Nicole Rose Corp., formerly Quintron Corporation - Page 8




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          Sublease.  This $25 million (taking into account the time value             
          of money) apparently corresponded generally to approximately 90             
          percent of the total lease payments to be paid during the                   
          remaining 6-year term of the Brussels Leaseback.                            
               By prearrangement, with receipt from ABN of the $25 million            
          in prepaid lease payments, the $25 million was transferred into a           
          trust fund (the Trust Fund) to secure Pierson’s right to receive            
          the lease payments due under the remaining 6-year term of the               
          Brussels Leaseback.                                                         
               Under the December 12, 1991, assignment to Atrium of ABN’s             
          interest in the Brussels Leaseback, even though Pierson was                 
          secured for the lease payments due from Atrium under the Brussels           
          Leaseback, Atrium was stated to be nominally obligated on the               
          lease payments due thereunder (which as stated were to be paid              
          directly to Pierson as lender).  Pierson, however, had no                   
          recourse to Atrium on the Pierson loan.  Pierson’s recourse                 
          thereon was limited to the equipment covered by the Brussels                
          Leaseback and to the $25 million that was transferred into the              
          Trust Fund.                                                                 
               As creditor on Brussels Airport’s purchase of the equipment            
          from ABN and as the entity to whom the ABN end-user lease                   
          payments ultimately were due to be paid under the Brussels                  
          Leaseback, the beneficiary of the Trust Fund was Pierson.  Even             
          though Pierson, however, was the beneficiary of the Trust Fund              






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Last modified: May 25, 2011