by the Washington Partnerships pursuant to the

Agreement dated July 26, 1984, as amended, by and between

the Hadid Investment Group, Inc. and the Washington

Partnerships.

Il. INTRODUCTION

On August 22, 1984 Gould, Holywell, Chopin, MCLP and

MCC filed petitions under Chapter 11 of the Bankruptcy

Code. Gould and MCC are the general partners of Chopin

and MCLP. The cases have been consolidated for

administration purposes. Gould is the sole shareholder of

Holywell, and Gould and Holywell, own directly or indirectly,

all or substantially all of the stock of the corporations which

are Gould Entities and a controlling interest in the

Washington Partnerships.

A. Miami Center.

Chopin is the owner of certain real estate located in

Miami, Dade County, Florida. Chopin leased the real estate

App. G-11

to MCLP under a long-term ground lease. MCLP constructed

on the real estate an office/hotel complex (the

“Improvements”) which is substantially completed. The real

estate, as so improved, and Chopin’s and MCLP’s leasehold

interests under the ground lease in the real estate and the

Improvements are collectively hereinafter referred to as

“Miami Center’’. The office building is known as the Edward

Ball Building and the hotel is known as the Pavillon Hotel.

Chopin and MCLP borrowed from BNY to finance the

acquisition of the land and the construction of the

Improvements on Miami Center.

The indebtedness due to BNY from MCLP and Chopin,

including interest to February 1, 1984 at the pre-default

contract rate and thereafter at the post-default contract rate,

amounts to approximately $234,342,743 as of March 14, 1985

plus expenses of approximately $1,611,563 to March 14, 1985.

Based on BNY’s prime rate as of March 14, 1985, the monthly

interest accrual is $2,259,600 and expenses have been

accruing at approximately $104,000 per month.

The BNY Debt is guaranteed by Gould, Holywell and

MCC. The direct note obligations and the guarantees are

secured by mortgages on Miami Center, a pledge of 100% of

the stock of Holywell, Twin, MCC, HWL Corporation,

Parkwell, Holywell Construction and Pietro Belluschi, a

pledge of 6673% of the stock of NHA Corp. and a pledge of

50% of the stock of Studley-Holywell Corp., by a security

interest in and an assignment of the Washington Proceeds,

by an assignment of any and all property, real or otherwise,

resulting from or arising out of any judgment or award made

in the O & Y Arbitration, by an assignment of all funds or

distributions to Gould resulting from any rental, lease,

assignment, sale, transfer or refinancing of all or part of the

MCJV Property, and by a security interest in all furniture,

fixtures and personal property owned or to be owned by Gould

(or in which Gould has an interest) including the FF&E leased

by Gould and Holywell Telecommunications Company to

MCLP.

App. G-12

In addition, Holywell and Gould are indebted to BNY in

the principal amount of $1,750,000 in connection with a loan

made by BNY to Holywell in October of 1983 to enable Gould

to settle a lawsuit entitled Clark Enterprises, Inc. v. Holywell

Corporation and Theodore B. Gould and to acquire 20% of

the stock of Holywell. As of February 15, 1985 the total

amount of the BNY Holywell Loan, including interest to

August 31, 1984 at the pre-default contract rate and from

September 1, 1984 at the post-default contract rate is

approximately $2,235,126.76. The BNY Holywell Loan is

guaranteed by Gould and is secured by all of the collateral

set forth above, except for the mortgages on Miami Center.

B. Furniture Fixtures & Equipment.

MCLLFP is presently leasing certain of the FF&E used with

Pavillon Hotel pursuant to the Gould FF&E Leases and the

MCJV FF&E Leases. The Gould FF&E Leases cover

equipment having a cost price of approximately $7,700,000.

Under the terms of BNY’s Plan, which contemplates a

substantive consolidation of the estates of all of the Debtors,

the leasehold interests of MCLP and Gould under the Gould

FF&E Leases would merge (or Gould, any of the Debtors, or

the Trustee would cause any of the Gould Entities that are

lessors under the Gould FF&E Leases to convey directly to

MCLP the FF&E covered by such leases) and MCLP would

become owner of the FF&E covered by the Gould FF&E

Lease, free and clear of such leases.

One of the MCJV FF&E Leases, the Category A Lease,

covers FF&E having a cost of approximately $4,775,000, and

the other, the Category B Lease, covers FF&E having a cost

of approximately $3,000,000. MCLP, as lessee, under both

leases, has a right to purchase the FF&E covered by the

MCJV FF&E Leases at a price fixed in such leases. BNY’s

Plan contemplates that the purchase option will be exercised

and that MCLP will become the owner of the FF&E covered

by such Leases.

App. G-13

The treatment of the Gould FF&E Leases contemplated

by BNY’s Plan is consistent with the provisions of the leases

that fully and unconditionally subordinate both the Lessor’s

and Lessee’s interest to BNY’s mortgages. By virtue of the

subordination provisions, under any disposition of Miami

Center that recognizes the superiority of the BNY’s liens,

such as that contemplated by both BNY’s and the Debtors’

Plans, the purchaser would be entitled to receive title to the

FF&E covered by such leases free of the lease obligations.

Similarly, under both of the MCJV FF&E Leases, the

Lessee’s interest is subordinate to BNY’s lien, and under the

Category A Lease the Lessor’s interest is also subordinate

to BNY’s mortgages. Under the Category B Lease, although

the Lessor’s interest is not subordinate to BNY’s mortgages,

any purchaser of Miami Center has, in effect, the right to

pick-up the lease after the purchase. Although, at least in

the case of the Category B Lease, the Lessor’s interest cannot

be foreclosed, the Lessor’s rights under both MCJV FF&E

Leases in connection with a disposition of Miami Center are

limited to receipt of the rent due under the leases from the

date of purchase, or if the purchase option is exercised, the

receipt of the option price.

C. Valuation of Miami Center.

BNY retained Charles Failla an MAI appraiser to

appraise Miami Center. Mr. Failla concluded that the Market

Value of Miami Center as of November 15, 1984 to be

$255,600,000 “as is”. He appraised the value of the FF&E,

including the FF&E covered by the Gould and MCJV FF&E

Leases at $13,000,000 and assumed that the FF&E is owned

by MCLP.

D. Washington Properties.

Gould individually, and through his 100% ownership of

Holywell, owned or controlled the Washington Partnerships.

In December of 1984 the Washington Partnerships conveyed

the Washington Properties, and there became payabie to

App. G-14

Gould and certain of the Gouid Entities approximately

$32,422,798 (the “Washington Proceeds’).

The Bankruptcy Court has determined that the

Washington Proceeds are BNY’s cash collateral. Pursuant

to Court order, the Washington Proceeds are now held and

invested in segregated accounts, subject to BNY’s security

interests and subject also to further order of the Bankruptcy

Court. Holywell, through various subsidiaries, had been

performing management, leasing, security, engineering and

cleaning services for the Washington Properties and those

contracts have terminated as a result of the sale. Accordingly,

the only operating asset the Debtors now own is Miami

Center, except for Parkwell which operates parking facilities

on the Miami Center and the MCJV Property.

E. Miami Center Joint Venture.

Gould, individually, is a 50% joint venture partner with

O&Y Florida in MCJV, which owns unimproved parcels of

land adjacent to, or near, Miami Center (the “MCJV

Property”). The Debtor maintains that the MCJV Property

has a value of $104,000,000. The MCJV Property is subject

to a mortgage originally held by Bank of Montreal in the

principal amount of $16,000,000, and which, according to the

Debtors’ Plans, has been acquired by O&Y Florida.

Pursuant to the Award, dated June 1, 1984, entered in

the O& Y Arbitration, Gould received the right to acquire the

joint venture interest of O&Y Florida by paying to O&Y

Florida the sum of $10,000 plus the sum of $30,000,000, and

by satisfying the Bank of Montreal mortgage. A dispute has

arisen between Gould and O&Y Florida as to the respective

rights of the parties under the Award and the joint venture

agreement. The dispute is the subject of litigation currently

pending in the United States District Court for the Southern

District of New York (Case No. 82-Civ.-5918 (WK) ).

O&Y Florida, on behalf of O& Y Florida for the benefit

of MCJV and O&Y Florida, filed a claim in the Gould

App. G-15

proceeding in the amount of $34,150,000 “plus interest, plus

additional substantial contingent, unliquidated amounts,

including Gould’s obligations as general partner and

guarantor, arising out of debts due from MCJV to O&Y

Florida and O&Y Equity, in an amount exceeding

$40,000,000 which has not yet been fully determined***”

Paragraph 8 and 9 of the Proof of Claim further provide

as follows:

“8. No security interest is held by O&Y or MCJV

against Gould, except his interest in MCJV’s

property, inclusive of the ownership of the FF&E

leased property rights, claims and interests, as

above described.”

“9. This claim is a general unsecured claim, except

to the extent of MCJV’s right and obligation to

divide and apportion the MCJV’s property after all

adjustments for debts and liabilities owed by Gould

and related entities and corporations to it.”

Il. PLAN OF REORGANIZATION

A. Summary of Plan.

1. Substantive Consolidation. A review of the

schedules and plans filed by the Debtors, the litigation

analysis set forth in the Debtors’ Plan, and a Rule 2004

Examination of Gould, reveals that there are numerous

claims between and among the Debtors, and between and

among the Debtors and their affiliates. These claims arise

from a variety of transactions including the ground lease

between Chopin and MCLP, the Gould FF&E Leases, the

cross guarantees and co-maker obligations of the Debtors for

the indebtedness of Chopin and MCLP to the Bank, and a

variety of other transactions. The resolution of the validity

and the amounts of the claims between and among the

Debtors would be an extremely difficult and time consuming

task and the attendant legal and accounting fees would give

App. G-16

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rise to sizable administrative claims against each of the

Debtors’ estates.

In addition, one or more of the Debtors are jointly and

severally liable on judgments that were obtained prior to the

filing of the petitions, and may be jointly and severally liable

for claims asserted in litigation that is still pending. The

obligations of the Debtors to third parties also give rise to

claims for reimbursement, contribution and subrogation

between and among the Debtors. As in the case of the inter-

Debtor transactions, the task of sorting out these claims for

reimbursement, contribution and subrogation would be

difficult and time consuming and would also give rise to large

administrative claims.

The identity of ownership and control of the corporate

and partnership Debtors, the use of certain of the Debtors

as service or holding corporations that have no independent

purpose, but derive all of their income from the other Debtors

or Debtor controlled entities, and the frequent disregard of

the Debtors’ legal entities coupled with substantial transfers

of assets between and among the Debtors, all justify

substantive consolidation.*

The substantive consolidation of the Debtors

contemplated by BNY’s plan eliminates the claims between

and among the Debtors and creates a common fund of assets

available to pay all unrelated creditors, other than Affiliated

Creditors. The substantive consolidation does not prejudice

any one class of Creditors, and if it did, the prejudice would

be minimal in comparison to the benefits to be derived by

all of the Creditors from the substantive consolidation of the

Debtors’ estates. In any event, BNY’s Plan reserves to any

*Based upon the facts set forth herein ther

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