Herbert L. Whitehead and Jennifer L. Whitehead - Page 11




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               the terms and provisions hereof, will result in the                    
               creation or imposition of any lien, charge or encum-                   
               brance upon any of the Stanford Shares, or conflict in                 
               any way with the provisions of, or constitute a default                
               under, or require the consent of any other party to,                   
               any loan agreement, indenture, mortgage, deed of trust,                
               agreement, or other instrument to which Stanford or the                
               Company is a party or by which it may be bound.                        
                         c.   Neither the execution of this Agreement                 
               nor consummation of the sale of the Stanford Shares                    
               requires the approval or consent of any governmental                   
               authority having any jurisdiction over the Company’s                   
               business or of any party to any agreement with the                     
               Company or Stanford, other than such consents as have                  
               been previously obtained.                                              
               On September 13, 1991, Mr. Whitehead signed a promissory               
          note (promissory note), pursuant to which he agreed to pay Mr.              
          Stanford the principal amount of $178,000, plus interest in                 
          accordance with that note, in exchange for Mr. Stanford’s 35,280            
          shares of Burien Nissan stock.  The promissory note provided that           
          no principal payments were to be made under the note until the              
          so-called option closing date, which was the date on which Burien           
          Nissan completed its purchase pursuant to the option set forth in           
          the May 25, 1990 stock purchase agreement of the 61,200 remaining           
          Johnston shares of Burien Nissan stock.  The promissory note                
          further provided:  (1) On a date that was three years after the             
          option closing date, interest on the unpaid principal balance of            
          the note was to begin to accrue, and (2) on a date that was eight           
          years after the option closing date, the entire principal balance           
          under the note was due and payable in full.                                 
               On a date not disclosed by the record, the sale on September           





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Last modified: May 25, 2011