United Cancer Council, Inc. - Page 54

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                    Your question is Will UCC be required to pay the                  
               escrow account back for this excess draw?                              
                    According to the terms of the agreement, I suppose                
               that technically you would have to do this.                            
                    However, since W&H does have knowledge that these                 
               transfers are taking place, we currently have no                       
               objection to this in light of our hope that we can                     
               overcome the deficits.  W&H would not request UCC to                   
               repay any overdraws unless we objected to a specific                   
               draw at the time it was taken or in the event that UCC                 
               would unreasonably interfere with W&H’s efforts to                     
               continue the mailing campaign to recover the deficits.                 
                    The worst thing that could happen is that should                  
               the deficits continue to grow or can not be reduced,                   
               and if UCC substantially overdraws its 50% program                     
               allocation, it could become necessary to reduce the                    
               draws to bring them back into balance.                                 
                    Should we determine this situation to be                          
               developing, I would like for us to sit down well in                    
               advance of such time and create plans so that a                        
               reduction would not adversely impact UCC’s operation.                  
          After reviewing Watson’s October 23, 1986, letter, petitioner’s             
          executive committee and executive director concluded that the               
          letter was not satisfactory for petitioner’s purposes and did not           
          relieve petitioner from having full recourse liability with                 
          respect to excess draws.                                                    
               Petitioner’s executive committee asked petitioner’s                    
          executive director “to contact * * * Watson to ask that he                  
          rewrite it [i.e., the October 23, 1986, letter] in time for our             
          auditors review.”                                                           
               Watson sent a new letter to petitioner’s executive director            
          on November 19, 1986.  The November 19, 1986, letter is                     
          substantially the same as the October 23, 1986, letter, except as           





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