TERMINATION OF LOAN
This Termination of Loan, dated as of November 1, 2005 (the "Termination
Agreement"), is executed by and between the signatories hereto.
Recitals
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A. On October 3, 2003, Xxxxxxxxxx Investments, LLC ("Xxxxxxxxxx") made a
loan of Two Hundred Twenty Thousand Dollars ($220,000) (the "Loan") to Xxxxxx
Xxxxxxx Boxing, Inc. ("Boxing"). The Loan is evidenced by a promissory note
dated October 3, 2003 (the "Note").
B. On February 10, 2005, Xxxxxxxxxx, Xxxxxx Charitable Remainder Trust (the
"Trust"), Xxxxxx Xxxxxxx Promotions, Inc. ("CKP"), Xxxxxx Xxxxxxx Promotions,
Ltd. ("Promotions") and Boxing executed a Term Sheet for Modification of Loan
and Consulting Arrangements (as amended by the letter agreements dated as of
March 9, 2005, June 21, 2005, August 16, 2005 and October 3, 2005 and
hereinafter referred to as the "Term Sheet").
C. In accordance with the Term Sheet, Xxxxxxxxxx, the Trust, CKP,
Promotions and Boxing are entering into the more definitive documentation
evidencing the transactions contemplated by the Term Sheet (the "Definitive
Documentation").
Agreement
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In consideration of the agreements contained herein, the parties hereto
hereby agree as follows:
Section 1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Term Sheet.
Section 2. Termination.
(a) CKP agrees to deliver to Xxxxxxxxxx by November 8, 2005 a certificate
representing 800,000 shares (the "Shares") of the common stock, par value $.01
per share, of CKP which, pursuant to the Term Sheet, will be accepted by
Xxxxxxxxxx as and for full payment of the outstanding amounts owed under the
Note for principal and interest.
(b) Conditioned upon (i) the receipt of the Shares and the other
consideration provided for by the Term Sheet and the Definitive Documentation
and (ii) execution by and among Xxxxxxxxxx, the Trust, CKP, Promotions and
Boxing of the Definitive Documentation, the (x) Loan is hereby terminated and of
no further force or effect and (y) Xxxxxxxxxx will deliver to Boxing the Note,
marked "cancelled" or an Affidavit of Lost Note by November 8, 2005.
Notwithstanding anything to the contrary contained in the foregoing, in the
event the Shares are not delivered to Xxxxxxxxxx in accordance with sub-clause
(a) above, Xxxxxxxxxx may (i) extend the due date for receipt of the Shares or
(ii) rescind this Termination Agreement and the
Definitive Documentation, in which case the transactions contemplated by the
Term Sheet must be documented and consummated again.
(c) The Shares are covered by and have the benefit of the Registration
Rights Agreement of even date by and between CKP and Xxxxxxxxxx.
Section 3. Miscellaneous. This Termination Agreement is a contract made
under and shall be construed in accordance with and governed by the laws of the
state of New York (without regard to the choice of law principles thereof). This
Termination Agreement shall benefit and bind the parties hereto and their
respective assigns, successors and legal representatives. This Termination
Agreement may be executed in two or more counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument. All titles or
headings to the sections or other divisions of this Termination Agreement are
only for the convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such sections,
subsections or the divisions, such other content being controlling as to the
agreement between the parties hereto. In the event of any dispute arising under
this Termination Agreement, the parties agree to submit such dispute to
arbitration pursuant to the rules of the American Arbitration Association in New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed as of the date first above written.
XXXXXX XXXXXXX PROMOTIONS, INC.
By: /s/ Xxxxx XxXxxxxxx
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Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
XXXXXXXXXX INVESTMENTS, LLC
By: /s/ Xxxxxxx X. English
--------------------------
Name: Xxxxxxx X. English III
Title: Managing Member
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