SYNDICATION AGREEMENT
THIS SYNDICATION AGREEMENT is made and entered into by and between
MEDLEY CREDIT ACCEPTANCE CORP., a Delaware corporation (hereinafter referred to
as "Lender"), and XXXXX XXXXXXXXX and XXXXX WOOL (hereinafter referred to as
"Participants").
WHEREAS Lender is the owner and holder of a certain Promissory Note in
the principal amount of $600,000.00 (the "Note") executed by CUTTING EDGE
ENTERTAINMENT, INC., a California corporation ("Borrower"), and,
WHEREAS, the Note is secured by a pledge of a portion of the capital
stock of the Borrower by its majority shareholder, together with an assignment
of proceeds of movie distribution agreements and trailing royalties from two
films produced and to be produced by the Borrower. and,
WHEREAS, Lender desires to syndicate and participate a portion of the
Note with Participants and Participants desire to acquire a portion of the Note
from Lender upon the terms and conditions contained herein. and,
WHEREAS. Lender will collect the payments due under the Note from
Borrower and make payment to Participants of their proportionate share pursuant
to the terms of this Agreement, and,
WHEREAS, the Parties desire to document their syndication into a
written instrument.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for such other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. Recitals The above and foregoing recitals are true and correct
and are incorporated herein.
2. Representations of Lender:
(a) The Lender is the owner and holder of a Promissory Note
executed by Borrower in the principal amount of $600,000.00.
(b) The Promissory Note is free and clear of all defaults as
of the date hereof and the next payment due under said Note is February 1, 1998.
3. Participants: The Participants of this loan and their interest in
the principal of the Note are as follows:
PARTICIPANT AMOUNT
XXXXX XXXXXXXXX $ 175,000.00
XXXXX WOOL $ 75,000.00
4. Monthly Payments to be Made to Participant: Commencing on March 1,
1998, and the first day of each succeeding month thereafter during the term
hereof, provided payment is made to Lender by Borrower, Lender shall pay to
Participant a payment of interest on the Participant's portion of the Note in
amount equal to thirteen percent (13%) of the Participant's participation as
follows:
PARTICIPANT AMOUNT
XXXXX XXXXXXXXX $ 11,895.83
XXXXX WOOL $ 812.50
5. Maturity Date of Note: The Note being syndicated pursuant to this
Agreement becomes due and payable in full on October 23, 1998. Upon receipt of
payment in full by Lender from Borrower, Lender shall pay to Participant the
original amount invested by Participant together with any accrued and unpaid
interest as of the date of Lender's receipt of payment.
6. Review of Documents: Participant has been given an opportunity to
review the loan documents between Lender and Borrower together with any other
documents of Borrower Participant deemed necessary. Participant is purchasing a
portion of the Note based upon Participant's review of the documentation and is
not relying upon any representation of Lender.
7. Miscellaneous Provisions:
(a) Construction: This Agreement shall be construed and
enforced under the laws of the State of Florida. In the event any provision of
this Agreement shall be declared invalid by a court of competent jurisdiction,
said invalidity shall not invalidate the Agreement as a whole, but said
Agreement shall be construed as if the invalidated provision was omitted from
the Agreement.
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(b) Entire Agreement: This Agreement supersedes and cancels
any and all other contracts referring to the subject matter herein. No
modifications, alteration or waiver of this Agreement shall be effective unless
in writing, executed by the parties hereto.
(c) Assignability: This Agreement shall inure to the benefit
of the Parties, their successors and assigns.
(d) Counterparts: This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
counterparts collectively shall constitute one instrument representing the
Agreement between the Parties hereto.
(e) Captions: Captions of the various sections contained in
this Agreement are intended to be used solely for convenience of the Parties
and are not intended, nor are they deemed to modify, or explain or to be used
as an aid in the construction of any of the provision of this Agreement.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and
seals.
DATED as to the Lender, this 1st day of February, 1998.
MEDLEY CREDIT ACCEPTANCE CORP.,
a Delaware corporation
By:___________________________________
Xxxxxx X. Press, President
DATED as to the Participants, this 11th day of February, 1998.
By:___________________________________
Xxxxx Xxxxxxxxx
By:___________________________________
Xxxxx Wool
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GUARANTY OF PAYMENT
FOR AND IN CONSIDERATION OF the sum of Ten Dollars and No/100 ($10.00)
and receipt of the Participants payment of their prorate portion of the Note,
Medley Credit Acceptance Corp. does hereby guaranty the repayment of
Participants portion of the Note at maturity.
DATED this 30th day of January, 1998.
MEDLEY CREDIT ACCEPTANCE CORP.
By_________________________________
Xxxxxx X. Press, President
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