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In the second transaction, F/S Computer sold the computer
equipment to F.S. Venture for the stated price of $2,056,060.
F.S. Venture paid $20,000 in cash to F/S Computer, issued to F/S
Computer a promissory note in the amount of $1,982,289, and
assigned to F/S Computer the right to receive an additional
$53,771 due from Petunia.
The loan documentation and the promissory note of F.S.
Venture in favor of F/S Computer do not indicate whether this
loan was made on a recourse or nonrecourse basis. F/S Computer
did not receive a security interest in the computer equipment or
any other collateral with regard to the $1,982,289 promissory
note it received from F.S. Venture.
F.S. Venture did not assume the debt obligation of Alanthus
or of F/S Computer with regard to the $1,868,657 loan of MHLC.
Further, under a commitment agreement dated June 30, 1980,
between F/S Computer and F.S. Venture (Commitment Agreement), F/S
Computer agreed, for the benefit of F.S. Venture and all
subsequent purchasers of the computer equipment including
Petunia, to satisfy all principal and interest payment
obligations relating to the $1,868,657 MHLC loan and all monthly
lease payments relating to the end-user lease. The Commitment
Agreement expressly provided as follows:
In order to induce * * * [F.S. Venture] to acquire the
Equipment subject to the * * * [MHLC loan] * * * [F/S
Computer] hereby agrees, for the benefit of * * * [F.S.
Venture] and any subsequent purchaser of the Equipment
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