CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 43

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               (i) in eleven (11) equal consecutive semi-annual                       
               installments of $1,446,718 on April 30th and October                   
               31st of each year, and (ii) thereafter in five (5)                     
               equal consecutive semi-annual installments of $501,782                 
               on April 30th and October 31st of each year, commencing                
               April 30, 1995, through and including October 31, 2002.                
          The $747,910 short-term promissory note was payable 60 days after           
          November 1, 1994.  CFP also placed liens on the equipment to                
          secure EQ’s note obligations to CFP.                                        
               4.  On November 1, 1994, after CFP’s sale of the equipment             
          to EQ in step 3 above, CFP leased the equipment back from EQ                
          under a wraparound lease encompassing the existing end-user                 
          equipment leases (master lease).  The existing Shared and K-Mart            
          end-user leases expired no later than March 29 and July 31, 1997,           
          respectively.  The master lease expired on April 30, 2000, for              
          the Shared equipment, and on October 31, 2002, for the K-Mart               
          equipment, respectively.5  The master lease, among other things,            
          provided that CFP’s master lease residual interests in the K-Mart           
          and Shared end-user lease equipment consisted of residual periods           


               5The master lease also covered:  (1) Computer equipment                
          subject to an existing end-user lease with the Health Ins. Plan             
          of Greater N.Y. (HIP NY), (2) computer equipment subject to an              
          existing end-user lease with Martin Marietta Corp. (Martin                  
          Marietta), and (3) satellite dish equipment subject to an                   
          existing end-user lease with Amoco Corp. (Amoco).  The HIP NY               
          end-user lease expired on Dec. 31, 1997; the Martin Marietta end-           
          user lease expired on May 31, 1997; and the Amoco end-user lease            
          expired on Mar. 31, 2000.  As to this foregoing equipment, the              
          master lease ran:  (1) From Nov. 1, 1994, through Apr. 30, 2000,            
          in the case of the HIP NY equipment; (2) from Nov. 1, 1994,                 
          through Apr. 30, 2000, in the case of the Martin Marietta                   
          equipment; and (3) from Nov. 1, 1994, through Oct. 31, 2002, in             
          the case of the Amoco equipment.                                            




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