United Cancer Council, Inc. - Page 55

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          follows:  (1) The November 19 letter omits the October 23, 1986,            
          paragraph that states “According to the terms of the agreement, I           
          suppose that technically you would have to do this [i.e., repay             
          the excess draw]”; and (2) the November 19 letter replaces the              
          phrase “the draws” by the phrase “future draws” after “reduce” in           
          the October 23 letter clause “it could become necessary to reduce           
          the draws to bring them back into balance.”                                 
               On December 12, 1986, petitioners executive director sent a            
          letter to Watson about the treatment of general and                         
          administrative costs under the Contract.  In the course of this             
          letter, he pointed out that the auditors “were in the office to             
          begin preliminary work on the 1986 Financial Statements.”                   
               Petitioner and W&H executed an addendum to the Contract on             
          April 8-9, 1987.  The addendum provides that, beginning with                
          1986, petitioner would not have to repay draws taken in excess of           
          its 50 percent of its housefile income, to the extent sufficient            
          net fundraising revenue was not raised.  The addendum states that           
          such excess draws would be treated in the same manner as prospect           
          mailing debts for purposes of the Contract.  The addendum further           
          provides that petitioner’s monthly draws would be agreed to in              
          writing by W&H and petitioner, and requires W&H to give 90 days’            
          prior written notice to petitioner in order to effectuate any               
          reduction in the monthly draws.  Petitioner’s then-chairman                 
          believed that W&H agreed to the April 1987 addendum--especially             
          the nonrefundability of the draws--because W&H hoped that it                




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