InterTAN, Inc. - Page 4

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               whether the customer be bound alone or with another or                 
               others and whether as principal or surety (such debts                  
               and liabilities being hereinafter called the “liabili-                 
               ties”); the liability of the undersigned hereunder                     
               being limited to the sum of Twenty-One Million Canadian                
               (C$21,000,000.00) Dollars [approximately $16,382,100 on                
               June 30, 1993] together with interest * * *                            
               AND THE UNDERSIGNED AND EACH OF THEM (IF MORE THAN ONE)                
                  *       *       *       *       *       *       *                   
               (5) All indebtedness and liability, present and fu-                    
               ture, of the customer to the undersigned [petitioner]                  
               or any of them are hereby assigned to the Bank and                     
               postponed to the liabilities, and all moneys received                  
               by the undersigned * * * shall be received in trust for                
               the Bank and forthwith upon receipt shall be paid over                 
               to the Bank, the whole without in any way limiting or                  
               lessening the liability of the undersigned under the                   
               foregoing guarantee; and this assignment and postpone-                 
               ment is independent of the said guarantee and shall                    
               remain in full effect notwithstanding that the liabil-                 
               ity of the undersigned or any of them under the said                   
               guarantee may be extinct.  The term “Liabilities”, as                  
               previously defined, for purposes of the postponement                   
               feature provided by this agreement, and this section in                
               particular, includes any funds advanced or held at the                 
               disposal of the customer under any line(s) of credit.                  
               At some point between July 1 and October 22, 1992, it was              
          determined that petitioner’s anticipated Federal income tax (tax)           
          for its tax year ended June 30, 1993, would be approximately $4.1           
          million.  Petitioner retained Price Waterhouse to review its tax            
          planning options and to make recommendations to minimize peti-              
          tioner’s anticipated tax for that year (Price Waterhouse’s review           
          and recommendation).                                                        
               Steve Wolf (Mr. Wolf) was the Price Waterhouse partner                 

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Last modified: May 25, 2011