Thomas K. and Billie J. Scallen - Page 7




                                        - 7 -                                         

                    FURTHER                                                           
                    RESOLVED:                                                         
                    That any Vice President of this Company is hereby                 
                    authorized and directed to execute and deliver to                 
                    Thomas K. Scallen a check in the amount of                        
                    $150,000 in full consideration of the extension of                
                    said guaranty upon obtaining the consent of                       
                    Natwest to such payment.                                          
               At some point in or about 1988, Natwest made loans to IBC in           
          the aggregate principal amount of $25 million.  On June 1, 1988,            
          petitioner guaranteed up to $17.5 million of those loans.  The              
          guaranty states that “It is in the best interests of the                    
          undersigned [i.e., petitioner] that the Borrower, which is                  
          directly owned in part by the undersigned, be able to obtain the            
          loans provided for in the Loan Agreement”.  The board of                    
          directors for IBC determined that $175,000 was “a reasonable fee”           
          for petitioner’s guaranty and authorized the payment of that                
          amount to petitioner.                                                       
               On May 25, 1989, IBC Amusement Rides, Inc.,6 executed a term           
          note of $1.5 million in favor of Fantasy Rides, Inc., pursuant to           
          a purchase agreement by and among a number of parties including             
          IBC and Charles R. Wood, one of IBC’s directors.7  On May 26,               
          1989, petitioner and IBC executed a guaranty in favor of Fantasy            


               6IBC Amusement Rides, Inc., was a wholly owned subsidiary of           
          IBC.                                                                        
               7The purchase agreement and note related to the acquisition            
          of Charles R. Wood’s interests in Great Escape and Fantasy                  
          Island.                                                                     





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