AGREEMENT, made this 5th day of August, 1996, among BLC Management
Consulting Services, Inc., with an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ("BLCS"), Eastland National Corp. ("ENC"), EBLC, Inc. ("EBLC") and
Salim El ▇▇▇▇ ("El ▇▇▇▇" , ENC, EBLC & El ▇▇▇▇ are hereinafter jointly referred
to as "Sellers") all with offices at ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ , ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, on December 20, 1991, EBLC and Business Loan Center, Inc. ("BLC")
entered into a Restated and Amended Partnership Agreement ("Agreement") pursuant
to which were set forth terms and conditions relating to the operation of
Business Loan Center, a New York general partnership ("Partnership") which was
formed to operate a small business lending company; and
WHEREAS, EBLC is wholly owned subsidiary of ENC and Salim El ▇▇▇▇ ("El
▇▇▇▇") is the sole shareholder of ENC; and
WHEREAS, Sellers have requested that BLCS purchase their interest in the
Partnership upon the terms set forth below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Sale of Partnership Interest.Sellers hereby agree to sell, transfer and
convey all of their interest in the Partnership to BLCS for cash consideration
of $380,000.00 to be paid by BLCS by wire transfer in accordance with
instructions to be furnished by Sellers at closing.
2. Representation and Warranties of ENC, El ▇▇▇▇ and EBLC. ENC, El ▇▇▇▇
and EBLC hereby jointly and severally represent and warrant to BLCS that:
2.1 The Partnership interest currently owned by Sellers is 11.8%
having been diluted from 45% as a result of the failure of EBLC to
meet capital calls all in accordance with the terms of the
Agreement;
2.2 Except for the aforementioned dilution, Sellers' interest in the
Partnership has not been sold, assigned, transferred, pledged or
hypothecated, and is not subject to any lien or encumbrance;
2.3 ENC and EBLC are New York Corporations in good standing, are
solvent, have the requisite net worth and assets to meet all of
their obligations as they become due and Sellers
have taken all corporate action necessary to ratify and complete
this sale;
2.4 Sellers have been granted the opportunity to examine the books
and records of the Partnership and to ask questions as to the
current operations and financial affairs of the Partnership and in
that connection Sellers acknowledge having received from BLC
Financial Services, Inc. its June 30, 1995 Form 10-K, Form 10-Q
Reports for the quarters ending September 30, 1995, December 31,
1995 and March 31, 1996; Form 8-K Report dated February 5, 1996;
press release dated June 3, 1996.
2.5 Sellers have consulted legal counsel with respect to this sale
and said legal counsel has reviewed this agreement on their behalf.
3. Closing. The closing of the transactions set forth above shall occur on
or about August 9, 1996, at the offices of the Partnership, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the 17th Floor, or such other date and place as the
parties may mutually-agree to. In order to avoid inconveniencing the Sellers by
requiring them to come to New York, the Sellers may forward the executed closing
documents to BLCS or its attorneys to be held in escrow until the closing
occurs. To the extent that the Partnership deems it necessary, the closing may
be adjourned until the United States Small Business Administration has granted
its consent to this transaction.
At the closing, Sellers shall deliver to BLCS:
3.1 An Assignment in the form annexed hereto as Exhibit 3.1;
3.2 A General Release in favor of BLCS, BLC, Partnership and BLC
Financial Services, Inc. in the form annexed hereto as Exhibit 3.2;
3.3. Resolutions of shareholders and Directors approving the sale in
the form annexed hereto as Exhibit 3.3;
3.4 An Incumbency Certificate signed by the President of each
respective corporation in the form annexed hereto as Exhibit 3.4.
2
BLC and BLCS shall deliver to ENC and EBLC:
3.5 A bank check payable to Sellers in the amount of $380,000.00.
3.6 A General Release in favor Sellers in the form annexed hereto as
Exhibit 3.6;
4. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the parties hereto.
5. Notices. Notices required hereunder shall be in writing and given to
the parties hereto at the addresses set forth above.
6. Applicable Law. This Agreement has been made under and shall be
governed by the laws of the State of New York.
7. Amendments, Changes and Modifications. This Agreement may only be
changed, amended, modified or altered by an agreement in writing signed by the
parties hereto.
8. Entire Agreement. This Agreement sets forth the entire understanding of
the parities and supersedes any and all prior agreements, arrangements and
understandings relating to the subject matter hereof. No representation,
promise, inducement or statement of intent has been made by either party which
is not embodied in this Agreement, and neither party shall be bound by or liable
for any alleged representation, promise, inducement or statement of intention
not expressly set forth herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on their behalf by their duly-authorized officers as of the date first above
written.
BLC MANAGEMENT CONSULTING
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
President
3
EASTLAND NATIONAL CORP.
By: /s/ Salim El ▇▇▇▇
-------------------------------- --------------------------------
▇. ▇▇▇▇▇▇▇ Vice President SALIM EL ▇▇▇▇ President
EBLC, INC.
By: /s/ Salim El ▇▇▇▇
-------------------------------- --------------------------------
▇. ▇▇▇▇▇▇▇ Vice President SALIM EL ▇▇▇▇ President
--------------------------------
SALIM EL ▇▇▇▇
4
