Ambase Corporation, f.k.a. The Home Group Inc. - Page 13




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          by the end of 1981.6  The consolidated HGI note was                         
          unsubordinated and unsecured, was dated as of January 1, 1980,              
          and was payable on August 1, 1980, or upon demand thereafter.               
          The stated interest rate on the consolidated HGI note was never             
          paid but instead was accrued by Finance as an additional asset.             
               6. Operations of Finance                                               
              The managing directors of Finance included a Netherlands               
          Antilles trust company and various officers of City.  Finance had           
          no employees during the period 1977 through 1985.  During the               
          years at issue, Finance held annual meetings of its shareholders            
          and prepared annual financial reports.  Finance also filed annual           
          tax returns with the Netherlands Antilles tax authorities.  City            
          paid the general and administrative expenses of operating                   
          Finance, including the taxes owed by Finance to the Netherlands             
          Antilles.                                                                   
               In general, when an interest payment on the 8-3/4-percent              
          notes or the FR notes was due and payable by Finance, City would            
          wire the amount of the interest payment into Finance’s bank                 
          account, which would then be paid out to the fiscal agent in                
          charge of paying the note holders on the same day.  The remaining           
          interest due to Finance from City under the terms of the 1977 and           



               6 Petitioner has not been able to establish the exact date             
          of execution of the consolidated HGI note.  The earliest document           
          in the record mentioning the consolidated HGI note is the 1981              
          annual report of HGI.                                                       





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