Estate of H.A. True, Jr. - Page 279




                                       - 42 -                                         
                   2.5 Advancement.  Prior to the time of execution                   
               [of this Appointment], my daughter, Tamma T. Hatten,                   
               * * * severed her financial ties with the True                         
               companies, and thus her potential inheritance has been                 
               fully satisfied during my lifetime.                                    
          There is no current expectation by Tamma Hatten, her mother, or             
          her brothers, that Jean True or any other member of the True                
          family will make any further financial provision for Tamma or her           
          family.17                                                                   
              E.  Use of Similar Buy-Sell Agreements in All True                      
              Companies Except White Stallion; Amendments and Waivers                 
              The buy-sell agreements (and related amendments) used by the            
          True family were substantially identical, except for White                  
          Stallion.  In general, the partnership buy-sell agreements                  
          mirrored True Oil’s partnership agreement, and the corporate buy-           
          sell agreements mirrored Belle Fourche’s Stockholders’                      
          Restrictive Agreement.  The buy-sell agreements were not tailored           
          to the specific type of business or industry in which each True             
          company operated, and they all shared the following attributes:             
          (1) Transfer restrictions, (2) mandatory purchase and sale                  
          requirements, (3) book value purchase price formulas derived                
          using the company’s customary accounting methods (tax basis), and           
          (4) active participation (by owner or spouse) requirements.                 

               17The only exception is the True Family Education Trust,               
          created by Dave and Jean True in 1983 (before Tamma Hatten’s                
          withdrawal) for the benefit of all the True children’s                      
          descendants.  Dave and Jean True contributed to this trust, which           
          is irrevocable, after their daughter’s withdrawal.  Therefore,              
          Tamma Hatten’s descendants have continued to derive financial               
          benefits from this trust.                                                   




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