ASSIGNMENT AGREEMENT
This Agreement dated as of July 14, 1997 ("ASSIGNMENT AGREEMENT") between
TWENTIETH CENTURY FOX FILM CORPORATION, a Delaware corporation ("FOX"), on the
one hand, and CINERGI PRODUCTIONS INC. now named CINERGI PICTURES ENTERTAINMENT
INC., a Delaware corporation ("CPEI") and CINERGI PRODUCTIONS N.V. INC., a
Delaware corporation ("CPNV"), previously known as CINERGI PRODUCTIONS N.V., on
the other hand (collectively, "CINERGI"), is made with reference to the
following facts:
X. Xxx and Cinergi entered into a One Picture Theatrical Motion Picture
License Agreement dated as of April 15, 1994 ("ONE PICTURE LICENSE") with
respect to the production of a Theatrical Motion Picture entitled "DIE HARD WITH
A VENGEANCE" f/k/a "DIE HARD 3" ("PICTURE"), whereby Fox transferred certain
rights to Cinergi and Cinergi assumed all obligations of Fox in connection
therewith as such rights related to the Picture.
X. Xxx and Cinergi entered into a Memorandum of Agreement, dated as of
September 9, 1992, as amended ("FOX AGREEMENT"), relating to the financing,
distribution and exploitation of the Picture. Pursuant to the Fox Agreement,
all of the distribution and exploitation rights in and to the Picture were
divided into the "FOX RIGHTS" as set forth on Exhibit "A" attached hereto, and
the "CINERGI RIGHTS", as set forth on Exhibit "B" attached hereto.
C. Cinergi and Buena Vista International Inc. ("BVI") entered into that
certain agreement dated as of September 10, 1992 ("BVI AGREEMENT"), whereby
Cinergi licensed certain of the Cinergi Rights to BVI to distribute and exploit
the Picture in certain foreign territories ("BVI RIGHTS") , which rights are set
forth and attached hereto as Exhibit "C".
D. Cinergi engaged Summit Entertainment L.P. and Summit UK Ltd. as sales
agents (collectively "SUMMIT") to license certain of the Cinergi Rights in the
Picture to subdistributors in certain foreign territories ("SUMMIT RIGHTS")
pursuant to the "SUMMIT AGREEMENT(S)". With respect to the Summit Agreements,
each subdistributor, and a summary of certain of the respective distribution
rights, territories and terms are set forth and attached hereto as Exhibit "D".
X. Xxx and Cinergi now wish to enter into an agreement to transfer to Fox
certain rights and obligations of Cinergi in connection with the Picture.
NOW, THEREFORE, in consideration of the following covenants and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. CONDITIONS PRECEDENT: Except for those obligations which vest upon the
signature of this Assignment Agreement or conditions which must be satisfied
upon the signature of this Assignment Agreement, as more fully set forth below
in Paragraph 16., Fox and Cinergi's obligations under this Assignment Agreement
are conditioned upon the following "CONDITIONS PRECEDENTS": (a) a due diligence
review by Fox, to be completed to
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Fox's satisfaction within 5 business days of the date of this Assignment
Agreement, of the relevant portions of all documents and agreements
(including, but not limited to, agreements with third party distributors,
status of residual payments, etc.), to be provided by Cinergi, as required by
Fox in connection with the Picture and the Assignment Agreement; (b) the
approval of Cinergi's stockholders of the sale of substantially all of the
assets of Cinergi; (c) consummation of all of the transactions contemplated
by the Purchase and Sale Agreement dated April 3, 1997 between Cinergi and
Xxxx Disney Pictures and Television ("WDPT")(the "LIBRARY AGREEMENT", as such
agreement may be amended from time to time by the parties thereto), including
without limitation the delivery by Cinergi and WDPT to one another of all
consideration to be delivered at the closing under the Library Agreement (the
"WDPT CLOSING").
2. CLOSING: The closing of this Assignment Agreement ("FOX CLOSING") and the
assignment of rights hereunder shall take place concurrently with the WDPT
Closing of the Library Agreement. Cinergi represents and warrants that the
Library Agreement has been signed by the parties thereto. If the Library
Agreement terminates or is terminated prior to the Fox Closing, then this
Assignment Agreement will automatically terminate. If this Assignment Agreement
is terminated pursuant to the provisions of this Paragraph, then all of the
obligations of the parties hereto will terminate without liability of either
party to the other and neither party shall have any remedies at law or at equity
against the other. Except as set forth in the immediately preceding two
sentences, neither party shall have the right to terminate this Assignment
Agreement and if either party is in breach of this Assignment Agreement, each
party's remedies shall be as provided in Paragraph 18.(c).
3. ASSIGNMENT OF RIGHTS: At the Fox Closing at which payment of the Purchase
Price (as hereinafter defined in Paragraph 11.) is required to be made for the
Fox Closing to be effective, Cinergi shall irrevocably and perpetually transfer
and assign to Fox, its successors, assigns and licensees, in perpetuity and
throughout the universe, all of Cinergi's present and future right, title and
interest in and to the Picture ("GRANTED RIGHTS"), subject to the license of the
BVI Rights during the BVI Term (as hereinafter defined) and the license of the
Summit Rights during the Summit Terms (as hereinafter defined) and Cinergi's
right to receive certain revenues derived under the Summit Agreements (as more
specifically described below), which Granted Rights include without limitation
those rights derived as follows:
(a) DOCUMENTS: The Granted Rights include any and all of the rights
either granted to Cinergi or held by Cinergi in connection with the Picture
in or under the following documents:
(i) The Fox Agreement, which rights include, without limitation,
(A) the Cinergi Rights; (B) Cinergi's copyright ownership in the
Picture and all elements thereof (copyright in the Picture and all
elements thereof are currently vested jointly in Fox and Cinergi),
including, without limitation, all advertising, promotional and
marketing materials in connection with the Picture (e.g., press kits,
EPKs, movie posters, web sites, and promotional films); (C) the right
to retain or receive any amounts pursuant to Paragraphs 8.(a)(ii),
8.(b)(ii) and 8.(c)(ii) of the Fox Agreement; and (D) any right or
interest in connection with any Sequel or Remake of the Picture,
including without limitation, any right of
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first negotiation/last refusal or any right to receive passive
payments. The parties hereto acknowledge and agree that (1) Fox
shall have no obligation to remit to or share with any party,
including Cinergi, any revenue from the exploitation of the Fox
Rights, (2) Fox shall have no obligation whatsoever to account to,
render accounting statements to, or make payment to any third
party participants or to Cinergi, other than to pay the Purchase
Price to Cinergi, (3) Cinergi shall have no obligation whatsoever
to account to, render accounting statements to, or make payment to
Fox, (4) Cinergi shall have no obligation to remit to or share
with Fox, any revenue from the exploitation of the Cinergi Rights,
including without limitation the BVI Rights and the Summit Rights,
or pursuant to Paragraph 9.(b) of the Fox Agreement, and (5)
Cinergi shall have no obligation to pay the Fox Rights Fee as set
forth in Paragraph 10. of the Fox Agreement and no obligation to
remit to or share with any party, including Fox, any revenue from
the exploitation of the Cinergi Rights.
(ii) One Picture License. The parties hereto acknowledge and agree
that Fox assumes no obligations in connection with the rights granted
to Cinergi pursuant to the One Picture License, and that Cinergi's
obligation to indemnify Fox in connection with Cinergi's assumption of
obligations under the One Picture License remains in full force and
effect, until such time as the Cinergi Rights are fully exploitable by
Fox.
(iii) The BVI Agreement, pursuant to which Cinergi has licensed the
BVI Rights to BVI until the termination of the current term (or
earlier termination, if applicable) ("BVI TERM") of exploitation of
the BVI Rights, to expire on June 1, 2020, following which the BVI
Rights will automatically revert to Fox in accordance with this
Assignment Agreement. During the BVI Term, Fox will not be entitled
to receive any monies in connection with the BVI Rights, including
those amounts which would have been Cinergi's share of the overages.
(iv) The Summit Agreements, pursuant to which Cinergi has licensed the
Summit Rights until the termination of the current terms of each
license agreement (or earlier termination, if applicable) ("SUMMIT
TERM(S)") of exploitation of the Summit Rights, to expire as set forth
in the respective license agreements between Summit and each of the
licensees ("SUMMIT AGREEMENTS"), as substantially set forth on
Exhibit "D" attached hereto, following which the Summit Rights will
automatically revert to Fox, as each respective term ends, in
accordance with this Assignment Agreement. If a Summit Term
terminates early, then Cinergi may relicense the respective Cinergi
Rights subject to such early termination, provided that the new
license period does not extend beyond the current term of such
licensed rights; and, if any of the Cinergi Rights are not licensed as
of the date hereof, then Cinergi may license such rights hereafter,
provided that the terms for such license(s) shall not extend beyond
May 31, 2002. In either of the foregoing instances, Cinergi will
provide Fox with a copy of any such new license agreement. During the
Summit Term(s), Fox will not be entitled to receive any monies in
connection with the Summit Rights.
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(b) COPYRIGHT REVENUES: Without limiting Cinergi's right to receive
monies derived directly from the distribution and the exploitation of the
Cinergi Rights and BVI's right to receive monies derived directly from the
distribution and exploitation of the BVI Rights, Cinergi grants to Fox the
exclusive right to collect all royalties, fees and other revenues which
Cinergi, or the current registered copyright owner of the Granted Rights,
is otherwise entitled to collect by reason of any statute, governmental
regulation, operation of law, or in any other manner, for, based upon or in
connection with, in whole or in part, or directly or indirectly, any use of
the Picture pursuant to any exercise of the Granted Rights ("COPYRIGHT
REVENUES"), including the recording and/or retransmission of the signal
embodying the Picture, as well as the secondary transmission or
retransmission of the Picture, by any means now known or hereafter devised.
(c) OTHER REVENUES: With the exception of the continuing revenue from the
Summit Rights until the end of the Summit Term(s) (which shall be the sole
property of Cinergi), all consideration payable to Cinergi by WDPT for the
Library Agreement (which shall be the sole property of Cinergi), and BVI's
rights to receive revenues from the BVI Agreement pursuant to Paragraph
3.(a)(iii) hereof (which shall be the sole property of BVI), any and all
other revenues of any kind or nature, in connection with the Picture, from
any and all sources whether or not referred to herein, are expressly
assigned to Fox, and Cinergi, or Cinergi's successors in interest, shall
immediately upon receipt thereof, transfer such revenues to Fox. Cinergi
shall have no rights with respect to the Picture or any revenues therefrom
except as expressly set forth in this Assignment Agreement.
4. PARTICIPANT ACCOUNTING: The parties acknowledge and agree that Fox is not
assuming any obligation to pay any "PARTICIPATIONS" in the so-called "back-end"
of the Picture (e.g., "net profits", "gross receipts", etc.) at any time, and
that Cinergi will remain solely liable for any such participations and for any
audit claims by all third party participants in connection with any and all
participation statements and payments made by Cinergi. The participation
statement rendered by Fox dated November, 1996 is the last statement to be
rendered by Fox to Cinergi in connection with the Picture and Cinergi waives any
and all rights it may have to audit or challenge any participation statement
rendered by Fox to Cinergi with respect to the Picture. Cinergi shall have no
obligation to render any further participation statements to Fox and Fox waives
any and all rights it may have to audit or challenge any participation
statements rendered by Cinergi to Fox in connection with the Picture. Any
participations (or settlements or buy-outs in lieu of Cinergi paying such
participation) paid by Cinergi to participants in the Picture after Cinergi's
receipt of the Purchase Price (as defined below) will take into account the
receipt by Cinergi of the Purchase Price. Cinergi and Fox each releases and
discharges the other and each of the other's parents, subsidiaries, affiliates,
shareholders, directors, officers, employees and agents (the "Fox Parties" and
the "Cinergi Parties", respectively) from and against any and all claims,
liabilities, contracts, agreements, causes of action, costs, expenses and
obligations of every kind and nature whatsoever, known or unknown, contingent or
fixed, liquidated or unliquidated, against any of either the Cinergi Parties or
the Fox Parties, respectively, in connection with each party's accounting or
obligation to account to any party in connection with the Picture. Each party
waives all rights it may have or claim to have under the provisions of
California Civil Code section 1542 or under
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any equivalent statutory or decisional authority or law of any jurisdiction.
Section 1542 of the California Civil Code provides as follows:
A general release does not extend to claims which the creditor does
not now know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his
settlement with the debtors.
Each party understands that the facts with respect to which the foregoing
release is given may hereafter turn out to be other than or different from the
facts now known to it or believed by it to be true, and it therefore expressly
assumes the risk of the facts turning out to be different and agrees that the
foregoing release shall be in all respects effective and not subject to
termination or rescission by any such difference in facts.
5. RESIDUAL ACCOUNTING: Cinergi will deliver any additional documents and
records as required by Fox as reasonably necessary in connection with residual
accounting for the Picture. The parties acknowledge and agree that Fox is
assuming no liability for guild and union residuals for the Cinergi Rights and
that Fox will have no obligation in connection therewith until such time as Fox
commences receiving revenues derived from Fox's exploitation of the former
Cinergi Rights. Fox will enter into the appropriate guild and union assumption
agreements as required. Prior to such time, Cinergi, or Cinergi's licensees,
shall remain obligated for the residual accounting for the Cinergi Rights.
6. CINERGI'S REPRESENTATIONS: Each of CPEI and CPNV hereby represent and
warrant that each of the following statements is true and correct as of the date
hereof and as of the payment of the Purchase Price at the Closing:
(a) EXISTENCE: Each of CPEI and CPNV (i) is a corporation duly organized
and validly existing in good standing under the laws of the State of
Delaware and (ii) has the corporate power and adequate authority to make
and carry out the transactions contemplated by this Assignment Agreement.
(b) AGREEMENT AUTHORIZED: The execution, delivery and performance of this
Assignment Agreement has been duly authorized by all necessary corporate
action on the part of each of CPEI and CPNV, except for any applicable
approval of CPEI's stockholders, which if required by applicable law will
be sought by CPEI at the same time it seeks stockholder approval of the
transactions contemplated by the Library Agreement. This Assignment
Agreement has been duly executed and delivered by each of CPEI and CPNV and
is a legally valid and binding obligation of each of CPEI and CPNV,
enforceable against each of CPEI and CPNV in accordance with its terms,
except as their respective obligations may be affected by bankruptcy,
insolvency, reorganization, receivership, moratorium or similar laws, or by
equitable principles relating to or limiting creditors' rights or remedies
generally.
(c) NO CLAIMS/EXCLUSIVE PROPRIETOR/NO IMPAIRMENT: Subject to the terms
and conditions of the BVI Agreement and the Summit Agreement(s): Cinergi
is the exclusive proprietor, throughout the universe, of the Granted
Rights; Cinergi has not assigned, licensed or in any manner encumbered,
materially diminished or impaired
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the Granted Rights; Cinergi has not committed any act by which the
Granted Rights will be materially diminished or impaired or omitted to
perform any material or commercially reasonable act necessary to
preserve the Granted Rights; and to the best of Cinergi's knowledge,
there are no outstanding claims or litigation pending against or
involving the Granted Rights and none of the Granted Rights have been
granted or assigned by Cinergi or any party acting with the authority
of or on behalf of Cinergi to any party other than to Fox; upon the
assignment to Fox of the Granted Rights, Fox will be the only owner of
the Granted Rights, free and clear of all claims, liens (with the
exception of customary guild liens with respect to the payment of
residuals and BVI's lien), rights and interests of any person or
entity.
(d) ALL REQUIRED DOCUMENTATION HAS BEEN SUPPLIED: All necessary
information has already been supplied to Fox regarding payment of
residuals, and that the pages from the BVI Agreement provided to Fox are
the only materially relevant pages thereof with respect to the Granted
Rights, and that there are no other materially relevant documents which
would in any manner effect the transfer of the Granted Rights to Fox.
Exhibit "D" is a true and accurate representation of (i) all license
agreements with respect to the Summit Rights, and (ii) all material
information thereon including, without limitation, the "trigger dates" and
"expiry dates" of each license agreement listed thereon.
7. FOX'S REPRESENTATIONS: Fox hereby represents and warrants that each of the
following statements is true and correct as of the date hereof and as of the
payment of the Purchase Price at the Closing:
(a) EXISTENCE: Twentieth Century Fox Film Corporation (i) is a
corporation duly organized and validly existing in good standing under the
laws of the State of Delaware and (ii) has the corporate power and adequate
authority to make and carry out the transactions contemplated by this
Assignment Agreement.
(b) AGREEMENT AUTHORIZED: The execution, delivery and performance of this
Assignment Agreement has been duly authorized by all necessary corporate
action on the part of Fox. This Assignment Agreement has been duly
executed and delivered by Fox and is a legal, valid and binding obligation
of Fox, enforceable against Fox in accordance with its terms, except as
Fox's obligations may be affected by bankruptcy, insolvency,
reorganization, receivership, moratorium or similar laws, or by equitable
principles relating to or limiting creditors' rights or remedies generally.
8. FULL INVESTIGATION: Fox hereby confirms that no representation or warranty
relating to the Granted Rights has been made by Cinergi other than as set forth
in this Assignment Agreement and that Fox is entering into this Assignment
Agreement based on (a) Fox's review of the exhibits and schedules hereto,
(b) Fox's own evaluation of the Granted Rights, and (c) Cinergi's
representations and warranties as set forth in this Assignment Agreement.
9. COOPERATION: Cinergi may request that Fox provide certain information to
Cinergi regarding Fox and the transactions contemplated by this Assignment
Agreement in
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connection with the preparation by Cinergi of a proxy statement (or similar
materials) to be distributed to Cinergi's stockholders, and Fox will use
reasonable good faith efforts to supply such information to Cinergi, as is
reasonably required by Cinergi. In connection with Cinergi's preparation of
such proxy materials, Fox shall be entitled to review and make recommendations
with respect to the description of Fox and the description of the transactions
contemplated by this Assignment Agreement to be contained in the proxy
materials.
10. PUBLIC ANNOUNCEMENTS: Fox and Cinergi will consult with each other before
issuing any press release or any public statement with respect to this
Assignment Agreement and, except as may be required by applicable law or stock
exchange regulations, will not issue any such press release or make any such
public statement prior to such consultation.
11. CONSIDERATION: As consideration in full for the foregoing assignment of
rights and for the representations, warranties and agreements made herein by
Cinergi, Fox agrees to pay Cinergi the sum of $11,250,000 ("PURCHASE PRICE"),
payable to Cinergi at Closing by wire transfer of immediately available funds to
an account designated by Cinergi.
12. INDEMNIFICATION:
(a) Cinergi hereby agrees to indemnify, defend, and hold harmless the Fox
Parties against all third party claims, demands, causes of action, losses,
liabilities, damages, judgments, deficiencies, costs and expenses,
including without limitation reasonable attorneys', accountants' and expert
witnesses' fees and the costs and expenses of enforcing this
indemnification (whether or not litigation is commenced) incurred, arising
out of or resulting from: (i) Cinergi's exploitation of the Cinergi
Rights prior to the time that Fox has the right to commence exploitation
thereof, respectively; (ii) any breach by Cinergi of any of Cinergi's
representations, warranties and/or agreements contained in this Assignment
Agreement; (iii) the assertion of any claim or demand, or the commencement
or prosecution of any suit, action or other proceeding against any of the
Fox Parties based on or arising from any obligation or liability of Cinergi
which Fox has not expressly agreed to assume under the terms of this
Assignment Agreement; and (iv) the assertion of any claim or demand, or the
commencement or prosecution of any suit, action or other proceeding against
any of the Fox Parties respecting or relating to this Assignment Agreement
or the assignment of the Granted Rights hereunder, by or on behalf of
Cinergi, any creditor or shareholder of Cinergi, any representative
(including, without limitation, a trustee or receiver) of Cinergi, or any
representative of creditors or shareholders of Cinergi, other than an
action to enforce this Assignment Agreement.
(b) Fox hereby agrees to indemnify, defend, and hold harmless the Cinergi
Parties against all third party claims, demands, causes of action, losses,
liabilities, damages, judgments, deficiencies, costs and expenses,
including without limitation reasonable attorneys', accountants' and expert
witnesses' fees and the costs and expenses of enforcing this
indemnification (whether or not litigation is commenced) incurred, arising
out of or resulting from: (i) Fox's exploitation of the Fox Rights; (ii)
Fox's exploitation of the Cinergi Rights subsequent to the time that Fox
has the right to
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commence exploitation thereof, respectively; (iii) any breach by Fox of
any of Fox's representations, warranties and/or agreements contained in
this Assignment Agreement; (iv) the assertion of any claim or demand, or
the commencement or prosecution of any suit, action or other proceeding
against Cinergi based on or arising from any obligation or liability
assumed by Fox pursuant to this Assignment Agreement.
13. SECURITY FOR CINERGI'S OBLIGATIONS: Cinergi or its successor in interest
shall at all times for a period of 5 years from the Fox Closing maintain liquid
assets of at least $500,000 to provide additional security to Fox to secure
Cinergi's obligations hereunder. If the liquid assets of Cinergi or Cinergi's
successor in interest fall below such level during such 5 year period, Cinergi
shall xxxxx Xxx a security interest in $250,000 worth of collateral, subject to
the mutual approval of Fox and Cinergi, or in lieu thereof, at Cinergi's
election, either a letter of credit in favor of Fox in the amount of $250,000
from a bank with $200,000,000 or more of assets, or Xxxx Xxxxx'x personal
guarantee in the amount of $250,000.
14. INSURANCE: Cinergi will continue to maintain for 5 years from the date
hereof a policy of errors and omissions insurance for the Picture naming Fox and
it's parents, subsidiaries affiliates and licensees as additional insureds.
Cinergi will also maintain directors and officers insurance for 4 years from the
date hereof, with coverage up to $10,000,000, naming the Fox Parties as
additional insureds, and Cinergi will provide Fox with satisfactory certificates
of insurance evidencing same.
15. ADDITIONAL DOCUMENTATION: Both parties agree to perform such other and
further acts and to execute, acknowledge and deliver such other and further
documents and instruments as may reasonably be deemed necessary or appropriate
by the other to carry out the intent of this Assignment Agreement.
16. OBLIGATIONS VESTING ON SIGNATURE: Notwithstanding anything to the contrary
contained in this Assignment Agreement, prior to the Closing, upon signature of
this Assignment Agreement the parties shall perform certain obligations in
accordance with Paragraphs 1.(a), 9., 10., 12.(a)(iv), 14., and 15.
17. QUIET ENJOYMENT: Fox shall not take any actions which in any way disturb
or interfere with BVI's full and unencumbered exercise of the BVI Rights
pursuant to the BVI Agreement or in any way disturb or interfere with Cinergi's
sublicensees full and unencumbered exercise of the Summit Rights pursuant to the
Summit Agreements. In addition, Cinergi and Cinergi's exclusive licensees may
continue to use all marketing materials (in their possession) for the Picture
during their respective license terms, notwithstanding the assignment of rights
in such materials to Fox pursuant to Paragraph 3.
18. RETURN OF MATERIALS: Cinergi has give Summit and BVI written notice that
upon termination of the current Summit Terms and the BVI Term, respectively, all
right, title interest and possession in and to the physical materials delivered
to each licensee shall be transferred to Fox, and that Summit and BVI are
obligated to return all physical materials to Fox, including without limitation,
all internegatives, neutral backgrounds, alternative language tracks and dubbed
or subtitled versions, as well as video cassettes or video discs
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remaining unsold. All physical materials shall be delivered to Twentieth
Century Fox Film Corporation, Library Services, 00000 Xxxx Xxxxxxxxx, Xxx
Xxxxxxx Xxxxxxxxxx, 00000.
19. MISCELLANEOUS:
(a) INTERPRETATION: This Assignment Agreement may be amended or modified
only by the written agreement of Cinergi and Fox. Nothing contained herein
shall require the commission of any act or the payment of any compensation
which is contrary to any law, governmental rule or regulation. If there
shall exist any conflict between this Assignment Agreement and any such
law, governmental rule or regulation, the latter shall prevail, and the
provision(s) hereof affected shall be curtailed, limited or eliminated only
to the extent necessary to remove such conflict and, as so modified, this
Assignment Agreement shall continue in full force and effect. This
Assignment Agreement shall be deemed to have been drafted by all the
parties hereto, since all parties were assisted by their counsel in
reviewing and agreeing thereto, and no ambiguity shall be resolved against
any party by virtue of its participation in the drafting of this Assignment
Agreement.
(b) GOVERNING LAW: This Assignment Agreement shall be deemed to have been
negotiated and entered into, and shall be construed in accordance with the
laws of the State of California (or United States federal law if there is
no California law applicable) as to agreements which are fully negotiated,
signed and performed within California. All actions, proceedings or
litigation arising from this Assignment Agreement shall be instituted and
prosecuted solely within the State of California. Fox and Cinergi hereby
consent to the jurisdiction of the state courts of California and the
federal courts located in the State of California as to any matter arising
out of or relating to this Assignment Agreement.
(c) REMEDIES: Cinergi recognizes and confirms that in the event of a
failure or omission by Cinergi constituting a breach of its obligations
under this Assignment Agreement, whether or not material, the damages, if
any, caused Cinergi are not irreparable or sufficient to entitle Cinergi to
injunctive or other equitable relief. Consequently, Cinergi's rights and
remedies shall be limited to the right, if any, to obtain damages at law
and Cinergi shall not have any right in such event to terminate or rescind
this Assignment Agreement or any of the rights granted to Fox hereunder or
to enjoin or restrain the advertising, promotion, distribution, exhibition
or exploitation of the rights granted hereunder and/or any of Fox's rights
pursuant to this Assignment Agreement. Notwithstanding the foregoing the
parties hereto acknowledge and agree that (1) the termination of the
Assignment Agreement pursuant to Paragraph 2., shall not constitute a
breach of this Assignment Agreement; (2) if all of the Conditions Precedent
have been satisfied and thereafter Fox fails to pay the Purchase Price,
Cinergi can bring an action for specific performance for the Fox Closing to
occur and for payment of the Purchase Price, or a remedy at law for
damages.
(d) ASSIGNMENT: This Assignment Agreement is non-assignable by Cinergi,
except to another company wholly-owned by Cinergi or the survivors in-
interest of Cinergi. This Assignment Agreement may be assigned by Fox,
provided that Fox will remain
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liable for all of the obligation's of Fox hereunder, including payment of
the Purchase Price if all of the Conditions Precedent have been satisfied.
20. ENTIRE AGREEMENT: Except as expressly amended by this Assignment
Agreement, the Fox Agreement, as amended, and the One Picture License remain in
full force and effect and together with this document expresses the binding and
entire agreement between Fox and Cinergi and shall replace and supersede all
prior arrangements and representations, either oral or written, as to the
subject matter hereof.
The parties have signed this Assignment Agreement as of the day and year written
above.
CINERGI PICTURES ENTERTAINMENT TWENTIETH CENTURY FOX FILM
INC. ("CPEI") CORPORATION ("Fox")
By /s/ Xxxxx Xxxx By /s/ Xxxxxx X. Xxxxx
--------------------------------- ---------------------------------
Title Senior Vice President Title Executive Vice President,
Legal Affairs
CINERGI PRODUCTIONS N.V. INC.
("CPNV")
By /s/ Xxxxx Xxxx
---------------------------------
Title Senior Vice President
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SHORT FORM ASSIGNMENT
"DIE HARD WITH A VENGEANCE"
ASSIGNMENT: For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned, CINERGI PRODUCTIONS INC. NOW NAMED CINERGI
PICTURES ENTERTAINMENT INC. AND CINERGI PRODUCTIONS N.V. NOW NAMED CINERGI
PRODUCTIONS N.V. INC. (COLLECTIVELY, "CINERGI"), does hereby transfer and assign
to TWENTIETH CENTURY FOX FILM CORPORATION ("FOX"), its successors and assigns
forever, all of Cinergi's present and future right, title and interest in and to
"DIE HARD WITH A VENGEANCE" (the "PICTURE")("GRANTED RIGHTS"), including (a) the
copyright in the Picture and all elements thereof, (b) the copyright in all
advertising, promotional and marketing materials in connection with the Picture
(e.g., press kits, EPKs, movie posters, web sites, and promotional films), (c)
all sequel and remake rights and other analogous and allied rights, and all
copyrights in connection therewith, (d) all tangible and intangible properties
respecting the Picture whether in existence or known now or in the future, and
(e) all of Cinergi's present and future right, title and interest in and to any
of the literary material or underlying properties upon which the Picture was
based, including and any and all synopses, treatments, scenarios, screenplays
(but excluding the right to license certain international rights of distribution
to the Picture, which have limited terms, as well as the right to receive
proceeds in connection with such international distribution rights).
CONTROLLING DOCUMENT: This transfer and assignment is subject to all the terms
and conditions of the Assignment Agreement dated as of July 14, 1997 between
Cinergi and Fox.
IN WITNESS WHEREOF, the undersigned has executed this document on_____________,
199__, effective as of ____________________, 199__, the date of the closing of
the aforesaid Assignment Agreement between Cinergi and Fox.
CINERGI PICTURES ENTERTAINMENT
INC.
By __________________________________
Title
CINERGI PRODUCTIONS N.V. INC.
By __________________________________
Title
State of______________________)
) SS
County of_____________________)
On___________________________________ before me,______________________________,
(Date) (Name of Notary)
personally appeared___________________________________________________________,
(Name and Title of Signer)
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature_______________________________ (Seal)
-2-
EXHIBIT "A"
FOX RIGHTS
"FOX RIGHTS": All rights not specifically granted to Cinergi are retained by
Fox, including:
(a) DISTRIBUTION RIGHTS: Fox shall have the sole and exclusive right
under copyright to exercise in the Licensed Territory all rights of
Theatrical Distribution, Theatricial Exhibition, Non-Theatrical
Distribution, Non-Theatrical Exhibition, Free Television Distribution, Free
Television Exhibition, Pay Television Distribution, Pay Television
Exhibition, and Home Video Distribution and Home Video Exhibition with
respect to the Picture and trailers thereof and excerpts and clips
therefrom, in any and all languages and versions, including dubbed,
subtitled and narrated versions, using any form of Motion Picture Copy.
(b) OTHER RIGHTS: Fox shall have the sole and exclusive right to
exercise worldwide all other rights in addition to the Fox Distribution
Rights with respect to Picture including, without limitation, Commercial
Tie-In Rights; Legitimate Stage Rights; Literary Publishing Rights; Live
Television Rights; Merchandising Rights; Music Publishing Rights; Radio
Rights; Remake Rights; Sequel Motion Picture Rights; and Soundtrack
Recording Rights; and the right to license clips from the Picture for other
Motion Pictures (collectively, "OTHER RIGHTS", also known as ANCILLARIES")
with respect to the Picture, and any Literary Material or musical material
upon which the Picture is based.
(c) "LICENSED TERRITORY": The Licensed Territory shall consist of Japan,
the United States and Canada including territories and possessions,
Bahamas, Bermuda, Panama Canal Zone and all ships and airlines owned by
entities whose principal offices for licensing rights of Non-Theatrical
Exhibition are located in the Licensed Territory. With respect to
Ancillaries, the Licensed Territory will be the entire world.
All capitalized words herein are as defined in the Fox Glossary, attached to the
Memorandum of Agreement.
EXHIBIT "B"
CINERGI RIGHTS
"CINERGI RIGHTS": Cinergi shall have the sole and exclusive right under
copyright to exercise in all areas of the world other than the Licensed
Territory all rights of Theatrical Distribution, Theatrical Exhibition,
Non-Theatrical Distribution, Non-Theatrical Exhibition, Free Television
Distribution, Free Television Exhibition, Pay Television Distribution, Pay
Television Exhibition, and Home Video Distribution and Home Video Exhibition
with respect to the Picture and trailers thereof and excerpts and clips
therefrom (solely for marketing purposes), in any and all languages and
versions, including dubbed, subtitled and narrated versions, using any form
of Motion Picture Copy.
All capitalized words herein are as defined in the Fox Glossary, attached to
the Memorandum of Agreement.
EXHIBIT "C"
BVI RIGHTS
As of August 1, 1994
Cinergi Productions, N.V.
Xxxxxxxxxx 00. Xx. 0
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxxxx, Antilles
Gentlemen:
The following sets forth the principal terms of the agreement between Buena
Vista International, Inc. ("BVI") and Cinergi Productions, N.V. ("Cinergi") with
respect to the acquisition of exclusive distribution and other rights by BVI to
the full length theatrical motion picture tenantively entitled "Die Hard III"
(the "Picture").
1. INTENTIONALLY OMITTED.
2. DISTRIBUTION.
a. Cinergi does hereby irrevocably grant, assign and license to
BVI the exclusive right, title and interest in and to the Picture and each of
its elements and all exclusive rights to distribute, exhibit, market and
exploit the Picture in any and all manner and in all media, now known or
hereafter devised including, without limitation, theatrical, non-theatrical,
all forms of home video cassettes/discs, cartridges, tapes or similar devices
now known or hereafter devised to be used in conjunction with a reproduction
apparatus which causes the picture to be visible on the screen of a
television receiver, television monitor or comparable device now known or
hereafter devised in a private residence for viewing at the place of origin
of such exhibition ("Home Video Devices") and all forms of television
including, without limitation, standard, non-standard, subscription, pay
television, cable and basic cable, satellite, etc. (including pay-per-view),
fiber optic and digital delivery systems, etc. ("Television"); the right to
advertise, publicize and promote the Picture including, without limtiation,
the right to excerpt and/or synopsize the Picture and/or screenplay for the
Picture [provided, that any such excerpt and/or synopsis shall not exceed Two
Thousand Five Hundred (2,500) words in length]; commercial tie-ins (subject to
(i) the rights of Fox under the Fox Agreement and (ii) the rights of principal
talent under their respective agreements with Cinergi [copies of which Cinergi
agrees to deliver pursuant to the delivery provisions of subparagraph 3.a.
below]); subject to the prior consent of Cinergi and Fox, the right to change
the title of the Picture; the right to finance, produce and distribute a
"making of" promotional film (subject to the rights and approvals of all
persons who provide services to the Picture [of which Cinergi shall deliver
a written account pursuant to the delivery provisions of subparagraph 3.a.
below], the applicable rights of Fox [of which Cinergi shall deliver a
written account pursuant to the delivery provisions of subparagraph 3.a. below]
and applicable guild and union requirements); the right to cut or edit the
Picture for legal and censorship reasons, time parameters and standards and
practices requirements of airlines, television stations and broadcasters; the
right to subtitle and dub the Picture into foreign languages; the right with
respect to all persons appearing in the Picture or performing production
services therein to issue and authorize publicity concerning such persons and
the right to use, reproduce, transmit, broadcast, exploit, publicize and exhibit
their names and likenesses (subject to third party agreements with Cinergi, of
which Cinergi shall deliver a written account of pertinent points pursuant to
the delivery provisions of subparagraph 3.a. below) in transcriptions,
advertising, distribution and exploitation of the Picture in the following
territories: (i) Benelux (i.e. Belgium, the Netherlands and Luxembourg) (in the
French, German, Dutch and Flemish languages); (ii) Scandinavia (i.e. Finland,
Sweden, Norway, Iceland and Denmark); (iii) Central and South America (i.e.
Antigua, Argentina, Barbuda, Belize, Bolivia, Brazil, Cayman Islands, Chile,
Columbia, Costa Rica, Dominica, Dominican Republic, Ecuador, El Salvador, French
Guiana, Grenada, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica,
Martinique, Mexico, Montserrat, Netherlands Antilles, Nicaragua, Panama
(excluding the Canal Zone), Peru, Saint Lucia, St. Kitts & Nevis, St.
Xxxxxxx/Grenadines, Surinam, Tobago, Trinidad, Turks and Caicos Islands, and
Venezuela); (iv) French-speaking Europe and Africa (i.e. Algeria, Andorra,
Benin, Bukina Faso, Burundi, Cameroon, Central African Empire, Chad, Congo,
Corsica, Dahomey, Djibouti, France, French military forces stationed in West
Germany, Gabon, Guinea, Ivory Coast, Mali, Mauritania, Monaco (Monte Carlo),
Morocco, Nigeria (English language excluded), Ruanda, Senegal, Togo, Tunisia,
Zaire); (v) German-speaking Europe (i.e. Germany, Austria); (vi) the United
Kingdom and Eire and (vii) Spain, Switzerland (in the Italian, French and German
languages, excluding Italian language Home Video Device rights and Italian
language Television rights), Taiwan, Portgual, Greece, and all of the respective
territories, protectorates and possessions of all of the aforementioned,
including planes and ships owned by entities whose principal offices for
licensing rights of planes and ships are located in the respective nations
(altogether, the "BVI Territory"). Cinergi shall have the right to distribute
the Picture in all media, throughout the world, except for the BVI Territory
("Cinergi Territory"). Each party shall be solely responsible for all
distribution costs and expenses in connection with the Picture in its respective
territory including, without limitation, advertising costs and costs associated
with the manufacture of prints and Home Video Devices.
b. The terms of this Agreement (the "Term") shall commence as of the
date hereof and terminate Twenty Five (25) years from the initial theatrical
release of the Picture in any country of the BVI Territory. BVI agrees that
such release will
2
EXHIBIT "D"
DATE: 7 July 1997 Last Contract Log #97-2834 Last Amendment = EE433
-----------------
PICTURE TERRITORY DISTRIBUTOR
------- --------- -----------
NEW 4/97 DIE101 AFE 1 DIE HARD WAV AFRICA - EAST AF
NEW 4/97 DIE102 AFW 1 DIE HARD WAV AFRICA - WEST AF
NEW 4/97 DIE103 ALB 1 DIE HARD WAV ALBANIA EE
NEW 4/97 DIE105 AUS 2 DIE HARD WAV AUSTRALIA/N.Z. FE VILLAGE ROADSHOW
NEW 4/97 DIE106 BALTIC 2 DIE HARD WAV BALTICS (LAT, LITH, EST) EE NIKA-L LTD.
NEW 4/97 DIE107 BANG 2 DIE HARD WAV BANGLADESH FE STAR TV (PSTV)
NEW 4/97 DIE113 BULG 1 DIE HARD WAV BULGARIA EE
NEW 4/97 DIE114 BURM 2 DIE HARD WAV BURMA FE STAR TV (PSTV)
NEW 4/97 DIE119 CHINA 2 DIE HARD WAV CHINA FE MAIRIM
NEW 4/97 DIE120 CIS 2 DIE HARD WAV C.I.S. EE EKATERINBURG ART
NEW 4/97 DIE122 CROAT 2 DIE HARD WAV CROATIA EE OSCAR VISION (TH/V)
NEW 4/97 DIE123 CZECH 2 DIE HARD WAV CZECH REPUBLIC EE LUMIERE (INTERSONIC)
NEW 4/97 DIE130 HONG 2 DIE HARD WAV HONG KONG FE INTERCONTINENTAL
NEW 4/97 DIE131 HUNG 2 DIE HARD WAV HUNGARY EE INTERCOM
NEW 4/97 DIE132 INDIA 2 DIE HARD WAV INDIA, NEPAL, BHUTAN FE DISTANT HORIZON LTD.
NEW 4/97 DIE132 INDIA 2 DIE HARD WAV INDIA, NEPAL, BHUTAN FE STAR TV (PSTV)
NEW 4/97 DIE133 INDON 2 DIE HARD WAV INDONESIA FE CRYSTAL CORPORATION
NEW 4/97 DIE134 ISRA 2 DIE HARD WAV ISRAEL EU A.D. XXXXXXX
NEW 4/97 DIE135 ITALY 2 DIE HARD WAV ITALY EU XXXXXX GORI
NEW 4/97 DIE137 MALAY 2 DIE HARD WAV MALAYSIA FE SUNNY FILM
NEW 4/97 DIE139 MIDEA 2 DIE HARD WAV MIDDLE EAST EU JAGUAR
NEW 4/97 DIE140 MIDEA 2 DIE HARD WAV MIDDLE EAST EU PARAMOUNT PICTURES
NEW 4/97 DIE140 MIDEA 2 DIE HARD WAV MIDDLE EAST EU STAR TV (PSTV)
NEW 4/97 DIE141 PAKI 2 DIE HARD WAV PAKISTAN/AFGANISTAN FE STAR TV (PSTV)
NEW 4/97 DIE143 PHIL 2 DIE HARD WAV PHILIPPINES FE SOLAR FILMS
NEW 4/97 DIE144 POL 2 DIE HARD WAV POLAND EE FILMWELL INT'L
NEW 4/97 DIE147 ROMAN 2 DIE HARD WAV ROMANIA EE MEDIA PRO
DIE HARD WAV ROMANIA EE CME (FTTV)
NEW 4/97 DIE153 SERB 2 DIE HARD WAV SERBIA&MONT ONLY EE SCENECAST (TUCKVISION)
NEW 4/97 DIE154 SING 2 DIE HARD WAV SINGAPORE/BRUN. XX XXXX RENTERS
NEW 4/97 DIE155 SING 2 DIE HARD WAV SINGAPORE/BRUN. FE TCS (FTV)
NEW 4/97 DIE156 SLOVA 2 DIE HARD WAV SLOVAKIA EE LUMIERE (INTERSONIC)
NEW 4/97 DIE157 SLOVA 2 DIE HARD WAV SLOVAKIA EE CME (FTTV)
NEW 4/97 DIE158 SLOVE 2 DIE HARD WAV SLOVENIA & MACEDONIA EE OSCAR (TH/V)
NEW 4/97 DIE159 SLOVE 2 DIE HARD WAV SLOVENIA EE CME (FTTV)
NEW 4/97 DIE160 SOUTHA 2 DIE HARD WAV SOUTH AFRICA/ZIM AF STER-KINEKOR
NEW 4/97 DIE161 SOUTHK 2 DIE HARD WAV SOUTH KOREA FE DONG-A (DAI-ICHI)
NEW 4/97 DIE163 SRI 2 DIE HARD WAV SRI LANKA FE LAKSHMI PICTURES
NEW 4/97 DIE163 SRI 2 DIE HARD WAV SRI LANKA FE STAR TV (PSTV)
NEW 4/97 DIE166 SWIT 2 DIE HARD WAV SWITZ - ITALIAN EU XXXXXX-XXXX - V,TV
NEW 4/97 DIE168 THAI 2 DIE HARD WAV THAILAND FE APEX INTERNATIONAL
NEW 4/97 DIE169 TURK 2 DIE HARD WAV TURKEY EU OZEN FILM
PAY TV FTV
------ ---
TH NT PV CV X X X XX PPV TER CAB SAT TER CAB SAT
-- -- -- -- - - - -- --- --- --- --- --- --- ---
NEW 4/97 NR
NEW 4/97 NR
NEW 4/97 NR
NEW 4/97 X X X X NR X X X X X X X X X
NEW 4/97 X X X NR X X
NEW 4/97 NR STAR*
NEW 4/97 NR
NEW 4/97 NR STAR*
NEW 4/97 X X X X NR X X X X X X X X
NEW 4/97 X X X X NR X X
NEW 4/97 OSC OSC OSC OSC NR OSC OSC
NEW 4/97 XXX XXX XXX XXX XX XXX XXX
NEW 4/97 X X X X NR X X X X X X X
NEW 4/97 X X X X NR X X X X X X X X
XXX 0/00 XX XX XX XX XX XX XX XXXX*
XXX 0/00 XX XX XX XX XX XX XX STAR*
NEW 4/97 X X X X NR X X X X X X X X
NEW 4/97 X X X X NR X X X X X X
NEW 4/97 X X X X NR X X X X X X X X X
NEW 4/97 X X X X NR X X X X X X
NEW 4/97 JAG JAG JAG JAG NR JAG JAG JAG JAG PPI/Star* JAG JAG
NEW 4/97 JAG JAG JAG JAG NR JAG JAG JAG JAG PPI JAG JAG
NEW 4/97 JAG JAG JAG JAG NR JAG JAG JAG JAG STAR* JAG JAG
NEW 4/97 NR STAR*
NEW 4/97 X X X X NR X X X X X X X X X
NEW 4/97 X X X X NR X X X X X X X X
NEW 4/97 MP MP MP MP NR MP MP CME*
MP MP MP MP NR MP MP CME*
NEW 4/97 X X X X NR X X
NEW 4/97 XXXX XXXX XXXX XXXX XX XXXX XXXX TCS TCS TCS
NEW 4/97 XXXX XXXX XXXX XXXX XX XXXX XXXX TCS TCS TCS
NEW 4/97 XXX XXX XXX XXX XX XXX XXX
NEW 4/97 XXX XXX XXX XXX XX XXX XXX CME*
NEW 4/97 OSC OSC OSC OSC NR OSC OSC CME*
NEW 4/97 OSC OSC OSC OSC NR OSC OSC CME*
NEW 4/97 X X X X NR X X X X X X X X X
NEW 4/97 X X X X NR X X X X X X X X
NEW 0/00 XXX XXX XXX XXX XX XXX XXX STAR*
NEW 4/97 LAK LAK LAK LAK NR LAK LAK STAR*
NEW 4/97 NR X X X X X X X
NEW 4/97 X X X X NR X X X X X X
NEW 4/97 X X X X NR X X X X X X X X X X
NEW 4/97
NEW 4/97
NEW 4/97
TERM EXPIRY TBD = TO BE DETERMINED
----------- ----------------------
TRIGGER * # OF (IN TRIGGER Trigger EXPIRY EST/
NOTES EVENT YRS TV RUNS DAYS) DATE TYPE DATE ACT NOTES
----- ----- --- ------- ----- ---- ---- ---- --- -----
NEW 4/97
NEW 4/97
NEW 4/97
NEW 4/97 DEL F & T 12 16-May-95 DEL 16-May-07 A
NEW 4/97 NOD PRINT 5 18-Aug-95 PAY 18-Aug-00 E
NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A
NEW 4/97
NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A
NEW 4/97 DEL PRINT 11 26-May-95 DEL 26-May-06 A
NEW 4/97 DEL PRINT 5 20-Feb-97 PAY 20-Feb-02 E
NEW 4/97 NOD PRINT 5 22-May-95 NOD 22-May-00 A
NEW 4/97 NOD PRINT 5 19-May-95 NOD 19-May-00 A
NEW 4/97 NOD PRINT 7 17-May-95 NOD 17-May-02 A
NEW 4/97 NOD PRINT 7 8-Jun-95 DEL 8-Jun-02 A
NEW 4/97 NOD PRINT 7 19-May-95 NOD 19-May-02 A
NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A
NEW 4/97 NOD PRINT 7 30-May-95 NOD 30-May-02 A
NEW 4/97 NOD PRINT 7 22-May-95 NOD 22-May-02 A
NEW 4/97 DEL FS by L/C 25 9-Jun-95 DEL 9-Jun-20 A
NEW 4/97 DEL PRINT 7 1-Jun-95 DEL 1-Jun-02 A
NEW 4/97 DEL PRINT 5 16-Jun-95 DEL 16-Jun-00 A
NEW 4/97 START DATE 15 months 18-Nov-96 18-Feb-98 A
NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A
NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A
NEW 4/97 DEL PRINT 7 30-May-95 DEL 30-May-02 A
NEW 4/97 NOD PRINT 7 22-May-95 NOD 22-May-02 A
NEW 4/97 NOD PRINT 5 26-Jul-95 NOD 26-Jul-00 A
NOD 3 2 TBA NOD TBA
NEW 4/97 NOD PRINT 5 19-May-95 NOD 19-May-00 A
NEW 4/97 NOD F & T 5 18-May-95 NOD 18-May-00 A
NEW 4/97 \\\ \\\ \\\ \\\ \\\ \\\ 19-Nov-99 A
NEW 4/97 NOD PRINT 5 19-May-95 NOD 19-May-00 A
NEW 4/97 NOD 3 2 TBA NOD TBA
NEW 4/97 NOD PRINT 5 22-May-95 NOD 22-May-00 A
NEW 4/97 NOD 3 2 TBA NOD TBA
NEW 4/97 DEL PRINT 7 8-Jun-95 DEL 8-Jun-02 A
NEW 4/97 DEL PRINT & D 7 30-May-95 DEL 30-May-02 A
NEW 4/97 NOD PRINT 5 15-Jan-97 PAY 15-Jan-02 E
NEW 4/97 NOD PRINT 5 15-Jan-97 PAY 15-Jan-02 E
NEW 4/97 DEL FS by L/C 25 9-Jun-95 DEL 9-Jun-20 A
NEW 4/97 NOD PRINT 7 18-May-95 NOD 18-May-02 A
NEW 4/97 DEL F & T 7 30-Aug-95 PAY 30-Aug-02 A
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