CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 32

                                       - 12 -                                         
          a .05-percent individual general partner; and Mithril Corp.--a              
          .9-percent corporate general partner.  In exchange for the leased           
          equipment, CFP issued its $15.05 million recourse promissory note           
          bearing 8 percent interest, payable within 60 days to ERA.  The             
          $15.05 million CFP promissory note was executed on behalf of                
          CMACM (as CFP’s general partner) by Gregory W. Johnson (Johnson),           
          a vice president of petitioner.  After the respective sales to              
          ERA and CFP in steps 1 and 2, the leased equipment remained                 
          subject to the debt incurred by CLI to purchase the equipment,              
          and liens that CLI had placed on the equipment and rents due                
          under the existing end-user leases.  In addition, following ERA’s           
          sale of the equipment to CFP, ERA placed liens on the equipment             
          to secure payment of CFP’s $15.05 million note to ERA.                      
               3.  Also on November 1, 1994, CFP sold the leased equipment            
          for $14,872,910 to EQ Corp. (EQ), subject to the existing end-              
          user leases to K-Mart, Shared, and others.  ERA consented to the            
          sale of the leased equipment from CFP to EQ.  Joel Mallin                   
          (Mallin), a lawyer in New York, held a major and/or controlling             
          interest in EQ and its vice president was Joel Klein (Klein), who           
          rented office space from Mallin.  EQ paid for the leased                    
          equipment by issuing to CFP a “$14.125 million Secured Limited              
          Recourse Installment Note” and a “$747,910 Secured Recourse                 
          Promissory Note”, both of which had a 12-percent interest rate.             
          The $14.125 million installment note was payable:                           






Page:  Previous  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  Next

Last modified: May 25, 2011