O. D. McKee and Estate of Anna Ruth McKee, Deceased, R. Ellsworth McKee and Jack C. McKee, Co-Executors - Page 9

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          installments and, thus, maintain discretion as to when and how              
          many shares were to be offered to the Company at the price                  
          dictated by the agreements at the time of purchase; second, an              
          executor could choose to offer to the company all of the shares             
          not transferred to "permitted transferees", and the Company was             
          obligated to buy the number of the estate's shares necessary to             
          provide funds equal to the amount of State inheritance and                  
          Federal estate taxes and administration expenses.                           
               The Company’s available cash and loan sources were strained            
          at decedent’s death.  The Company’s total cash outlay for stock             
          redeemed during the fiscal year ending June 30, 1989, was                   
          approximately $38 million.  The Company also made capital                   
          investments of approximately $62 million for expansion of                   
          facilities during the same fiscal year.  The Company anticipated            
          expenditures of approximately $30 million for the following                 
          fiscal year.                                                                
               On March 26, 1990, the due date for payment of decedent’s              
          estate's Federal estate and State death taxes, the executors                
          borrowed $5,522,000 from the Company in exchange for an unsecured           
          demand note bearing interest at 11 percent for a period of 85               
          days (First Company Loan), which produced an interest expense of            
          $143,418.61.  All proceeds for the First Company Loan together              
          with the assets disclaimed by decedent's surviving spouse were              
          applied towards the payment of decedent's estate's Federal estate           
          tax of $5,924,933 and decedent's estate's State death taxes of              




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