Henry and Esther Misle - Page 13




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            were to be deposited.13  Second, HJA, NBC, Henry, Abram, and                               
            Julius entered into an agreement dated August 27, 1990 (the sweep                          
            account agreement), which established the sweep account agreed                             
            upon in the side letter agreement.  The sweep account agreement                            
            required HJA to deposit the covenant not to compete payments                               
            ($23,767 per month for 120 months) into the sweep account.  It                             
            also required NBC to make specified disbursements of those                                 
            deposited funds, including $7,999 per month to FirsTier and                                
            $6,393 per month to Chevrolet “until the obligation of HM is                               
            fully paid”.14  The remainder of the sweep account funds was to                            
            be paid to Henry and to the appropriate Federal, State, and city                           
            income tax agencies to satisfy Henry’s tax obligations resulting                           
            from the purchase of his stock and the covenant not to compete                             
            payments.                                                                                  
                  4.  The Sweep Account Payments                                                       
                  Pursuant to the EOA and the side letter agreement, HJA paid                          
            the option price to Henry and began to deposit the covenant not                            
            to compete payments into the sweep account.  HJA continued to                              



                  13Henry and Esther attached the side letter agreement to                             
            their 1992 Federal income tax return.                                                      
                  14The monthly payment to FirsTier under the sweep account                            
            agreement equaled the monthly payment required by the FirsTier                             
            note signed by Henry and Esther in their individual capacities,                            
            as modified by the Apr. 5, 1990, term note.  The monthly payment                           
            to Chevrolet under the sweep account agreement equaled the                                 
            monthly payment Henry was required to make on the Chevrolet debt.                          





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Last modified: May 25, 2011