TERMINATION OF LOAN AND RELATED AGREEMENTS
This Termination of Loan and Related Agreements, dated as of November 1,
2005 (the "Termination Agreement"), is executed by and among the signatories
hereto.
Recitals
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A. On March 15, 2002, Xxxxxx Charitable Remainder Trust (the "Trust") made
a loan of $1,000,000 (the "Loan") to Xxxxxx Xxxxxxx Boxing, Inc. ("Boxing"), an
affiliate of Xxxxxx Xxxxxxx Promotions, Inc. ("CKP"). The Loan (i) is evidenced
by the 10% Senior Promissory Note dated Xxxxx 00, 0000 (xxx "Xxxx"), (xx) is
secured by the Pledge and Security Agreement, dated as of March 15, 2002 and as
amended as of May 9, 2003 (as so amended, the "Pledge Agreement"), by and among
Big Content, Inc., the Trust and Xxxxxxxxxx Investments, LLC ("Xxxxxxxxxx") and
(iii) has the benefit of the Guarantee Agreement, dated as of April 30, 2002, by
Xxxxxx Xxxxxxx Promotions, Ltd. ("Promotions"), CKP (formerly known as
"Zenascent, Inc.") and Big Content, Inc. (the "Guarantee Agreement").
B. On February 10, 2005, Xxxxxxxxxx, the Trust, CKP, Promotions and Boxing
executed a Term Sheet for Modification of Loan and Consulting Arrangements (as
amended by the letter agreements dated as of March 9, 2005, June 21, 2005,
August 16, 2005 and October 3, 2005 and hereinafter referred to as the "Term
Sheet").
C. In accordance with the Term Sheet, Xxxxxxxxxx, the Trust, CKP,
Promotions and Boxing are entering into the more Definitive Documentation
evidencing the transactions contemplated by the Term Sheet (the "Definitive
Documentation").
Agreement
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In consideration of the agreements contained herein, the parties hereto
hereby agree as follows:
Section 1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Term Sheet.
Section 2. Termination.
(a) Concurrently with the execution and delivery of this Termination
Agreement, CKP is delivering to Xxxxxxxxxx the Warrants required by the Term
Sheet. CKP agrees to (i) deliver to Xxxxxxxxxx by November 8, 2005 a stock
certificate representing the 800,000 shares of Common Stock required by the Term
Sheet (the "Shares") and (ii) pay, on behalf of Boxing, Xxxxxxxxxx on December
15, 2005 in immediately available funds, the sum of $257,000 (the "Cash
Payment"). The Warrants, the Shares and the Cash Payment with (i) the aggregate
payments of $143,000 previously made by CKP to Xxxxxxxxxx and (ii) the other
consideration provided for under the Term Sheet and the more Definitive
Documentation will constitute full payment of the amounts owed under the Note
pursuant to the Term Sheet.
(b) Conditioned upon (i) the receipt of good same day funds for the Cash
Payment, (ii) the receipt of the Shares and (iii) execution by and among
Xxxxxxxxxx, the Trust, CKP, Promotions and Boxing of the Definitive
Documentation, (A) the Loan is hereby terminated and of no further force or
effect; (B) the Trust will deliver to Boxing the Note, marked "cancelled" or an
Affidavit of Lost Note by November 8, 2005, (C) the Pledge Agreement is hereby
terminated and (D) the Guarantee Agreement is hereby terminated. The Trust and
Xxxxxxxxxx agree to file a UCC-3 Termination Statement with the Secretary of
State of the State of Delaware evidencing the release of the security interest
created by the Pledge Agreement promptly after receipt of the Cash Payment.
Notwithstanding anything to the contrary contained in the foregoing, in the
event the Shares and/or the Cash Payment are not delivered to Xxxxxxxxxx in
accordance with sub-clause (a) above, the Trust and Xxxxxxxxxx may (i) extend
the due date for receipt of the Shares and/or the Cash Payment or (ii)(a)
rescind this Termination Agreement and the more Definitive Documentation and (b)
return the Warrants and Shares, if delivered, in which case the transactions
contemplated by the Term Sheet must be documented and consummated again.
Section 3. Miscellaneous. This Termination Agreement is a contract made
under and shall be construed in accordance with and governed by the laws of the
state of New York (without regard to the choice of law principles thereof). This
Termination Agreement shall benefit and bind the parties hereto and their
respective assigns, successors and legal representatives. This Termination
Agreement may be executed in two or more counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument. All titles or
headings to the sections or other divisions of this Termination Agreement are
only for the convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such sections,
subsections or the divisions, such other content being controlling as to the
agreement between the parties hereto. In the event of any dispute arising under
this Termination Agreement, the parties agree to submit such dispute to
arbitration pursuant to the rules of the American Arbitration Association in New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed as of the date first above written.
XXXXXX CHARITABLE REMAINDER TRUST
By: /s/Adrenee English
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Name: Adrenee English
Title: Trustee
XXXXXX XXXXXXX BOXING, INC.
By: /s/ Xxxxx XxXxxxxxx
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Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
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XXXXXXXXXX INVESTMENTS, LLC
By: /s/ Xxxxxxx X. English
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Name: Xxxxxxx X. English III
Title: Managing Member
BIG CONTENT, INC.
By: /s/ Xxxxx XxXxxxxxx
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Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
XXXXXX XXXXXXX PROMOTIONS, INC.
By: /s/ Xxxxx XxXxxxxxx
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Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
XXXXXX XXXXXXX PROMOTIONS, LTD.
By: /s/ Xxxxx XxXxxxxxx
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Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
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