Erickson Post Acquisition, Inc. - Page 4

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               Mr. Zimmerman executed a document entitled “Unlimited                  
          Guarantee”, dated May 29, 1996, pursuant to which he guaranteed             
          petitioner’s indebtedness to Amoco.  Mr. Zimmerman did not                  
          receive any compensation or other consideration from petitioner             
          in connection with the “Unlimited Guarantee”.                               
               Petitioner and Amoco executed a rider to the dealer supply             
          agreement dated June 5, 1996.  The rider contained additional               
          matters not contained in the supply agreement, including an                 
          option (in favor of petitioner) to renew the initial 5-year term            
          for two successive 5-year periods.                                          
               Amoco agreed to provide petitioner with certain equipment              
          and improvements, as well as a cash payment of $175,000                     
          characterized as a “loan”.  Amoco sent the $175,000 to petitioner           
          on or about June 18, 1996.                                                  
               Mr. Zimmerman executed a promissory note dated July 1, 1996,           
          evidencing petitioner’s obligation to repay the $175,000.2  The             
          promissory note provided for the repayment of $175,000 over 10              
          years in annual installments of $17,500 plus interest at the rate           
          of 6 percent per annum.  The first installment was due June 30,             


               2The note states that “the undersigned (‘Borrower’) promises           
          to pay to AMOCO OIL COMPANY, a Maryland corporation (‘Lender’ or            
          ‘Amoco’)”.  Although the note does not specify that Mr. Zimmerman           
          signed the note in his capacity as petitioner’s president, the              
          note clarifies that the note was entered into pursuant to the               
          terms of the dealer supply agreement and the rider between Lender           
          and Borrower.  Thus, we are satisfied that petitioner was the               
          promisor under the note.                                                    





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