LOAN AGREEMENT
EXHIBIT
10.25
THIS LOAN
AGREEMENT ("Agreement") is entered into as of this 17th day of December, 2007
("Effective Date"), by and between PALM FINANCE CORPORATION, a California
corporation and Finance Lender ("Lender"), located at 000 Xxxxxxxx Xxxx, Xxxxx
000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, and GONE TO HELL LIMITED, a company
incorporated under the laws of England and Wales (registered number 6051246)
("Bon ower"), whose registered office is 00 Xxxxxxxxxx, Xxxxxx XX0X 000X, with a
current office at 00 Xxxxxxxx Xxxxxx, Xxxxxx X0X 0XX, Xxxxxx
Xxxxxxx.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1 LOAN:
a. Lender
has been induced by Borrower to make a loan in an aggregate amount not
to exceed
the principal amount of $4,000,000 (the "Loan") to Borrower exclusively for the
purpose of paying certain production expenses in accordance with the Approved
Budget and Approved Cash Flow Schedule, copies of which is attached hereto as
Exhibit A, upon receipt of a signed, verified "Request for Funding" in the form
attached hereto as Exhibit B, for the feature film currently entitled "Nine
Miles Down" (the "Picture") including, without limitation, setting aside (i)
$750,000 as an Interest Reserve, (ii) $400,000 as a Contingency Reserve to pay
any bona fide direct production costs Budget line item overage which cannot be
funded by a Budget underage, and (iii) a sufficient amount of money to pay
Lender's legal fees and other direct costs as described in Sections 7 and 11
below, each of which shall be paid or held in accordance with this Agreement,
Approved Budget and the Approved Cash Flow Schedule.
b. The following
documents are referred to as the "Loan Documents":
(i) Agreement,
(ii) the
Secured Promissory Note of even date herewith (the "Note"),
(iii) the
Security Agreement of even date herewith (the "Security
Agreement"),
(iv) the
Mortgage of Copyright of even date herewith (the "Mortgage of
Copyright"),
(v) the
Charge and Deed (the "Charge") of even date herewith,
(vi) a
Continuing Guaranty ("Guaranty") from each of the following entities: (A) Seven
Arts Pictures, plc, a company in the United Kingdom (B) Seven Arts Production
Services Limited, a company in. the United
Kingdom (C) Seven Arts
Filmed Entertainment Limited, a company in the United Kingdom, and (E) Seven
Arts Pictures, Inc., a Nevada corporation (collectively the "Seven Arts
Entities"),
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(vii) all
other documents and agreements executed by Borrower and any entities guarantying
the Loan or in connection with the Loan,
(viii) a
Laboratory Pledgeholder Agreement from each of the following entities: (A)
Magyar Filmlabor, (B) Colorfront Post Production, and (C) Prime Focus London
Limited ("Prime Focus"),
(ix) Subordination
Agreements between Lender and each of the following entities: (A) Seven Arts
Pictures, plc, (B) Silverback Productions, KFT, (C) Parallel Media, LLC, (D) VTR
Media Investments Ltd.. (E) Seven Arts
Pictures, Inc
(F) Seven Arts Production Services Limited. (G) Seven Arts Filmed Entertainment
Limited and (H) Globe Entertainment, Ltd ,
(x) an
Agreement and Power of Attorney from Borrower and each of the Seven
Arts Entities, and any other person or entity with a pecuniary interest in the
Picture which impact Lender's rights, titles and other interests in
the
Picture,
(xi) a
Collection AgretAttent and Direction to Pay Letters acceptable to
Lender.
2. CONDITIONS OF FUNDING:
Lender's obligation to make each and every advance of the Loan
shall be subject to the occurrence of each of the following
conditions:
a Receipt
by Lender of all original Loan Documents properly executed by each of
the
parties thereto in a form acceptable to Lender, including, but not limited to
the following: (1) this Agreement, (2) the Note, (3) the Security Agreement, (4)
the Mortgage of Copyright, (5) the Charge (6) the Guaranty (7) the Subordination
Agreements (8) Laboratory Pledgeholder Agreements and (9) each Agreement and
Power of Attorney..
b. Lender's
receipt and approval of the Approved Budget and Approved Cash Flow Schedule
for the Picture, as prepared and signed-off by Xxxxx Xxxxxxx and Xxxxx Xxxx
Rack. The Approved Budget includes sufficient monies to manufacture and create
all of the deliverables, free and clear and of sufficient technical quality, to
satisfy the requirements of the licensees to exploit the Picture_ The required
deliverables and technical requirements are set forth in the delivery schedules
attached to the licenses described on the Collateral Schedule, attached hereto
as Exhibit C. The Approved Budget and Approved Cash Flow Schedule must provide
sufficient time and money so that the Picture is 100% complete and ready for
complete delivery to the licensees, as set forth on the Collateral Schedule, no
later than December 31, 2008 ("Outside Completion Date").
c. Receipt
by Lender of a current and accurate production cost report, cash flow
statement,
and trial balance indicating that (i) the Picture can be completed and delivered
by the Outside Completion Date and for the amount of the Approved Budget and
(ii) that, at the time of the first drawdown of the Loan, there is no
foreseeable need to use any of the Contingency
d. Receipt by
Lender of a Collateral Schedule including true, complete and accurate copies of
fully executed licenses acceptable to Lender regarding the Picture which provide
for the payment of a minimum guarantee of not less then 52,200,000 upon the
delivery of the Picture to such licensees, and either Lender has received an
amount equal to all deposits collected from such
licensees in accordance with the Deposit Schedules attached hereto as Exhibit D
or Borrower certifies that such deposits have been used to pay costs contained
in the Budget.
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e. Lender
has received notice that Borrower and A-Xxxx Entertainment, LLC, a California
limited liability company ("AME"), have entered into a Participation Agreement
regarding the Picture.
f. Lender
has received a Agreement and Power of Attorney or other form of agreement
acceptable to Lender that would allow Lender to distribute the Picture through
an "output" video agreement with Genius Products, Inc. and Anchor Bay
Entertainment, Inc. and any other "output" video or other similar agreement that
deal with the distribution of the Picture.
g. Borrower
entering into an agreement with VTR Media Investments, Ltd ("VTR") in a form
acceptable to Lender, pursuant to which VTR provides a credit of no less than
$500,000 to pay for post production services at VTR facilities, with a first
position security interest against the revenues derived from Japan, Taiwan and
Korea, which shall be subordinated in all other respects to Lender in accordance
with the Approved Budget and documentation satisfactory to Lender..
h. Borrower's
receipt of a minimum of $1,000,000 from Parallel Media, LLC ("Parallel") which
has been used exclusively to pay the direct costs of production of the Picture
including a $50,000 producing fee to Parallel in accordance with the Approved
Budget and documentation satisfactory to Lender evidencing the receipt by
Borrower of those amounts and the expenditure of same
i. Receipt
by Lender of a British Film Certificate indicating approval of the Picture as a
UK — Hungarian Co-Production and qualification of the Picture for film tax
relief under Chapter 3 of Part 3 of the Finance Act of 2006 in an amount of not
less than $900,000.
j. Receipt
by Lender of certificates of insurance naming Lender as a "Loss
Payee"and
"Named Insured" in a form satisfactory to Lender.
k. Receipt
by Lender of a Collection Agreement and Letters of Direction of Payment
directing
payments of monies received from the exploitation of the Picture in forms
acceptable to Lender.
l. There
has been no Event of Default.
m. Receipt
by Lender of a Distribution Agreement between Borrower', Silverback Productions,
KIT, and Seven Arts Pictures, plc, in a form acceptable to Lender, which shall,
among other matters, prohibit Seven Arts Pictures, plc, from licensing the
Picture for an amount payable upon delivery that is not within 95% of Seven
Arts' expected revenue for such territory as set forth in the schedules provided
by Seven Arts Pictures, plc to Lender, without Lender's prior written
consent.
n. Receipt
by Lender of documentation indicating that the Picture will qualify for a
20%
rebate on the "Qualifying Expenditure" in Hungary and that Silverback
Productions, XXX X will take all appropriate acts to obtain not less than $1.2M
of rebate, which monies will be used by
Silverback Productions, KFT solely and exclusively to pay costs set forth in the
Approved Budget.
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3. REPAYMENT.
All amounts owed by Borrower pursuant to the Note and this Agreement
("Obligation")
are repayable on or before the Repayment Date, as defined below, in United
States Dollars by cashiers check made payable to Lender or as otherwise
reasonably directed by Lender.
a. All monies
received by Borrower and/or Guarantors from the production of the Picture and/or
the exploitation of any rights, titles and/or interests in and to the Picture
shall be paid to Lender, until the fill] amount of the Obligation has been paid
in full.
b. The
Obligation shall be repaid without notice, request, and/or demand within
eighteen
(18) months from the Effective Date ("Repayment Date")•
c. Without
limiting Lender's right to receive payment any time on the Repayment
Date, any
time prior to the Repayment Date, Lender shall have the unconditional and
irrevocable right to demand full or partial repayment upon the occurrence of any
of the following events ("Events of Default"):
i. Any
of Borrower's or Guarantors' tights, titles, and interests in the Picture
lapse;
ii. Borrower
has insufficient monies to complete and deliver the Picture by the
Outside Completion Date and/or the cost to complete the Picture on or before the
Outside Completion Date exceeds the Approved
Budget plus
Contingency and/or Borrower are unable to fund the amounts in excess of the
Approved Budget and Contingency;
iii. Borrower or
Guarantors sell, assign, convey, encumber, hypothecate, or otherwise transfer or
alienate any of the collateral described in this Agreement, the Security
Agreement or the Mortgage of
Copyright.
iv Borrower
or any Guarantor ceases to carry on its business or is wound up or
dissolved for any reason;
v. Borrower
or any Guarantor is unable to pay its debts within the meaning of the
applicable bankruptcy laws or files (or is subject to an involuntary filing) any
sort of petition for bankruptcy relief;
vi. Borrower or
any Guarantor suspends payments of its debts or commences negotiations for the
readjustment or rescheduling of its debts;
vii. Borrower
or any Guarantor breaches any agreement, or fails to fulfill any obligation,
contained in this Agreement, the Note, any other Loan Document and/or the
Participation Agreement;
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viii. Borrower
or the Guarantors fail to make any payment due to Lender pursuant to any of the
Loan Documents;
ix. The
placement of any of the tangible personal property embodying any visual or audio
aspects of the Picture, such as film negatives and soundtracks ("Physical Film
Elements") in any laboratory that is not
approved
by Lender or which has not signed a Laboratory Pledgeholder Agreement that has
been approved by Lender ;
x. Borrower
fails to produce the Picture in conformance with the Approved Budget;
xi. Borrower
giving Lender false or misleading information or representations or not
disclosing any material facts that might be relevant to Lender;
xii. Any
of the licensees on the Collateral Schedule (1) reject their license, (2)
give any
notice or indication of their intent to default or not accept delivery of the
Picture or remit a payment when due, (3) fail to
make a payment when
due under such licensees agreement regarding the applicable Picture, (4) make a
payment that is not remitted to the Lender, and/or (5) are in material default
of their respective agreements
including, without
limitation, failing to except delivery.
d. Upon the
occurrence of any Event of Default, the following consequences shall
occur:
i. Lender may
terminate making any further advances under this Agreement.
ii. Lender
may immediately commence enforcement of the Loan, including by foreclosing on
the Mortgage of Copyright and Security Agreement and Charge, and Lender may
exercise all of the rights and
remedies of a
secured creditor under applicable law..
iii. Lender
shall have the right, but not the obligation, to "take-over" complete control of
the production of the Picture, as such terminology is commonly used by
completion bond companies in the motion
picture
industry, as the agent of the Borrower.
iv. The
Loan shall bear interest at the default rate of 18% per annum in accordance
with Section 4(b) of this Agreement
v. Lender
shall be entitled to the appointment of a receiver to take immediate
possession
of the Collateral.
vi Lender
shall have the right to apply any cash or deposits held by Production
Company against the Loan
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4.. INTEREST
PAYMENTS:
a. As
compensation to Lender for extending the Loan, Lender will be entitled to
interest on the outstanding principal balance of the Loan at the rate of fifteen
percent (15%) per annum ("Interest Rate"). Interest shall be calculated for the
exact number of days that any principal amount remains unpaid commencing on the
date the amount is advanced directly to or on behalf of the I3onower. All
payments shall be applied first to interest when due, then to
principal.
b. In
the event payment is not received when due and/or all of the interest has not
been paid on or before the Repayment Date, the Loan shall be in default, and in
addition to Lender's right to receive an amount equal to the outstanding balance
of the Loan, Lender shall be entitled to the following:
i. Compounded
interest on all amounts owed pursuant to the Loan Documents at an annual
interest rate equal to 18% per annum. Interest shall accrue daily, and shall be
added to all other amounts owed pursuant to the Loan
Documents,
commencing on the Repayment Date and continuing until the date of repayment in
full;
ii. All
costs of collection, including, without limitation, all reasonable legal
fees and
expenses; and
iii. In
calculating the amounts of interest owed, all payments and amounts received
shall be applied first to legal costs of collection, including attorney fees,
then to outstanding interest, and then to the remaining Obligation.
5 INTEREST
RESERVE ACCOUNT At the time of the first advance made pursuant to this
Agreement, Lender shall establish an interest reserve in the amount of $750,000
of the principal amount of the Loan, which amount shall be allocated and used
exclusively for the payment of interest to Lender or to reimburse Lender (or its
designee) for any direct expenses incurred in connection with the Picture
("Interest Reserve") On the first business day of each calendar month until the
Interest Reserve is completely utilized, an amount equal to the accrued interest
through that date shall be paid from the Interest Reserve to Lender, which
amounts shall be treated as advances and added to the outstanding principal
balance owed by Borrower to Lender.
6 CONTINGENCY
RESERVE. At the time of the first advance made pursuant to this Agreement,
Lender shall establish an contingency reserve of $400,000 of the principal
amount of the Loan, which amount is to be used exclusively for the payment of
bona fide and required direct production costs which are in excess of the amount
set forth in the applicable line item in the Approved Budget and which cannot be
funded by a Budget underage ("Contingency Reserve").. The payment of any such
costs shall be treated as advances and added to the outstanding principal
balance owed by Borrower to Lender.
7. REIMBURSEMENT
TO AME EXPENSES. Borrower acknowledges that pursuant to the
Participation Agreement with AME, of even date herewith, that AME is entitled to
receive reimbursement
for all direct expenses incurred by AME related to the Picture up to the amount
of $50,000, Borrower hereby authorizes Lender to pay from loan proceeds such
amounts owed to AME pursuant to the Participation Agreement upon receipt of a
letter of direction that such a payment be made from an authorized
representative AME, with a copy to Borrower and that any such amount paid shall
be added to the principal balance of the Loan, It is understood that Xxxxxx X.
Xxxxxxx and Xxxxxx Xxxxxx are authorized representatives of AME_
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8. SECURITY
INTEREST
a To
secure the Obligation and all other amounts that may become owed to Lender
pursuant
to this Agreement, Lender shall receive the Security Agreement, the Charge and
the Mortgage of Copyright to secure repayment the Obligation. 'The property in
which the Lender shall receive a security interest to secure performance of the
Obligation shall be collectively referred to herein as the "Collateral." The
Collateral shall be released upon payment in full of' all amounts of the
Obligations
b. The
Mortgage of Copyright may be filed with the U.S. Copyright Office, and the
Charge
may be filed with the Companies House in the United Kingdom.. Lender shall also
be allowed to immediately file any other documents, including a UCC-1 or any
other documents at any other location deemed appropriate by Lender.
c. Until
the Obligation is xxx and finally repaid, Borrower shall not sell, assign,
convey,
encumber, hypothecate or otherwise transfer or alienate any of the Collateral,
nor suffer, permit or authorize any person to file or record any Mortgage of
Copyright, Charge, UCC-1 Financing Statement, or other public record purporting
to create, perfect or give notice of any right, title, claim or interest of any
such person in and to any of the Collateral. This agreement by Borrower is
ffindamental to Lender's agreement to extend the Loan.
d. In
the event Borrower files any copyright applications, are awarded any
copyrights,
or otherwise acquire any right, title or interest in or to any copyright
covering or relating to the Collateral or any element thereof, Borrower shall
notify Lender of that fact within ten (10) days thereafter, and shall execute
and deliver any and all mortgages of copyright requested by Lender as to perfect
and provide public notice to third parties of Lender's security interest in such
copyright(s).
e. Except
as Lender may otherwise agree in writing, Borrower wan ants that Lender
shall be
in a first secured priority position on all Collateral.
9. THIRD
PARTY GUARANTY In an Event of a Default, and without waiving any other
rights or
remedies, Lender shall have the right to repayment of the Obligation pursuant to
Guaranties from the Seven Arts Entities ("Guarantors"), which provides in part
for repayment of all amounts owed pursuant to the Loan Documents.
10. ADDITIONAL COLLATERAL
AND PAYMENT OF PROCEEDS In addition to the Collateral described above, Borrower
shall cause the Seven Arts Entities and any entity in which a Seven Arts Entity
may have an interest, to grant a security interest, charge and mortgage of
copyright in forms of agreements acceptable to Lender in all monies and proceeds
to which any of those entities may have an interest derived from the motion
pictures currently entitled "American
Summer" and "Autopsy" as additional collateral seeming payment of the Obligation
and further providing that those entities will pay all amounts received from
those motion pictures by any of the Seven Arts Entities or any entity in which a
Seven Arts Entity has an interest to Lender until the Obligation has been paid
in full.
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11. ATTORNEY FEES
AND ADDITIONAL COSTS. On the Effective Date, and as a draw against the Loan,
Borrower agrees that Lender will thaw against the Loan the actual amount of
Lender's attorney fees for the preparation of all of the Loan Documents, up to
$15,000, and all costs (including legal costs) relating to the filing of the
Charge and any UCC-1 financing statements and the recording and registration of
the Mortgage of Copyright. Borrower shall pay all reasonable attorney fees and
costs incurred by Lender in connection with any collection efforts by Lender
including, without limitation, legal fees and costs. Borrower agrees to pay all
wire transfer charges including, without limitation, wire transfer charges
incurred by Lender in making the Loan and wire transfer charges incurred by
Borrower in repaying the Obligation. Lender shall have no obligation, liability
or responsibility to any broker, finder and/or person claiming any sort of right
or interest in receiving remuneration in connection with this transaction. In
the event of litigation, the prevailing party shall be entitled to reasonable
attorneys' fees and costs..
12. BENEFIT OF
AGREEMENT:
a. Lender
may assign or transfer all or any part of its rights and benefits under this
Agreement
without the consent of Borrower
b. Borrower
may not assign any part of its rights and benefits under this Agreement
without
the prior written consent of Lender, which consent shall be in the sole and
absolute discretion of Lender
13. NOTICE:
All notices which either party is required or may desire to give the other
under the
Agreement shall be in writing and shall be given by one or more of the
following: personal or overnight delivery, facsimile transmission and/or by
registered or certified post mail (postage prepaid) to the appropriate party..
All notices to Borrower shall be made to the attention of either Gone to Hell
Limited, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX X 0XX, Xxxxxx Xxxxxxx, Attn: Xxxx Xxxxxxx
and/or Gone to Hell Limited, c/o Seven Arts Pictures, 0000 Xxx Xxxxxxx Xxxx.,
Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attn: Xxxxx Xxxxxxx, fax number: (000)
000-0000. All notices to Lender shall be made to: Palm Finance Corporation, 000
Xxxxxxxx Xxxx , Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx, 00000, Attn: Xxxxxx .a
Markoff, with copies to A-Xxxx Entertainment, LLC, 9595 Wilshire Blvd.,
Penthouse - 1000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attn: Xxxxxx Xxxxxx, fax no.
(000) 000-0000 and to Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxx, Xxxxx 00000, Fax No (000) 000-0000, Attn: Xxxx X. Xxxxx, In,
or such other addresses as requested by AME in writing. Any party may change
where it would like to receive notice by giving written notice to the other
parties. Notice will be deemed received as follows: for personal service, upon
delivery to the addressed entity; for overnight delivery, the date of receipt as
indicated by the overnight carrier; by facsimile, on the business day following
the day of transmission; and by mail service, five business days after deposit
with the government operating postal service.
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14. APPLICABLE
LAW AND SEVERABILITY: This Agreement shall in all respects be governed by and
construed in accordance with the laws of California applicable to agreements
executed and to be wholly performed within California. Nothing contained herein
shall be construed so as to require the commission of any act contrary to law,
and whenever there is any conflict between any provision contained herein and
any present or future statute, law, ordinance or regulation contrary to which
the parties have no legal right to contract, the latter shall prevail and the
provision of this document which is affected shall be curtailed and limited only
to the extent necessary to bring it within the requirements of
law..
15.. VENUE
AND JURBDICTION: Borrower hereby agrees (i) that any litigation, action or
proceeding
arising out of or relating to this Agreement may only be instituted in any state
or federal court located in Los Angeles County in the State of California, (ii)
that Borrower waives all objections which it might have now or hereafter have
with regard to the venue of any such tribunal, (iii) that Borrower irrevocably
and unconditionally submits to the jurisdiction and venue of any such court, and
(iv) that Borrower hereby waives any claim or defense of inconvenient forum. TAE
PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY F ANY CAUSE OF
ACTION WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS
OR ANY OTHER LOAN DOCUMENT NOW OR IIEREAVIER ENTERED INTO BETWEEN THE PARTIES
UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
16 AUTHORIZATION:
Borrower hereby represents and warrants that the persons signing the Loan
Documents are duly authorized representatives of each such entity, have the
corporate authority to bind such entity, that such entity is in good standing in
the jurisdictions in which such entity is required to be qualified, that such
entity has the power and authority to own its properties and to transact the
business in which it is engaged in all places at which it engages in business;
that such entity has taken all actions required to be taken in connection
herewith; that entering into the Loan Documents does not and will not conflict
with any other obligations of Borrower; and that upon execution of this
Agreement by the undersigned, this Agreement will constitute a legal, valid and
binding obligation of such entity and will be enforceable against such entity as
set forth herein..
17. PROTECTION OF
COLLATERAL. So long as Borrower owes Lender any amount pursuant to this
Agreement, Borrower shall not enter into any agreement relating to the
Collateral without first obtaining the permission of Lender
18. POWER
OF ATTORNEY.. Borrower. hereby irrevocably appoints Lender as its true and
lawful
attorney-in-fact with full and. irrevocable power of attorney on behalf of
Borrower, to execute any and all documents (including the endorsement of
checks), any additional registrations of copyright or to take any actions
reasonably necessary in Lenders good-faith sole discretion to enforce any of the
provisions of this Agreement or' any of the other Loan Documents, including its
rights to the Collateral..
19. RIGHT
TO INSPECT Borrower' shall maintain complete and accurate books and records
relating to the Collateral, and Lender shall have the unlimited right to inspect
and copy such
books and records, including access to all computer hardware or software
necessary to inspect
airy books and records kept on computers. Lender shall also have the right to
inspect any of the
Collateral at any time Upon request of Lender, Borrower shall furnish Lender
with any information as Lender may request from time to time Borrower shall
supply Lender with copies of all production reports (e.g., budget, shooting
schedules, and cost to complete) for the Picture. Lender shall have the right to
visit the set and talk to production personnel regarding the progress of the
Picture
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20. LENDER'S
RIGHT TO OBSERVE PRODUCTION Lender shall have the right to have its
representatives visit the location of filming, post production and any other
location at which any production related activity is conducted to observe the
production of the Picture..
20. MISCELLANEOUS.
a This
Agreement with the documents, instruments and agreements referred to
herein
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof; and
b. No
failure to exercise, and no delay in exercising any right, power or remedy
hereunder
or under any agreement referred to herein shall impair any right, power or
remedy which Lender may have, nor shall any such delay be construed to be a
waiver of any of such rights, powers or remedies or an acquiescence in any
breach or default under this Agreement or any agreement referred to herein nor
shall any waiver of any breach or default of Borrower hereunder be deeded a
waiver of any default or breach subsequently occurring The rights and remedies
herein specified are cumulative and not exclusive of any rights or remedies
which Lender would otherwise have, at law or in equity.
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IN
WITNESS WHEREOF the parties have executed this Agreement as of the date set
forth above
"BORROWER"
GONE TO HELL LIMITED acting by
two
director/a director and its
secretary
By:____/s/ Xxxxx
Hoffman_____________ By:____/s/ Xxxx Hoffman________
Name:
Xxxxx Xxxxxxx Name: Xxxx Xxxxxxx
Director: Sale Director
"LENDER"
PALM
FINANCE CORPORATION
By:_________________________________
Name:
Title:
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LIST OF
EXHIBITS
1. Exhibit A —
Approved Budget and Approved Cash Flow Schedule
2. Exhibit B
--- Form of Request for Funding
3. Exhibit C —
Collateral Schedule
4. Exhibit D —
Deposits Schedule
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