Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 8




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          55 basis points, before the fifth interest payment date, and                
          LIBOR minus 35 basis points thereafter.  The AIG notes were                 
          neither listed nor traded on an established financial market.               
               Paragraph 11(b) of the “further provisions” of each note               
          provided, in part, as follows:                                              
               (i) * * * upon the affirmative vote * * *, of the                      
               holders of not less than 50 percent in aggregate                       
               principal amount of the Notes then Outstanding * * * or                
               * * * with the written consent of the owners of not                    
               less than 50 percent in aggregate principal amount of                  
               the Notes then Outstanding * * * the Issuer and the                    
               Guarantor may modify, amend or supplement the terms of                 
               the Notes, in any way * * * provided, however, that no                 
               such action may, without the affirmative vote of                       
               holders of 100 percent in aggregate principal amount                   
               Outstanding of the Notes, * * * change the due date for                
               the payment of principal or interest on the Notes                      
               * * * .                                                                
          As of October 30, 2000, MP assigned to CB&T a security interest             
          in two of the AIG notes, in the principal amounts of $2.6 million           
          and $800,000, as collateral for its $3.4 million loan from CB&T.            
          Pursuant to the terms of the assignment, MP deposited with CB&T             
          all of its right, title, and interest in the assigned AIG notes             
          and all payments under those notes.2                                        
               On December 26, 2000, Countryside distributed its 99-percent           
          interest in CLPP to Mr. Winn and Mr. Curtis in complete                     
          liquidation of their respective partnership interests in                    
          Countryside (the liquidating distribution).  As a result of the             
          liquidating distribution, CLP Holdings, Inc., became a 16.7-                



               2  See app. A for a diagram of the statement of facts to               
          this point.                                                                 





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