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A second, related agreement, entitled "Agreement" (the
related agreement), also was executed on various dates in March
1981 by many of the same parties (including Teresa). The related
agreement recites that it: “is made as an additional inducement
and consideration for the cash payments [$1,600,000] to Parker
and promissory notes to Bradish and in recognition that money has
been borrowed by Thoner, Murray and Chaky to obtain funds to
purchase the Bradish Group Interest.” In essence, the related
agreement treats the $1,600,000 cash paid to Parker as a loan
with respect to which Parker never would repay principal but on
which he would pay interest for 4 years. If he defaulted on his
obligation to pay interest, then he was obligated to pay
liquidated damages. The sole security for those liquidated
damages was certain of the notes received pursuant to the
assignment agreement, including the $2 million notes.
Bradish endorsed one of the $2 million notes to the order of
Teresa, and he endorsed the other to the order of Teresa as
custodian for Tracy. The $2 million notes (so endorsed) were
received by Parker, who delivered them to Teresa sometime in
1981. Teresa immediately placed the two $2 million notes in her
lock box at a bank. Sometime after receiving the $2 million
notes, Teresa endorsed to Tracy the one held by her as custodian
for Tracy.
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