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SHEET 1 2 3 45:13 :15:13 7 11 12 13 14 15 16 17 18 19 20 21 22 23 25 R. Leonard, C.S.R., Inc. Certified Shorthand Reporters 818.995.2449 33 PAGE 129 PAGE TO WELLS FARGO IN 2005 TO GET THE INITIAL LOAN. THAT 09:45:13 1 GENTLEMAN WAS A GUY NAMED NOAH. I CAN'T REMEMBER NDAH'S 2 LAST NAME, NOAH LEFT THE COMPANY. SO WE WERE WORKING 3 WITH ONE OF THE PRINCIPALS, STEVE BRAM, TO FIND MONEY TO 4 TAKE OUT WELLS, 5 THEY BELIEVED BASED ON WHAT THEY HAD BEEN 6 HEARING IN THE MARKET IT WAS FEASIBLE, SO WE WERE 7 PLAYING A GAME WITH THE BANK TO A CERTAIN DEGREE THAT WE 8 COULD OUTLAST THEM AND THEY'D COME TO THE TABLE AND WE'D 9 BE IN A SITUATION WHERE WE COULD RECEIVE A DISCOUNT. 10 Q WAS GEORGE SMITH STILL WORKING ON OBTAINING 11 FINANCING WHEN YOU ENTERED INTO EXHIBIT 7 WITH 12 MR. DAIESANDRO? 13 A I THINK THEY WERE JUST COMING TO THE END OF 09:45:13 14 HAVING TOLD US WE COULDN'T GET YOU TO THE NUMBER THAT 15 THE GROUP BELIEVED WAS REQUIRED TO TREE OUT THE LENDER, 16 WHICH WE THOUGHT STARTED WITH A FOUR IN FRONT OF IT, 17 FOLLY UNDERSTANDING THE LOAN WAS $51,350,000, THAT WE 09:95:13 18 NEEDED AT LEAST FORTY PLUS SOME EQUITY FROM THE PARTNERS 09: 19 WE MIGHT GET TO A POINT WHERE THE NEW MONEY ANN THE 20 EQUITY COULD TAKE OUT THE LENDER. 21 SO TOWARDS THE -- WHEN I HAD SET SEAN IT WAS 22 COMING TO AN END WHERE THEY HAD SORT OF RUN OUT OF 23 DIFFERENT FINANCIERS TO GO TO. Q AFTER SIGNING EXHIBIT 7, DID SINATRA COOK WORK 95:13 25 131 A PARALLEL WORKED ON THIS FOR SUCH A SNORT AMOUR' OF TIM1IE AND CAME AND REPORTED BACK TO ME AFTER MEETING WITH CANYON THAT THERE WAS SUCH A BIG DELTA BETWEEN WHAT WE NEEDED AND NEW MONEY TO TAKE OUT WELLS AND BETWEEN WHAT WAS AVAILABLE IN THE MARKETPLACE THAT THIS WAS ABSOLUTELY FUTILE. I'G SAY HE WORKED ON THIS SOMEWHERE BETWEEN TEN DAYS AND TGl0 iVfiENS AND CAME BACK TO ME. IT BECAME A FAIT ACCO}1P1I AFTER CANYON CAME BACK WITH A VERY S14A11 NUMBER. I'D SAY IT WAS 31, 32, I DON'T EVER REMEMBER IF THEY PDT IT IN WRITING. MAYBE THEY DID. BUT THERE WAS A HUGE CHASM BETWEEN THAT WE NEEDED TO TAKE OUT W%1L5 AND BETWEEN WHAT WAS AVAILABLE, SD HE STOPPED WORKING ON THIS VERY QUICKLY. SO IT'S VERY POSSIBLE BARCLAY'S, AFTER IT WAS REPORTED TO ME THAT SEAN WAS NO LONGER WOR%LNG ON THIS, iVAS ONE OF THE LAST DITCH EFFORTS BY Ot1E OF THE PARTNERS TO SEE IF WE COULD GET NEW CAPITAL TO TAKE OUT WELLS. Q AND THE BARCLAY'S LOAN DIDN'T WORK OUT, EITHER? A SIM1IIIAR PR08LEM. IT WASN'T IT CIDE''T WORK OUT, THERE WAS MONEY THERE. THERE WAS SIGNIFICANT MONEY. BUT IT JUST COULD NEVER GET TO A POINT WHERE WE -- WHEN WE WENT IK'TO THE VINEYARDS DEAL WE THOUGHT IT WOULD BE WORTH $80 MILLION AND WE'D TAKE OUT THE CONBTROCTIOA LENDER WITH A $60 MILLION LOAN AND IT WAS GOING TO HE EASY, BUT THE MARKET CHANGED, CONDITIONS CHANGED AND WE PAGE 130 PAGE 132 1 WITH ANY OTHER PEOPLE TO ATTEMPT TO ARRANGE FOR 1 WERE HEARING PREVIOUS TO ENGAGING PARALLEL AND POST 2 FINANCING? 2 PARALLEL THAT 3U-, 32 MILLION IN NEW MONEY WAS THE ON1Y 09:45:13 3 A I RECALL THAT NAMBIZ KAMDAR HAD TOLD ME HE WAS 3 THING OUT THERE AND WE WERE FORCED EITHER TO HAVE THE 9 SPEAKING TO SOME LENDERS. I DON'T BELIEVE GILFENBAIN 4 LENDER GIVE US AN EXAh1INATiON OF OUR FINANCES AND COME S DIRECTLY WAS SPEAKING TO ANY LENDERS ALTHOUGH NIS FRIEIID 5 AFTER US FOR OUR GUARANTEES OR SIGN AN EXTENSION ON THE 6 IS MICHAEL NACKI4AN AND I THINK HACKMAN HAD BEEN SPEAKING 6 EXISTING LOAN, AND WE ALL DETERMINEG THE WOR1D WOULD 7 TO SOME LENDERS, I SPECIFICALLY REMEMBER BARCLAY'S. 7 LOOK BETTER IN THREE PEARS AND THE OCCUPANCY WOULD GO UP 09:95:13 8 Q WHEN DID MR. HACKMAN SPEAK WITH BARCLAY'S? 6 AND RENTS WOULD GO UP AND IT WAS THE WAY TO GO BECAUSE A 09:95:13 9 A IT WAS IN THIS TIME FRAME, EARLY/MID FALL. 9 DISCOUNTED PAYOFF CLEARLY WASN'T WORKING. 09:45:13 10 Q WAS THAT AFTER SEPTEMBER 20, 2007? 09:95:13 ID AND BE AWARE, WE HAD BEEN WORKING WITS THIS, 09:95:13 11 A COULD HAVE BEEN. 11 WITH WELLS REALLY FROM NOUEMBER, 2009. THEY SAID HEY, 09:45:13 12 Q AND DD YOU REVIEW EXHIBIT 7 PRIOft TO SIGNING 12 GUYS, YOU'RE 10AN'S COMING DUE IN FEBRUARY 2010. WHAT 13 IT? 13 ARE YOU GOING TO DO? 09:45:13 14 A YES, 09:95:13 14 AND SO WE HAD WORKED WITH THEM FOR OVER A YEAR 09:45:13 15 Q IF YOU COULD TURN TO THE FIRST PAGE OF EXHIBIT 15 AND PLAYED -- MADE OFFERS, TRIED TO GET NEW MONEY AND WE 16 1 THERE'S A PROVISION ON THE LEFT. IT SAYS 16 COULD NEVER GET THEM TO A PLACE, APID IT WAS ESSENTIALLY 09:95:13 17 °EXCLUSIVITY." 11 BECAUSE THE GUARANTORS WERE SOLVENT. WELLS FIGURED WE 09:95:13 18 DID YOU HAVE ANY UNDERSTANDING AS TO WHETHER 16 HAD AN ASSET BUT WE ALSO HAD GUARANTORS THAT HAD LOTS OF 19 YOU ENTERED INTO AN EXCLUSIVE RELATIONSHIP WITH 19 MONEY SO 'WHY GIVE UP, WHY DO A DISCOUNT➢ PAYOFF. IF 20 :4R. GALESANDRO'S FIRM? 20 THIS MAD BEEN A COUPLE OF GUYS WHO HAD NO ASSETS 'a'E 09:45:13 21 MR, BISNO: OBJECTION. THE DOCUMENT SPEAKS FOR 21 PROBABLY WOULD HAVE GOTTEN THERE BUT NEVER WORKED OUT. 22 ITSELF. THE DOCUMENT'S BETWEEN VINEYARG I6VEST14ENTS 22 SO NOVEMBER, 2009 TO PROBABLY CCTOBER, 2010 WE AGREED TO 23 AND, ALTHOUGH NOT SIGNED, I ASSUME, PARALLEL REAL ESTATE 23 PLAY BALL WITH THEM. 29 ADVISORS. 09:45:13 29 WHEN SEAN CAME AROUND IT WAS A LAST-DITCH 09:95:13 25 Q BY MR. RUBINER: YOU CAN ANSWER THE QUESTION. 25 EFFORT, YET ANOTHER PERSON TO TRY TO FIND MONEY. AFTER 130 132 Dalesandro vs. Ogulnick Deposition of Ryan Andrew Ogulnick, Vol. 1 August 13, 2012