Exhibit 10.8
TERMINATION OF SECURITY AGREEMENT
This Termination of Security Agreement is made and entered into this
28th day of January, 2005, by National Lampoon, Inc., a Delaware corporation
(the "Company"), and Xxxxx X. Xxxxxxx ("Jimirro").
RECITALS:
WHEREAS, Jimirro and the Company are parties to that certain Security
Agreement dated May 17, 2002 (the "Security Agreement"), pursuant to which the
Company granted a security interest in its assets and property to secure, among
other things, the performance of the Company's obligations to Jimirro pursuant
to that certain Employment Agreement dated May 17, 2002 (the "Employment
Agreement") between the Company and Jimirro;
WHEREAS, pursuant to Section 4(f) of the Employment Agreement, the
Company has exercised its right to terminate the Employment Agreement and will
make a cash payment to Jimirro in an amount equal to Two Million Five Hundred
Twenty-Three Thousand Eight Hundred Dollars ($2,523,800.00) (the "Required
Payment").
WHEREAS, pursuant to that certain Secured Promissory Note of even date
herewith, issued by the Company to X. Xxxxxxxx Family Investments, L.P. (the
"Lender"), the Lender has provided a loan, secured by all of the Company's
assets, in the principal amount of Two Million Seven Hundred Thousand Dollars
($2,700,000.00) (the "Loan"), the proceeds from which will be used, in principal
part, to fund the Required Payment;
WHEREAS, as a condition to the making of the Loan, the Lender has
required that the Security Agreement be terminated and that Jimirro's security
interest thereunder be released;
NOW, THEREFORE, the parties hereto agree as follows, for the explicit
benefit of the Lender:
1. Termination and Release. Notwithstanding anything to the contrary
contained in the Security Agreement or otherwise, subject to receipt by Jimirro
of the Required Payment, the Security Agreement and any security interest
granted thereunder are hereby terminated and released. Each of the Company and
Jimirro shall execute and file (and Jimirro hereby authorizes the Company to
execute and file on his behalf) such UCC termination statements and other
notices or instruments and take such further action as may be reasonably
requested by Lender to reflect the termination and release of the Security
Agreement and related security interest pursuant hereto (including, without
limitation, such notices as may be required to be filed in the United States
Patent and Trademark Office or United States Copyright Office to reflect the
release of Jimirro's security interest in intellectual property of the Company).
2. No Other Conditions. The foregoing termination and release shall not
be subject to or conditioned upon the performance or payment by the Company of
any existing or future obligation owed by the Company, its affiliates or any
other person to Jimirro or his assigns (whether constituting a secured
obligation under the Security Agreement or otherwise), other than the payment of
the Required Payment, which shall be payable in immediately available funds to
an account designated by Jimirro in writing to the Company, with a copy to the
Lender.
IN WITNESS WHEREOF, the parties have executed this Termination of
Security Agreement as of the date first set forth above.
NATIONAL LAMPOON, Inc., a Delaware
corporation
By:
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Name:
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Title:
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Xxxxx X. Xxxxxxx
ACCEPTED AND AGREED:
X. Xxxxxxxx Family Investments, L.P.
By:
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Name:
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Title:
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