Estate of Marcia P. Hoffman, deceased, Elisabeth Hoffman, Personal Representative - Page 5




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          the dates.  Paragraph 6.6B provided:                                        
                    B.  The parties contemplate that there shall be to                
               each of them, as shareholders in * * * [WLI and SCC],                  
               distributions, from time to time, that will otherwise                  
               be effectuated pursuant to the articles and bylaws of                  
               the subject corporations, as well as Florida law.  In                  
               that regard, the Husband hereby personally guarantees                  
               to the Wife, the following distributions on or before                  
               the time hereinafter provided * * *                                    
          The dates and amounts of the distributions provided as part of              
          Mr. Hoffman’s guaranty obligation were as follows:                          
                         Date                     Amount                              
                         12/31/1994               $100,000                            
                         12/31/1996               250,000                             
                         12/31/1998               300,000                             
                         12/31/2000               400,000                             
                         12/31/2002               500,000                             
                         12/31/2004              450,000                              
                         Total               2,000,000                                
          The remainder of paragraph 6.6B provided:                                   
                    The parties’ current relationship as shareholders                 
               of * * * [SCC and WLI] as well as the current financing                
               relationships with the Bank of Boston authorize and                    
               contemplate distributions to the shareholders for the                  
               purpose of paying income taxes on undistributed,                       
               taxable income to the shareholders.  None of the                       
               foregoing guaranteed distribuitions [sic] shall be                     
               deemed to be reduced by any distributions to the                       
               shareholders made solely for the purpose of paying                     
               federal income taxes due upon undistributed, taxable                   
               income to said shareholders from the Subchapter S                      
               corporations.  It is the intention of this paragraph                   
               that the Husband shall personally guarantee to the                     
               Wife, the distributions as set forth above from the                    
               corporations, on a cumulative basis, on or before the                  
               dates indicated.  In the event such distributions are                  
               not made pursuant to the aforementioned paragraph                      
               consistent with the articles and bylaws of the                         
               applicable corporations, then Husband shall be                         
               personally obligated to pay the aforementioned funds to                
               the Wife, on or before the dates above.  In the event                  
               that the Husband is required to personally fund such                   





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