SECOND AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MYSTIC PARTNERS, LLC
Exhibit
10.6
SECOND
AMENDMENT TO
OF
MYSTIC
PARTNERS, LLC
This
Second Amendment to Limited Liability Company Operating Agreement (this
"Amendment") of MYSTIC PARTNERS, LLC (the "Company"), is dated as
of February __, 2006 and entered into by and among the following:
Name
|
Current
Address
|
|
Mystic
Hotel Investors, LLC
|
Post
Office Box 715
|
|
(a
Delaware limited liability company)
|
000
Xxxxxxxx Xxxxxxxx
|
|
|
Xxxxxxxxx,
XX 00000
|
|
|
|
|
Hersha
Hospitality Limited Partnership
|
5
10 Walnut Street, 9th Floor
|
|
(a
Virginia limited partnership)
|
Xxxxxxxxxxxx,
XX 00000
|
hereinafter
collectively, the "Members".
W I T N E S S E T H:
WHEREAS,
the Company was formed pursuant to a Certificate of Formation filed with the
Delaware Secretary of State on June 15, 2005 and by execution of a Limited
Liability Company Operating Agreement on August 9, 2005, as amended by the
First
Amendment to Limited Liability Company Operating Agreement, dated September
30,
2005 (the "LLC Agreement"); capitalized terms used herein but not
otherwise defined shall have the meanings set forth for such terms in the LLC
Agreement; and
WHEREAS,
the Members desire to restructure the capital sharing ratios and related equity
and cost sharing mechanisms with respect to the Development Assets (the
"Equity Restructuring") contained in the LLC Agreement to reflect the
Equity Restructuring;
WHEREAS,
pursuant to Section 3.2.2 of the LLC Agreement, the Members have agreed
to amend certain provisions of the LLC Agreement upon the occurrence of any
contribution of a Deferred Property; and
WHEREAS,
the Members hereby desire to amend the LLC Agreement as set forth herein as
follows:
1. Exhibits
A, 1.1 and 1.2 of the LLC Agreement are hereby deleted in
their entirety and replaced with Exhibits A, 1.1 and 1.2
attached hereto and made a part hereof. All references to Exhibits A,
1.1 and 1.2 in the LLC Agreement shall be deemed to refer to the
replacements of same attached hereto.
2. The
Definition of Capital Sharing Ratio is hereby amended such that Investor Class
B
Member shall have a 15% interest with respect to the Hartford Marriott and
a 10%
interest with respect to the Hartford Hilton and such that Mystic Member shall
have a 85% interest with respect to the Hartford Marriott and a 90% interest
with respect to the Hartford Hilton.
3. The
definition of Contribution Agreement is hereby amended such that after the
words
"August 8, 2005,", the following text shall appear:
(A)
Fourth Amendment to Membership Interests Contribution Agreement dated as of
September 15, 2005, a Fifth Amendment to Membership Interests Contribution
Agreement dated as of November 1, 2005, and a Sixth Amendment to Membership
Interests Contribution Agreement dated as of February___, 2006, and as further
amended, modified or supplemented from time to time.
4. The
definition of Residual Sharing Ratios is hereby amended such that Investor
Class
A Member shall have 0% with respect to Hartford Hilton and 0% with respect
to
the Hartford Marriott, Investor Class B Member shall have 7% with respect to
the
Hartford Hilton and 10.5% with respect to the Hartford Marriott and Mystic
Member shall have 93% with respect to the Hartford Hilton and 89.5% with respect
to the Hartford Marriott.
5. Section
3.2.2
is hereby amended such that subclause (A) is hereby deleted and replaced in
its
entirety with the following text:
(A)
Mystic Member shall transfer all of its interests in the applicable Deferred
Property to the Company (which shall be the percentage of the outstanding
interests in the Deferred Property as shown on Exhibit A), free and clear of
any
and all Encumbrances and with a net fair market value to be credited as a
Capital Contribution equal to (i) 90% with respect to the Hartford Hilton,
(ii)
85% with respect to the Hartford Marriott and (iii) 33.3% with respect to the
remainder of the Deferred Property, in each case, of the adjusted Contribution
Value (as defined in the Contribution Agreement) attributable to the Hartford
Hilton, the Hartford Marriott and the other applicable Deferred Property,
respectively (after giving effect to payments made to Mystic Member in
accordance with the Contribution Agreement);
6. Section
4.5.1
is hereby amended such that the words "at the rate of 50% Investor Member
participation/50% Mystic Member participation, in the case of a Competitive
Venture located within five miles of a Development Asset" is deleted and
replaced with the words "at the rate of 10% Investor Member participation/90%
Mystic Member participation, in the case of a Competitive Venture located within
five miles of the Hartford Hilton and the rate of 15% Investor Member
participation/85% Mystic Member participation, in the case of a Competitive
Venture located within five miles of the Hartford Xxxxxxxx".
0. Section
4.5.1
is hereby amended such that the last sentence thereof is deleted and replaced
with the following text:
If
the
proposed Competitive Venture is within five miles of both a Stabilized Asset
and
a Development Asset or within five miles of both the Hartford Marriott and
the
Hartford Hilton, the participation percentage shall be determined by the nearest
asset.
2
8. Section
4.10
is hereby amended such that the words "0.25% of Operating Revenues, with respect
to the Development Assets" are hereby deleted and replaced with the words "0.25%
of Operating Revenues, with respect to the Hartford Marriott".
9. The
definition of Distributable Funds set forth in Section 5.2.1 is hereby
deleted in its entirety and replaced with the following text:
"Distributable
Funds" shall mean (a) with respect to Investor Member, the sum of (i) 100%
of the Net Cash Flow on hand (after repayment of any outstanding Member Loans)
in respect of Stabilized Assets, plus (ii) 10% of the Net Cash Flow on
hand (after repayment of any outstanding Member Loans) in respect of the
Hartford Hilton, plus (iii) 15% of the Net Cash Flow on hand (after
repayment of any outstanding Member Loans) in respect of the Hartford Marriott,
plus (iv) Capital Proceeds actually received and (b) with respect to
Mystic Member, the sum of (i) 100% of the Net Cash Flow on hand (after repayment
of any outstanding Member Loans) in respect of Stabilized Assets, plus
(ii) 90% of the Net Cash Flow on hand (after repayment of any outstanding Member
Loans) in respect of the Hartford Hilton, plus (iii) 85% of the Net Cash
Flow on hand (after repayment of any outstanding Member Loans) in respect of
the
Hartford Marriott, plus (iv) Capital Proceeds actually received. Attached
hereto as Exhibit B for illustrative purposes is a hypothetical
calculation of Distributable Funds.
10. The
following
text is hereby added as a new Section 15:
15.1 Investor
Member Option. Mystic Member hereby grants to Investor Member the option
(the "Option") to purchase up to 50% (in the aggregate, which 50% maximum
percentage interest shall include Investor Member's percentage interest in
the
Company as evidenced by its Capital Sharing Ratio as of each of the Option
Exercise Dates (as defined below)) of Mystic Member's interest in the
Development Asset Entity that own each of the Hartford Hilton ("Hartford
Hilton Owner") and the Hartford Marriott ("Hartford Marriott Owner"),
respectively. Investor Member shall have the right to close on the purchase
of
additional percentage interests acquired pursuant to the Option only on either
December 29, 2006 or December 31, 2007 (collectively, the "Option Purchase
Dates") and on no other date. The Option shall expire on the occurrence of
the Option Purchase Dates. Investor Member may exercise the Option in any
increment of 10%. The amount of the percentage interest desired to be purchased
by Investor Member as of the applicable Option Purchase Date in either the
Hartford Marriott or the Hartford Hilton shall herein be referred to as the
"Additional Percentage Interest".
15.2 Option
Price. The price for Investor Member's acquisition of a percentage interest
in Hartford Hilton Owner (the "Hilton Option Price") shall equal the sum
of (a) the product obtained by multiplying (i) the Contribution Value of the
Hartford Hilton as set forth in the Contribution Agreement by (ii) the
Additional Percentage Interest plus (b) the product obtained by multiplying
(i)
all operational funding (i.e. capital calls to fund operational shortfalls)
and
capital expenditures incurred by Hartford Hilton Owner from the period since
the
acquisition by the Company of the interests in Hartford Hilton Owner to the
applicable Option Purchase Date by (ii) the Additional Percentage Interest
plus
(c) the product obtained by multiplying (i) 10% by (ii) the sum of (a) plus
(b).
The price for Investor Member's acquisition of the Additional Percentage
Interest in Hartford Marriott Owner (the "Marriott Option Price") shall equal
the sum of (x) the product obtained by multiplying (i) the total amount of
actual costs incurred in the construction and development of the Hartford
Marriott (as of the date hereof, the Members hereby acknowledge and agree that
such costs are estimated to be approximately $94,000,000) by (ii) the Additional
Percentage Interest plus (y) the product obtained by multiplying (i) all
operational funding (i.e. capital calls to fund operational shortfalls) and
capital expenditures incurred by Hartford Marriott Owner from the period since
the acquisition by the Company of the interests in Hartford Hilton Owner to
the
applicable Option Purchase Date by (ii) the Additional Percentage Interest
plus (z) the product obtained by multiplying (i) 10% by (i) the sum of
(x) plus (y).
3
15.3 Exercise
of the Option. In the event that Investor Member desires to exercise the
Option, Investor Member shall provide written notice of such desire (an
"Option Notice") to Mystic Member on or prior to October 1, 2006 at 6:00
p.m., New York time (the "First Option Exercise Date") with respect to
the Option Purchase Date occurring on December 29, 2006 and October 1, 2007
at
6:00 p.m., New York time (the "Second Option Exercise Date", together
with the First Option Exercise Date, the "Option Exercise Dates") with
respect to the Option Purchase Date occurring on December 31, 2007. The Option
Notice shall include Investor Member's desired Additional Percentage Interest
with respect to the Hartford Hilton and the Hartford Marriott, as applicable.
Within ten days after Mystic Member's receipt of the Option Notice, Mystic
Member shall notify Investor Member in writing of the Hilton Option Price and
the Marriott Option Price, as applicable. In the event that Investor Member
and
Mystic Member do not agree on the calculation of the Option Price, Investor
Member and Mystic Member shall negotiate the Option Price in good faith. Section
6 of the Contribution Agreement shall govern the calculation of all prorations
and post closing adjustments necessary in connection with Investor Member's
exercise of the Option.
15.4 Closing
of
the Purchase of the Additional Percentage Interest. The parties shall agree
on a mutually acceptable location at which to close on Investor Member's
purchase of the Additional Percentage Interests (which may be by mail). On
each
of the Option Purchase Dates, as applicable, the parties shall do the
following:
15.4.1 Execute
and deliver
an amendment to the LLC Agreement evidencing revised Capital Sharing Ratios
and
Residual Sharing Ratios (which shall be determined in the same manner as prior
to the date hereof) of Investor Member and Mystic Member reflecting Investor
Member's acquisition of the Additional Percentage Interests for the Hartford
Hilton and/or the Hartford Marriott, as the case may be;
15.4.2 Investor
Member
shall pay the Hilton Option Price and/or the Marriott Option Price, as the
case
may be;
15.4.3 The
parties shall
calculate the prorations and deliver a Settlement Statement in accordance with
the procedures set forth in the Contribution Agreement.
11. All
references to Waterford Class Member contained in the LLC Agreement shall be
modified to be references to Mystic Member.
4
12. As
specifically modified hereby, the LLC Agreement shall remain in full force
and
effect and is hereby ratified and confirmed. All references to the LLC Agreement
shall mean and refer to the LLC Agreement as amended and modified
hereby.
13. This
Amendment may be executed in one or more counterparts, and all such counterparts
shall together constitute the same agreement.
13. This
Amendment shall be construed and interpreted according to the laws of the State
of Delaware. Accordingly, all questions with respect to construction of this
Amendment and the rights and liabilities of the parties shall be determined
in
accordance with the applicable provisions of the laws of the State of Delaware
and this Amendment is intended to be performed in accordance with and only
to
the extent permitted by all applicable laws, ordinances, rules and regulations
of such State. In the event that there is a direct conflict between the
provisions of Delaware law and the provisions of any other jurisdiction
applicable to a particular transaction, the laws of Delaware shall nevertheless
apply except and to the extent that such interpretation or application would
render the action or proposed action of the Company to be invalid or illegal,
in
which event, the law of the jurisdiction of the State or country which would
be
applicable under general rules regarding conflict of laws or rules of comity
shall apply.
[SIGNATURE
PAGE FOLLOWS]
5
IN
WITNESS WHEREOF, the Members have caused this Amendment to be duly
executed by their respective and duly authorized representatives as of the
date
first above written.
|
MEMBERS:
|
||
|
|||
|
HERSHA
HOSPITALITY LIMITED PARTNERSHIP
|
||
|
BY
|
/s/
Xxxxxx Xxxxxx
|
|
|
Name:
|
Xxxxxx
X. Xxxxxx
|
|
|
Title:
|
CFO
|
|
|
|
||
|
MYSTIC
HOTEL INVESTORS, LLC
|
||
|
|||
|
By:
|
||
|
Name:
|
||
|
Title:
|
Authorized
Representative
|
IN
WITNESS WHEREOF, the Members have caused this Amendment to be duly
executed by their respective and duly authorized representatives as of the
date
first above written.
|
MEMBERS:
|
||
|
|
||
|
HERSHA
HOSPITALITY LIMITED PARTNERSHIP
|
||
|
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
|
||
|
MYSTIC
HOTEL INVESTORS, LLC
|
||
|
|
||
|
By:
|
/s/
G Xxxxx
|
|
|
Name:
|
Xxxx
X. Xxxxx
|
|
|
Title:
|
Authorized
Representative
|
EXHIBIT
1.1
MEMBERSHIP
INTERESTS AND OWNER ENTITIES
MEMBERSHIP
INTERESTS AND OWNER ENTITIES
Property
|
Ownership
|
1
.
Residence Inn Southington
000
Xxxx Xx.
Xxxxxxxxxxx,
XX 00000
|
Southington
Suites, LLC, composed of:
67%
Mystic Hotel Investors, LLC
33%
Minority Interests
|
2.
Dunkin Donuts
000
Xxxx Xx.
Xxxxxxxxxxx,
XX 00000
|
000
Xxxx Xxxxxx LLC, composed of:
67%
Mystic Hotel Investors, LLC
33%
Minority Interests
|
3.
Residence Inn by Marriott
00
Xxxxx Xx.
Xxxxxxx,
XX 00000
|
Danbury
Suites, LLC, composed of:
100%
Mystic Hotel Investors, LLC
|
4.
Mystic Marriott Hotel and Spa
000
Xxxxx Xxxx
Xxxxxx,
XX 00000
|
Exit
88 Hotel, LLC composed of:
99.9%
Mystic Hotel Investors, LLC
0.10%
Mystic Hotel Investors Remote Entity Incorporated
|
5.
Courtyard Hotel Warwick
00
Xxxxxxxxx Xxxx Xxxx
Xxxxxxx,
XX 00000
|
Warwick
Lodgings, LLC, composed of:
100%
Mystic Hotel Investors, LLC
|
6.
Courtyard by Marriott and Rosemont Suites
000
Xxxx Xxxx Xx.
Xxxxxxx,
XX 00000
|
Norwich
Hotel, LLC, composed of:
100%
Mystic Hotel Investors, LLC
|
7.
Springhill Suites by Marriott
40
0 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx,
XX 00000
|
Waterford
Suites, LLC, composed of:
100%
Mystic Hotel Investors, LLC
|
8.
Residence Inn by Marriott and Whitehall Mansion
00-00
Xxxxxxxxx Xxxxxx
Xxxxxx,
XX 00000
|
Whitehall
Mansion Partners, LLC
100%
Mystic Hotel Investors, LLC
|
9.
Hartford Hilton
000
Xxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
|
3
1
0 Xxxxxxxx Xxxxxx Associates, LLC, composed of:
88%
Mystic Hotel Investors, LLC
12%
Minority Interests
|
10.
Hartford Marriott
Columbus
Blvd.
Hartford,
CT 06106
|
Adriaen's
Landing Hotel, LLC, composed of:
95.66155%
Mystic Hotel Investors, LLC
4.33845%
Minority Interests
|
EXHIBIT
1.2
DESCRIPTION
OF PROPERTY
(see
attached)
Exhibit
A
Members,
Capital Contributions,
And
Capital Sharing Ratios
Name
and Address of Members
|
Cash
Contribution
|
Gross
Fair Market Value of Contributed Property
|
Less
Debt Assumed or Taken Subject to by Company
|
Net
Agreed Value of Contributed Property
|
Capital
Sharing Ratio
|
Mystic
Hotel Investors, LLC
|
$1,789,385
|
$120,864,548
|
$67,542,820
|
$53,321,728
|
33.3%
with respect to Stabilized Assets
|
Mystic
Hotel Investors, LLC
|
$567,557
|
$31,072,620
|
$18,678,125
|
$12,394,495
|
50%
with respect to Development Assets
|
Hersha
Hospitality Limited Partnership
|
$39,149,738
|
$0
|
$0
|
$0
|
66.7%
with respect to Stabilized Assets
|
Hersha
Hospitality Limited Partnership
|
$6,764,805
|
$0
|
$0
|
$0
|
50%
with respect to Development Assets
|
EXHIBIT
A
- CONTINUED
The
Contribution Value of the contributed property is allocated among the various
Properties as follows:
Cash
Contributed by Investor Member
|
Cash
Contributed by Waterford Member
|
Gross
FMV of Contributed Prop
|
(Less
Debt)
|
Net
Agreed Value of Prop
|
||||||||
Courtyard
by Marriott &
|
(working
cap)
|
33,350
|
(working
cap)
|
16,650
|
12,660,090
|
7,269,605
|
5,390,485
|
|||||
Rosemont
Suites, Norwich, CT
|
(shared
costs)
|
389,960
|
(shared
costs)
|
194,688
|
|
|
|
|||||
(Norwich
Hotel, LLC)
|
3,595,453
|
|
|
|
||||||||
Springfield
Suites by Marriott,
|
(working
cap)
|
33,350
|
(working
cap)
|
16,650
|
8,049,269
|
6,191,340
|
1,857,929
|
|||||
Waterford,
CT (Waterford
|
(shared
costs)
|
254,446
|
(shared
costs)
|
127,032
|
|
|
|
|||||
Suites,
LLC)
|
1,239,239
|
|
|
|
||||||||
Residence
Inn by Marriott,
|
(working
cap)
|
50,025
|
(working
cap)
|
24,975
|
9,099,530
|
7,198,757
|
1,900,773
|
|||||
Danbury,
CT (Danbury Suites,
|
(shared
costs)
|
887,837
|
(shared
costs)
|
443,253
|
|
|
|
|||||
LLC)
|
1,267,815
|
|
|
|
||||||||
Courtyard
Hotel, Warwick, RI
|
(working
cap)
|
33,350
|
(working
cap)
|
16,650
|
9,094,108
|
6,247,403
|
2,846,705
|
|||||
(Warwick
Lodgings, LLC)
|
(shared
costs)
|
230,971
|
(shared
costs)
|
115,312
|
|
|
|
|||||
|
1,898,752
|
|
|
|
||||||||
Residence
Inn by Marriott,
|
|
(shared
costs)
|
234,
678
|
(shared
costs)
|
117,163
|
9,259,089
|
1
|
7,298,305
|
1
|
1,960,784
|
||
Southington,
CT (Southington
|
1,307,844
|
|
|
|
||||||||
Suites,
LLC)
|
|
|
|
|||||||||
Mystic
Marriott Hotel & Spa,
|
(working
cap)
|
590,979
|
(working
cap)
|
295,046
|
54,658,165
|
25,330,607
|
29,327,558
|
|||||
Xxxxxx,
XX (Xxxx 00 Hotel,
|
(shared
costs)
|
401,215
|
(shared
costs)
|
200,306
|
|
|
|
|||||
LLC)
|
19,561,481
|
|
|
|
||||||||
Dunkin
Donuts, 000 Xxxx Xx.,
|
Combined
with Residence Inn by Marriott, Southington, CT
|
|
|
|||||||||
Southington,
CT (000 Xxxx
|
|
|
|
|||||||||
Xxxxxx
LLC)
|
|
|
|
|||||||||
Residence
Inn by Marriott and
|
(working
cap)
|
166,750
|
(working
cap)
|
83,250
|
18,044,297
|
8,006,803
|
10,037,494
|
|||||
Whitehall
Mansion (Whitehall
|
(shared
costs)
|
277,235
|
(shared
costs)
|
138,410
|
|
|
|
|||||
Mansion
Partners, LLC)
|
6,695,008
|
|
|
|
||||||||
Hartford
Hilton (315 Trumbull
|
(working
cap)
|
264,000
|
(working
cap)
|
264,000
|
31,072,620
|
1
|
18,678,125
|
1
|
12,394,495
|
|||
Street
Associates, LLC)
|
(shared
costs)
|
303,557
|
(shared
costs)
|
303,557
|
|
|
|
|||||
|
6,197,248
|
|
|
|
||||||||
Hartford
Marriott (Adriaen's
|
(working
cap)
|
121,968
|
(working
cap)
|
691,155
|
83,369,041
|
1
|
42,948,478
|
40,420,563
|
||||
Landing
Hotel, LLC)
|
(shared
costs)
|
[6,063,084]
|
(shared
costs)
|
[64,089]
|
|
|
|
|||||
TOTAL:
|
$45,914,543
|
$2,356,942
|
$151,937,168
|
|
$65,716,223
|
__________________________
1
Adjusted to take into account Minority Interests.
Exhibit
B
Mystic
Partners, LLC
Second
Amendment to the LLC Agreement - Distributable Funds
Exhibit
December
31, 20XX
NET
OPERATING INCOME
|
LESS:
DEBT PRINCIPAL AND INTEREST
|
NET
CASH FLOW
|
MYSTIC
PARTNERS PERCENTAGE INTEREST
|
MYSTIC
PARTNERS NET CASH FLOW
|
INVESTOR
MEMBER DISTRIBUTABLE FUNDS
|
MYSTIC
MEMBER DISTRIBUTABLE FUNDS
|
||||||||||||||||
Norwich
Hotel, LLC
|
$
|
1,130,000
|
$
|
(536,809
|
)
|
$
|
593,191
|
100%
|
|
$
|
593,191
|
$
|
593,191
|
$
|
|
|||||||
Waterford
Suites, LLC
|
675,000
|
(361,775
|
)
|
313,225
|
100%
|
|
313,225
|
313,225
|
-
|
|||||||||||||
Exit
88 Hotel, LLC
|
4,125,000
|
(2,981,360
|
)
|
1,143,640
|
100%
|
|
1,143,640
|
1,143,640
|
-
|
|||||||||||||
Southington
Suites, LLC and 000 Xxxx Xxxxxx, L
|
1,150,000
|
(625,325
|
)
|
524,675
|
67%
|
|
351,532
|
351,532
|
-
|
|||||||||||||
Warwick
Lodgings, LLC
|
810,000
|
(368,342
|
)
|
441,658
|
100%
|
|
441,658
|
441,658
|
-
|
|||||||||||||
Danbury
Suites, LLC
|
925,000
|
(459,714
|
)
|
465,286
|
100%
|
|
465,286
|
465,286
|
-
|
|||||||||||||
Whitehall
Mansion Partners, LLC
|
1,450,000
|
(688,581
|
)
|
761,419
|
100%
|
|
761,419
|
761,419
|
-
|
|||||||||||||
|
10,265,000
|
(6,021,906
|
)
|
4,243,094
|
|
4,069,951
|
4,069,951
|
414,951
|
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
000
Xxxxxxxx Xxxxxx Associates, LLC
|
635,012
|
(1,544,103
|
)
|
(909,091
|
)
|
88%
|
|
(800,000
|
)
|
(80,000
|
)
|
(720,000
|
)
|
|||||||||
Adriaen's
Landing Hotel, LLC
|
4,712,359
|
(3,149,859
|
)
|
1,562,500
|
96%
|
|
1,500,000
|
225,000
|
1
,275,000
|
|||||||||||||
|
5,347,371
|
(4,693,962
|
)
|
653,409
|
|
700,000
|
145,000
|
555,000
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Parent
company expenses
|
(400,000
|
)
|
-
|
(400,000
|
)
|
100%
|
|
(400,000
|
)
|
(400,000
|
)
|
-
|
||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
|
$
|
15,212,371
|
$
|
(10,715,868
|
)
|
$
|
4,496,503
|
|
$
|
4,369,951
|
3,814,951
|
969,951
|
||||||||||
Less:
Preferential return payments
|
|
|
|
|
|
(3,400,000
|
)
|
(969,951
|
)
|