CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 48

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          between March 29, 1997, and April 30, 2000, and July 31, 1997,              
          and October 31, 2002, respectively, all of which followed the               
          existing leases.  It also provided that CFP had the right to                
          receive rents on the K-Mart and Shared equipment during its                 
          master lease residual periods.  The master lease rental payments            
          due from CFP to EQ were equal to, coincided with, and were fully            
          offset by the installments owed to CFP by EQ under the $14.125              
          million equipment purchase note.                                            
               5.  On November 1, 1994, Johnson executed, on behalf of                
          CMACM in its capacity as managing partner of CFP, a remarketing             
          agreement with CLI (master remarketing agreement) providing that            
          CLI would be the exclusive remarketing agent for the leased                 
          equipment for the period between the expiration of the K-Mart and           
          Shared end-user leases and the expiration of the master lease.              
          The master remarketing agreement provided that revenue and                  
          proceeds from the lease, sale, or disposition of the leased                 
          equipment would be applied in the following order:  (1) Senior              
          financing; (2) reimbursement of CLI’s expenses; (3) reimbursement           
          of CFP’s (sublessor’s) expenses; (4) payment of a 5-percent fee             
          to CLI; and (5) payment of any remainder to CFP (sublessor).  The           
          master remarketing agreement also provided that the sublessor               
          (CFP) could terminate the agreement if, among other events, CLI             
          ceased its remarketing activities, filed for bankruptcy, or                 
          failed to perform its obligations under the agreement.  In                  






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