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C. TroMetro’s Purchases of SMP’s Receivables
In 1997 and again in 1998, TroMetro purchased from SMP
portions of the $974 million in receivables that Generale Bank
had contributed to SMP in 1996.
1. First Note Purchase Agreement
As of December 19, 1997, TroMetro and SMP entered into a
note purchase agreement (the first note purchase agreement) in
which TroMetro agreed to purchase “SMP’s right, title and
interest in and to the $150,000,000 Note” (the $150 million
receivable). The consideration for the $150 million receivable
was: (i) A certified check of $230,000; and (ii) a promissory
note that TroMetro executed in an unspecified amount. SMP agreed
to deliver to TroMetro, at the closing of the transaction, a $150
million note endorsed by SMP and payable to the order of
TroMetro.
As of December 19, 1997, Mr. van Merkensteijn, as manager of
TroMetro, executed an “Unsecured Promissory Note” payable to SMP
in the amount of $2,284,000 (the $2,284,000 Trometro note) in
connection with TroMetro’s purchase of the $150 million
receivable. The terms of this note provided that interest would
accrue at 7 percent per annum, that interest and principal would
be fully amortized over 5 years, and that interest and principal
payments would be due and payable in five equal annual
installments beginning December 19, 1998.
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