EXHIBIT 10.1
COIN PURCHASE AND DEBT REPAYMENT AGREEMENT
THIS COIN PURCHASE AND DEBT REPAYMENT AGREEMENT ("AGREEMENT") is
effective as of August 3, 2006, by and among SUPERIOR GALLERIES, INC.
("BORROWER"), XXXXXXX XXXXXXXXX ("LENDER") and KEYSTONE RARE COINS, LLC
("CUSTOMER"). Borrower, Lender and Customer are collectively referred to as the
"Parties."
R E C I T A L S
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A. Lender made three loans to Borrower in the aggregate amount of
$650,000, as evidenced by (i) a promissory note in the amount of $150,000 dated
October 1, 2004, (ii) a promissory note in the amount of $200,000 dated October
14, 2004 and (iii) a promissory note in the amount of $300,000 dated October 25,
2004 (the "Notes").
B. Customer purchased coins from Borrower for $990,501.25 (the
"Purchase Price") on June 29, 2006, and agreed to pay the Purchase in three
equal installments on 30/60/90 terms.
C. When Customer paid the first installment on July 25, 2006, Customer
remitted only $113,500.42, under the understanding that the Purchase Price would
be offset by $650,000 in exchange for forgiveness of the Notes by Lender, who is
the owner of Customer.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements to the parties contained herein, the parties do hereby agree as
follows:
1. PAYMENT OF NOTES. The Purchase Price is hereby offset by the Notes.
Accordingly, the Notes are hereby extinguished, and the outstanding balance on
the Purchase Price is hereby reduced by $650,000. Thus, the remaining balance on
the Purchase Price is $340,501.25, which shall be paid in three equal
installments of $113,500.42 (each, an "INSTALLMENT").
2. DISCOUNT FOR EARLY PAYMENT.
(a) In exchange for immediate receipt of payment of the remaining two
Installments from Customer, Borrower hereby agrees (i) to discount the second
Installment by 1%, such that the second Installment will be $112,365.41, and
(ii) to discount the third installment by 2%, such that the third Installment
will be $111,231.22.
(b) In exchange for the discounts specified in Section 2(a), Customer
hereby agrees to immediately remit payment of $223,596.63 to Borrower.
3. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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(b) COUNTERPARTS. This Agreement may be executed in two counterparts,
which taken together shall be deemed a single instrument. Executed copies of
this Agreement may be delivered by facsimile transmission, and delivery by such
means shall have the same effect as delivery of the executed original agreement.
(c) ENTIRE AGREEMENT. This Agreement includes the entire agreement of
the parties concerning the subject matter hereof, and supersedes all prior
discussions or agreements concerning such subject matter.
(d) AUTHORIZATION. Each of the parties hereby represents that such
party has been fully authorized by all necessary corporate or trust action, as
appropriate, in connection with the execution, delivery and performance of this
Agreement, and that this Agreement therefore constitutes such party's valid,
binding and enforceable agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHERE, the undersigned have executed this Agreement as of
the dates indicated opposite their names below.
BORROWER:
SUPERIOR GALLERIES, INC
By: /s/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx, Chief Executive Officer
LENDER:
XXXXX XXXXXXXXX
/s/ Xxxxx Xxxxxxxxx
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CUSTOMER:
KEYSTONE RARE COINS, LLC
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
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Its: Manager
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