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George K. Hagglund seconded (Mr. Charles R. Wood and
Mr. Thomas K. Scallen abstaining), the following
resolutions were adopted:
NOW, THEREFORE,
BE IT RESOLVED:
That, in consideration of the extension of his
personal guaranty of the obligation of the Company
to Charles Wood, the reasonable value of which, in
the opinion of the Board of Directors, other than
Thomas K. Scallen and Charles Wood, is at least
equal to the amount of $150,000. The compensation
for the extension of such guaranty in the amount
of $150,000 is hereby ratified and confirmed.
In 1990, petitioner guaranteed a loan of $8.5 million from
Natwest to IBC. The board of directors for IBC authorized a
guaranty fee of 1 percent ($85,000) be paid to petitioner.
On February 23, 1990, petitioner executed a guaranty in
favor of Natwest with respect to a $60 million loan made by
Natwest and other banks to IBC. The guaranty states that “The
Guarantor [i.e., petitioner] is a shareholder of the Borrower and
will derive benefits, both directly and indirectly, by virtue of
the loans being made to the Borrower”.
IBC paid to petitioner loan guaranty fees of $150,000,
$175,000, $150,000, and $85,000, in 1987, 1988, 1989, and 1990,
respectively, for the various guaranties discussed above.
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