SATISFACTION AGREEMENT
This Satisfaction Agreement dated as of October , 2007 ("Agreement") by and
among TriMedia Entertainment Group, Inc., a Delaware corporation (the "Company")
by and among " the persons or entities executing this agreement as a "Lender",
as set forth on the signature page hereof (each a "Lender" and collectively,
"Lenders").
.
INTRODUCTION
WHEREAS, The Company the Company is indebted to Lenders in the
Principal amount of $5,050,000 (the Satisfied Debt") as set forth in SCHEDULE
2.4 SATISFIED DEBT, ISSUANCE OF COMPANY SECURITIES to the Restructuring
Agreement referred to hereinafter;
WHEREAS, pursuant to a Restructuring Agreement dated as of October 1,
2007among the Parties hereto, and Rufftown Entertainment, Inc. ("New Entity"),
the Company has transferred substantially all its assets to New Entity ;
WHEREAS, the Restructuring Agreement provides for Lenders to cancel
and forgive the Satisfied Debt and acknowledge such Satisfaction to the Company;
WHEREAS, the Company and New Entity have performed all their
obligations in connection with the satisfaction of the Satisfied Debt, Lenders
are hereby obligated to deliver this Satisfaction to the Company;
.
NOW THEREFORE, with the foregoing premises hereby incorporated by this
reference, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, agreeing to be legally bound hereby,
mutually agree as follows:
AGREEMENT
1. Each of the Lenders hereby acknowledges that the Satisfied Debt due
and owing to each such Lender is hereby satisfied and deemed paid in full and
the Company has no further obligation with respect to such Satisfied Debt.
2. Each of the Lenders hereby delivers all notes or other documents
evidencing the Satisfied Debt marked paid.
3. Each of the Lenders hereby shall indemnify and hold harmless the
Company from any claim made by a third party for payment of Satisfied Debt of
such Lender.
4. Nothing in this Agreement shall in any way limit or modify the
obligations or liabilities of any party to the Restructuring Agreement as set
forth in the Restructuring Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written'
1025 INVESTMENTS, INC.
By: ____________________________
Name:
Title:
IL RESOURCES, INC.
By:______________________________
Name:
Title:
---------------------------------
Xxxxxxxxxxx Xxxxxxxx
SPH INVESTMENTS
By:________________________________
Name:
Title:
CAPITAL GROWTH INVESTMENTS
By:________________________________
Name:
Title:
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