1
Exhibit 10.45
XXXX OF SALE
This Xxxx of Sale is made this 24th day of February, 1997 from NORWEST
CREDIT, INC. ("Seller") to COLLECTOR'S EDGE OF TENNESSEE, INC. ("Buyer").
Recitals
Seller has a valid and perfected security interest in and to the
collateral of Collector's Edge, L.P., ("Debtor") described on Exhibit A hereto
(the "Collateral") to secure indebtedness of Debtor to Seller in the outstanding
principal amount of $1,919,439.93 (the "Debtor Indebtedness"). The Debtor
Indebtedness is in default.
Pursuant to Section 9-504 of the Uniform Commercial Code, Seller has
agreed to sell the Collateral to Buyer, and Buyer has agreed to purchase the
Collateral from Seller, at a duly noticed private foreclosure sale for a
purchase price consisting of assumption by Buyer of the Debtor Indebtedness.
NOW THEREFORE, in consideration of the premises and the assumption by
Buyer of the Debtor Indebtedness pursuant to the terms of a Credit and Security
Agreement dated February 24, 1997 between Buyer and Seller, the Seller hereby
sells, assigns and transfers to Buyer all of its right, title and interest in
and to the Collateral and the right, title and interest of Debtor in the
Collateral, free and clear of all liens and encumbrances except the prior liens
of Solar Communications, Inc. and Xxxxxx Financial, Inc. in certain accounts
receivable which constitute part of the Collateral.
Except as specifically provided herein, the sale of the Collateral to
Buyer pursuant to this Xxxx of Sale is without representations or warranties by
Seller of any kind, whether expressed or implied, and Seller hereby expressly
disclaims any representation or warranty as to condition, merchantability or
fitness for any particular purpose.
IN WITNESS WHEREOF, the undersigned has caused this Xxxx of Sale to be
duly executed as of the date first above written.
NORWEST CREDIT, INC.
By: /s/ Xxxxx Xxxxxx
-----------------
Its: Vice President
2
Acknowledgment of Debtor
The undersigned hereby acknowledges and agrees that the foregoing xxxx
of sale effectively transfers any and all right, title and interest of the
undersigned in and to Collateral to Buyer, that the private foreclosure sale
pursuant to which Seller sold the Collateral to Buyer was conducted in a
commercially reasonable manner upon adequate notice to the undersigned, and that
the consideration received for the Collateral at such foreclosure sale was
adequate and equaled or exceeded the fair market value of the Collateral.
Dated: February 24, 1997
COLLECTOR'S EDGE, L.P.
By Edge Enterprises, Inc.,
General Partner
By: /s/Xxxx X. Xxxxxxx
------------------
Its: President
3
EXHIBIT A TO XXXX OF SALE
INVENTORY: All inventory of Debtor, whether now owned or hereafter acquired,
whether consisting of whole goods, spare parts or components, supplies or
materials, whether acquired, held or furnished for sale, for lease or under
service contracts or for manufacture or processing, and wherever located;
ACCOUNTS AND OTHER RIGHTS TO PAYMENT: Each and every right of Debtor to the
payment of money, whether such right to payment now exists or hereafter arises,
whether such right to payment arises out of a sale, lease or other disposition
of goods or other property, out of a rendering of services, out of a loan, out
of the overpayment of taxes or other liabilities, or otherwise arises under any
contract or agreement, whether such right to payment is created, generated or
earned by Debtor or by some other person who subsequently transfers such
person's interest to Debtor, whether such right to payment is or is not already
earned by performance and howsoever such right to payment may be evidenced,
together with all other rights and interests (including all liens and security
interests) which Debtor may at any time have by law or agreement against any
account debtor or other obligor obligated to make any such payment or against
any property of such account debtor or other obligor; all including but not
limited to all present and future accounts, contract rights, loans and
obligations receivable, chattel papers, bonds, notes and other debt instruments,
tax refunds and rights to payment in the nature of general intangibles;
EQUIPMENT: All equipment of Debtor, whether now owned or hereafter acquired,
including but not limited to all present and future machinery, vehicles,
furniture, fixtures, manufacturing equipment, shop equipment, office and
recordkeeping equipment, parts, tools, supplies, and including specifically
(without limitation) the goods described in any equipment schedule or list
herewith or hereafter furnished to Secured Party by Debtor; and
GENERAL INTANGIBLES: All general intangibles of Debtor whether now owned or
hereafter acquired, including (without limitation) all present and future
patents, patent applications, copyrights, trademarks, trade names, trade
secrets, customer or supplier lists and contracts, manuals, operating
instructions, permits, franchises, the right to use Debtor's name, and the
goodwill of Debtor's business.
