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the deferral of debt obligations into the future represents per
se an "other similar arrangement" for section 465(b)(4).
However, the presence of deferral provisions is another factor to
be considered in deciding whether a taxpayer is protected against
loss. See Santulli v. Commissioner, T.C. Memo. 1995-458.
One other element needs to be taken into account. As set
forth in our findings of fact, the purchase agreement and lease
agreement between Charterhouse and Hambrose, and the purchase
agreement between Hambrose and the partnership, each contained
provisions for indemnification. We think that these provisions
constitute collateral agreements under American Principals
Leasing Corp. v. United States, 904 F.2d at 482; see Wag-A-Bag
Inc. v. Commissioner, supra. We see the indemnification
agreements as constructing a "fire wall" which would have stopped
the spread of losses at Hambrose, with the effect of protecting
the partnership and decedent from loss.
In Hayes v. Commissioner, T.C. Memo. 1995-151, we analyzed a
similar partnership (Hambrose Leasing-5) involving Comdisco,
Hambrose, and Charterhouse. In that case, Comdisco was the
original purchaser of computer equipment, which was transferred
through Charterhouse and Hambrose to a partnership, subject to
third-party liens, and user and wrap leases. The transactions
contained the same type of circular payments, and the same type
of deferral provisions as in this case, and a functional
guarantee similar to the indemnification provisions herein. In
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