Lowell L. and Marilyn A. Robertson - Page 31




                                       - 31 -                                         
                  Revenue Rulings to the Trust's indebtedness on                      
                  the Trust Note to Seller.                                           
                            *   *   *   *   *   *   *                                 
                       In contrast to the facts in Franklin, (i)                      
                  the Unitholders will be personally obligated to                     
                  pay the Trust Note, (ii) the Transaction will                       
                  generate cash flow, if Additional Rent is paid,                     
                  to the Trust and, therefore, to the Unitholders,                    
                  (iii) the Trust Note will require no lump sum                       
                  payments in the event of a default thereunder,                      
                  in order completely to amortize the principal and                   
                  (iv) in the opinion of the Appraiser, the fair                      
                  market value of the Equipment when purchased                        
                  will not be less than its purchase price and the                    
                  estimated residual value of the Equipment at the                    
                  end of the Leases could be expected to be at                        
                  least 20 percent of the purchase price.                             
                  [Emphasis added.]                                                   

                  As discussed above, however, it is apparent from the                
             face of the Appraisal that the value determination made by               
             the Appraisal is wrong.  It is based upon the present value              
             of the aggregate residual values of the equipment upon the               
             expiration of the initial user leases, rather than upon the              
             expiration of the 96-month master leases.  Accordingly, the              
             Appraisal cannot reasonably be relied upon to establish the              
             fact that "the fair market value of the Equipment when                   
             purchased will not be less than its purchase price."                     
                  Second, the fact that the equipment "should have a                  
             value at the end of the terms of the [Master] Leases (the                
             'residual value'), without regard to inflation, equal to                 
             or exceeding 20 percent of its cost" is one of the key                   






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