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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)
HEREBY JOINTLY AND SEVERALLY AGREE(S) WITH THE BANK AS
FOLLOWS:
* * * * * * *
(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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