MODIFICATION OF LOAN DOCUMENTS
This Modification of Loan Documents is made and entered into this 3rd
day of April, 1998 by and between CUTTING EDGE ENTERTAINMENT, INC., a
California corporation, hereinafter referred to as "Cutting Edge" and MEDLEY
CREDIT ACCEPTANCE CORP., a Delaware corporation, hereinafter referred to as
"Medley" and XXXXX X. XXXXXXX, individually, hereinafter referred to as
"Xxxxxxx" [throughout this agreement Cutting Edge, Medley and Xxxxxxx may be
referred to collectively as "Parties" for convenience.].
W I T N E S S E T H :
WHEREAS, the Parties entered into a Loan Agreement on January 23, 1998
providing for Medley lending to Cutting Edge the sum of Six Hundred Thousand
Dollars ($600,000.00), which loan was personally guaranteed by Xxxxxxx, and
WHEREAS, in furtherance of said loan Cutting Edge executed a
Promissory Note dated January 23, 1998 in the sum of Six Hundred Thousand
Dollars ($600,000.00) in favor of Medley, which Promissory Note was secured by
various security instruments described in Section 2 of Article I of the Loan
Agreement between the parties, and
WHEREAS, Cutting Edge has entered into an agreement with Medley to
factor specific Multiple Rights Distributorship Agreements, the proceeds of
which had previously been encumbered by Medley, and
WHEREAS, in consideration of Medley's factoring Specific Multiple
Rights Distribution Agreements for Cutting Edge, Cutting Edge has agreed to
assign specific Multiple Rights Agreements to Medley in order to accelerate the
payment of the monies due Medley by Cutting Edge under the Promissory Note, and
WHEREAS, the Parties desire to memorialize their agreements into a
written instrument.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00)
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Recitals: The above and foregoing recitals are true and correct and
are incorporated herein.
2. Modification of Maturity Date: The Loan Agreement, Promissory Note
and all other loan documents executed by Cutting Edge in favor of Medley in
connection with the loan and loan documents executed on January 23, 1998 are
hereby amended to provide for the maturity of all sums outstanding and due
under the Promissory Note dated January 23, 1998 in the principal amount of Six
Hundred Thousand Dollars ($600,000.00) to September 23, 1998 and that the
option to extend for an additional sixty (60) days is hereby deleted.
3. Specific Sources of Repayment: Simultaneously with the execution of
this modification, Cutting Edge shall execute in favor of Medley assignment of
contract proceeds due under all Distributorship Agreements described on Exhibit
"A" attached hereto. The assignment shall be evidenced by individual assignment
of contract proceeds under the Multiple Rights Distribution agreements
described therein. In addition, Cutting Edge shall deliver Notice of
Assignments to each Distributor whose contract and contract proceeds has been
assigned to Medley advising said Distributor that payments due under the
Agreement are to be made to Medley as directed.
4. Irrespective of the specific sources of repayment described in
paragraph 3 above, Cutting Edge shall be responsible for payment in full by the
modified maturity date of all sums due Medley including accrued interest under
the Promissory Note. In the event there are any outstanding contract proceeds
not paid following payment in full at the maturity date by Cutting Edge to
Medley, Medley shall immediately thereafter reassign all contracts and contract
proceeds remaining unpaid on Exhibit "A" to Cutting Edge.
5. Except to the extent specifically and expressly modified herein,
the terms and provisions of the Note, Loan Agreement and other loan documents
executed between the Parties or delivered in connection with the loan shall
remain unmodified and in full force and effect.
6. Cutting Edge and Xxxxxxx acknowledge that there are no defenses,
counterclaims, setoffs, claims or demands over or against Medley arising from
the Note, Loan Agreement or other loan documents or any transactions and
negotiations relating to such documents.
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IN WITNESS WHEREOF, the Parties have hereunto set their hands and
seals.
Dated as to Cutting Edge this 3rd day of April, 1998.
Witnesses:
_____________________________ CUTTING EDGE ENTERTAINMENT, INC.,
a California corporation
By: /s/ Xxxxx Xxxxxxx Pres.
--------------------------
Xxxxx Xxxxx, President
Dated as to Xxxxxxx this 3rd day of April, 1998.
_______________________________
/s/ Xxxxx Xxxxxxx
--------------------------------
_______________________________ Xxxxx Xxxxxxx, Individually
Dated as to Medley this 3rd day of April, 1998.
MEDLEY CREDIT ACCEPTANCE CORP.
/s/ Xxxxxxx Xxxxx a Delaware corporation
----------------------------
/s/ Xxxxx Xxxxxxx
----------------------------
By: /s/ Xxxxxx Press
--------------------------
Xxxxxx Press, President
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STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
I HEREBY CERTIFY that on this 3rd day of April, 1998, before me, an officer
duly authorized to take oaths and acknowledgments in the State and County
aforesaid, personally appeared Xxxxx X. Xxxxxxx, as President of Cutting Edge
Entertainment, Inc., a California corporation, known to me to be the person
described in and who executed the foregoing, and who acknowledged before me
that he executed same for the purposes described therein and are personally
known to me or have produced _____________________________ as identification.
/s/ Xxxxxxxx Xxxxxxxx
----------------------------------
NOTARY PUBLIC, STATE OF CALIFORNIA
At large
My Commission Expires:
[Stamp]
Xxxxxxxx Xxxxxxxx
Comm. #1145432
[Seal] Notary Public - California
Los Angeles County
Comm. Exp. July 3, 0000
XXXXX XX XXXXXXXXXX )
) ss.:
COUNTY OF )
I HEREBY CERTIFY that on this 3rd day of April, 1998, before me, an officer
duly authorized to take oaths and acknowledgments in the State and County
aforesaid, personally appeared Xxxxx X. Xxxxxxx, individually, known to me to
be the person described in and who executed the foregoing, and who acknowledged
before me that he executed same for the purposes described therein and are
personally known to me or have produced _______________________________________
__as identification.
---------------------------
NOTARY PUBLIC, STATE OF FLORIDA
At large
My Commission Expires:
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STATE OF FLORIDA )
) ss.:
COUNTY OF DADE )
I HEREBY CERTIFY that on this 3rd day of April, 1998, before me, an officer
duly authorized to take oaths and acknowledgments in the State and County
aforesaid, personally appeared Xxxxxx President, as President of Medley Credit
Acceptance Corp., a Delaware corporation, known to me to be the person
described in and who executed the foregoing, and who acknowledged before me
that he executed same for the purposes described therein and are personally
known to me or have produced ___________________________ as identification.
/s/ Xxxxxxx Xxxxx
---------------------------------
NOTARY PUBLIC, STATE OF FLORIDA
At large
My Commission Expires:
[Stamp]
Xxxxxxx Xxxxx
[Seal] Mr. Commission # CC 729396
EXPIRES: March 30, 2002
Bonded Thru Notary Public Underwriters
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