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In addition, PK Ventures agreed to deliver to Joyce Western
nonnegotiable promissory notes in the following principal amounts
for the balances of the base purchase prices:
Corporation Promissory Note Amount
SLPC $110,000
TBPC 650,000
TPC 40,000
Also on December 30, 1986, PK Ventures entered into an
Interim Loan Agreement (ILA) with Norstar Bank (Norstar) in
connection with its purchase of the stock of SLPC, TBPC, TPC, and
TPTC. The ILA was a precursor to the permanent financing
arrangement that PK Ventures was to enter into with Norstar in
connection with this transaction. The ILA required Norstar,
inter alia, to make a loan to PK Ventures in the form of a
revolving line of credit in the maximum principal amount of
$1.6 million. This loan was secured by an irrevocable letter of
credit that the Summit Trust Co. (Summit Trust) issued in favor
of PK Ventures on December 31, 1986. The terms of the loan
required that all outstanding principal amounts bear interest at
a rate equal to three-fourths of 1 percent above Norstar’s stated
prime rate, that payments of accrued interest and outstanding
principal amounts be made monthly, and that the entire
outstanding principal balance plus accrued interest become due
and payable at the time that the permanent financing was
finalized. Advances under this loan were to be made, inter alia,
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