Estate of H.A. True, Jr. - Page 287




                                       - 50 -                                         
          This provision was included in the White Stallion buy-sell                  
          agreement at Allen True’s request.                                          
              The White Stallion buy-sell agreement was amended and                   
          restated again on September 20, 1984, to reflect, inter alia,               
          Tamma Hattan’s withdrawal from the partnership.                             
              G.  Future of True Family Buy-Sell Agreements                           
              After Dave True’s death and Jean True’s subsequent sale of              
          most of her interests ,see infra pp. 53-55, the True sons alone             
          owned a majority of the True companies,22 and they have continued           
          the preexisting buy-sell agreements.  Under those agreements,               
          upon a brother’s death, his estate would be required to sell, and           
          the surviving brothers would be required to purchase, the                   
          deceased brother’s interest at book value.  At the death of the             
          last surviving brother, the beneficiaries of his estate would               
          receive 100-percent ownership of the True companies.  This                  
          scenario assumes that none of the True sons’ children become                
          actively participating owners of the True companies, which may or           
          may not happen in the future.                                               
              The True sons have considered this problem and discussed it             
          with Mr. Harris.  They have decided to wait until the conclusion            
          of this litigation before making any changes to the buy-sell                
          agreements.                                                                 


               22Jean True retained her interests in only True Drilling,              
          White Stallion, and Smokey Oil Co.                                          





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