Carol M. Read, et al. - Page 15




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                         *    *    *    *    *    *    *                              
                    Pledgee shall thereafter account to Pledgor                       
                    for any surplus proceeds, which shall be paid                     
                    over to Pledgor.  Pledgor shall remain liable                     
                    to Pledgee for any deficiency. * * *                              
                         (b)  Pledgee may declare the unpaid                          
                    balance of indebtedness immediately due and                       
                    payable and retain the pledged shares in                          
                    satisfaction of Pledgor's obligations under                       
                    * * * [installment promissory note] and under                     
                    this Agreement. * * *                                             
                         (c)  Pledgee may declare the unpaid                          
                    balance of indebtedness immediately due and                       
                    payable and thereafter exercise all rights                        
                    and remedies afforded a secured party under                       
                    the provisions of the Uniform Commercial Code                     
                    in force in Florida as of the date of this                        
                    Agreement.                                                        
               Since February 5, 1986, Mr. Read has owned 100 percent of              
          the outstanding voting common stock of MMP.  At the time of Ms.             
          Read’s February 5, 1986 transfer of MMP stock and during the                
          years at issue, MMP's ESOP owned 4,961 shares of class B nonvot-            
          ing common stock of MMP.                                                    
               MMP classified the installment promissory note as a liabil-            
          ity on its balance sheet for each of the years 1988, 1989, and              
          1990.  Pursuant to that note, MMP made the following payments of            
          principal and interest to Ms. Read during the years indicated:              
                                   1988        1989      1990                         
                    Principal      $50,000   $50,000   $50,000                        
                    Interest       49,235    44,735    40,235                         
          MMP deducted the interest payments that it made to Ms. Read                 
          during each of the years 1988, 1989, and 1990 in its Federal                





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