Bill L. and Patricia M. Spencer - Page 39

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          that Mr. Spencer's testimony is corroborated by the fact that he            
          and Mr. Boozer pledged additional assets, personally owned by               
          them, as security for the bank loan.  Petitioners maintain that             
          the pledge of such additional assets goes beyond a mere guaranty            
          of a corporate debt and shows SCNB's intent to look primarily at            
          them for repayment.                                                         
               The record in the instant case does not persuade us that               
          SCNB primarily looked to the individuals for repayment.  It is              
          not surprising that a lender of a loan to a small, closely held,            
          corporation such as SPC-SC would seek the personal guaranty of              
          the corporation's shareholders.  Harris v. United States, 902               
          F.2d 439, 445 (5th Cir. 1990).  It is also not unusual that a               
          lender would require such shareholders to pledge collateral as              
          security for the guaranty.  Moreover, Mr. Spencer testified that            
          SCNB "obviously was looking at the operating assets of the                  
          company that were producing the revenue in order to provide the             
          proceeds or the funds to make the [bank loan] payments," which              
          testimony directly contradicts his contention that the bank                 
          looked primarily to him and Mr. Boozer for repayment of the bank            
          loan.                                                                       
               Contrary to Mr. Spencer's testimony, the record contains               
          ample evidence that SCNB primarily looked to SPC-SC for repayment           
          of the loan.  SCNB made the bank loan directly to SPC-SC, which             
          repaid the bank loan from its current corporate revenues; Mr.               





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