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2. Second Note Purchase Agreement
As of December 10, 1998, TroMetro and SMP entered into a
second note purchase agreement (the second note purchase
agreement) in which TroMetro agreed to purchase “10% of SMP’s
right, title and interest in and to the Note, representing a
$81,590,418 share of the face amount of the Note” (the $81
million receivable).45 The consideration for the $81 million
receivable was: (i) A $150,000 certified check; and (ii) a $1.25
million promissory note from TroMetro.
As of December 10, 1998, Mr. van Merkensteijn, as manager of
TroMetro, executed an “Unsecured Promissory Note” payable to SMP
in the amount of $1.25 million (the $1.25 million TroMetro note)
in connection with TroMetro’s purchase of the $81 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 10, 1999.
As of December 10, 1998, Mr. Lerner, as manager of SMP, and
Mr. van Merkensteijn, as manager of TroMetro, signed a document
entitled “Assignment.” Pursuant to this document, SMP assigned
45 The second note purchase agreement stated that SMP was
the holder of an $815,904,188.96 promissory note that SMHC had
issued.
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