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Exhibit 10.2
THE HAMMER TRUST
AN IRREVOCABLE BUSINESS ROYALTY TRUST
This indenture created on this 26th day of November, 1999, under the laws of the
state of Florida, by and between the Principals, STUDIO CITY HOLDING
CORPORATION, a New York corporation, with a registered office of ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and PROBLEM SOLVERS, INCORPORATED,
with a registered office of ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ and said Studio and
PSI mutually agree to establish an irrevocable business royalty trust to be name
"THE HAMMER TRUST - AN IRREVOCABLE BUSINESS ROYALTY TRUST" under the covenants
established and upon the conditions and for the purposes set forth in this trust
document. Studio and PSI further agree that this document except as modified in
writing executed by the Principals (or their successors) is complete and
constitutes the full and complete agreement of the Principals.
1. NAME OF TRUST: The name of this irrevocable business royalty trust is "THE
HAMMER TRUST - AN IRREVOCABLE BUSINESS ROYALTY TRUST" (hereinafter the TRUST).
2. PRINCIPALS: The Principals of this agreement are limited to two entities,
namely, STUDIO CITY HOLDING CORPORATION, (hereinafter "Studio") and PROBLEM
SOLVERS, INCORPORATED, (hereinafter "PSI"), and each Principal shall be
represented by a designated and authorized representative.
A. Studio as a Principal to this agreement hereby designates by full corporate
authority, ▇▇▇▇▇ ▇. ▇▇▇, president of Studio, as its authorized representative
and he shall have the full and direct authority to represent Studio and he is
further empowered to execute this trust document.
B. PSI as a Principal to this agreement hereby designates by full corporate
authority, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, president of PSI, as its authorized representative
and he shall have the full and direct authority to represent PSI, as its
authorized representative and he shall have the full and direct authority to
represent PSI and he is further empowered to execute this trust document.
C. Either Principal expressing a desire or necessity to sell or otherwise
dispose of their residual interests in the TRUST shall offer to the other
Principal the first right of refusal to acquire such residual interest being
sold or otherwise disposed of prior to offering same to any other party
excepting as noted in paragraph E below;
D. If the other Principal rejects the offer to acquire the offered residual
interests than either Principal shall be free to find a successor in interest
who must meet the following criteria:
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(1) the successor Principal must not be affiliated with any business enterprise
which would damage the reputation or business effectiveness of the TRUST;
(2) the successor Principal must certify under oath that the integrity of the
TRUST will be maintained;
(3) the successor Principal may be required to post a "cash" or "assets" bond
for the benefit of the TRUST and/or the non-selling Principal to guarantee the
continued operations of the TRUST as originally intended and set forth in this
document.
E. Should a third party non-principal express an interest in acquiring ownership
of the entire residual interests of the TRUST, it shall be the sole
responsibility of each Principal to entertain any such offer to purchase their
proportional interests subject to the restrictions listed in paragraph D above
3. TERM: The duration of the TRUST is perpetual (without a definite date of
termination).
4. PURPOSE: This TRUST is established for the direct benefit of the Principals
allowing each to receive the maximum benefit from the development and
exploitation of assets from which both Principals shall receive a 50/50 split
("PROFIT PARTICIPATION") in perpetuity.
5. AUTHORITY: The TRUST shall have the right to have and to hold any asset as
provided by the principals initially and may receive additional assets from time
to time. Trustees shall have the power and authority as set for hereinafter.
6. TRUSTEES: Each Principal shall have the authority to appoint one (1) Trustee
to represent that Principal in the management and operations of this TRUST. A
Trustee may be removed at any time, with or without cause, by the Principal
making the appointment. Should a dispute result in an impasse, the Trustees
shall submit the dispute to the Principals for their consideration and decision.
Should the Principals not be able to resolve the impasse, the presenting problem
may be submitted to non-binding mediation/arbitration or legal action may be
taken by either Principal. Trustees need not furnish a personal bond but the
TRUST may provide for the bonding and payment thereof a bond in any amount
deemed appropriate by the Principals.
A. Studio appoints as it initial Trustee, ▇▇▇▇▇ ▇. ▇▇▇ whose mailing address is
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, phone ▇▇▇-▇▇▇-▇▇▇▇, fax ▇▇▇-▇▇▇-▇▇▇▇
B. PSI appoints as it initial Trustee, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ whose mailing address is
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, phone ▇▇▇-▇▇▇-▇▇▇▇ fax ▇▇▇-▇▇▇-▇▇▇▇.
C. Should a Trustee resign, die or be removed by the Principal appointing said
Trustee, then it will be the direct responsibility of said Principal whose
Trustee, resigned, died, or was removed to appoint a successor Trustee within
thirty (30) days of the death of said Trustee or within ten (10) days of the
resignation or removal of said Trustee. The power to appoint a Trustee or
successor Trustee resides solely with the Principal (or assign, heir,
administrator, executor, or successor) making the original appointment. All
successor Trustees shall have the same power and duties of their predecessor(s)
unless otherwise modified.
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D. Should both Trustees resign, die or are removed simultaneously by the
Principals, then the Principals shall have the power to act as Trustees and
continue the TRUST until such time as successor Trustees may be appointed.
Either Principal may authorize, in writing, the other to act for the mutual
benefit of both for a period of time so designated in writing.
E. The absence of designated Trustees shall not operate or be construed to
defeat or terminate this TRUST. This TRUST may be terminated only by mutual
written consent of the Principals or their successors in title.
F. The Trustees shall execute their duties and account to the beneficiaries of
the TRUST for all assets and monies received by the Trustees when properly and
lawfully required. Should either of the Trustees resign there shall be a proper
accounting by said Trustee of all assets and monies received by said Trustee.
Neither Trustee shall be held accountable for the acts or defaults of the other.
Further, the Trustees shall not be held accountable for the acts or defaults of
the other. Further, the Trustees shall not be held accountable or personally
liable for any business judgment error in the execution of their duties.
G. The Trustees, in managing the TRUST assets and earnings, with written
authorization by the Principals, shall not be confined to usual and customary
investments for Trustees (so-called "legal investments") but instead, the
Trustees are at liberty to make other and different investments that in their
judgment, may seem proper and fitting and said Trustees shall not be personally
liable or held accountable for any depreciation in the value of any investment,
and the losses, if any, shall fall solely on those beneficiaries of the TRUST.
Further, if the Trustees shall pay more than par value for any investment, they
shall not be obligated to establish a "sinking fund" from the income of such
investment(s), for the repayment to the Principals of the sum so paid over and
above par, but the entire income of the investment(s) shall be disbursed and
paid as provided for in this document and supplements thereto.
H. The Trustees shall be entitled to compensation pursuant to a written
agreement, which may be modified from time to time, by the Principals.
7. INITIAL CONTRIBUTIONS: Each Principal shall make an initial contribution to
the TRUST AS follows:
A. Studio will contribute:
(1) Cash of one thousand dollars and no cents ($1,000.00);
(2) A promissory demand note made payable to TRUST for an amount of two million
five hundred thousand dollars ($2,5000,000.00) which shall be redeemed by Studio
upon the sale of Studio common stock in a public or private offering which shall
commence during the calendar year of 2000;
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(3) One million five hundred thousand shares of common stock in Studio having a
designated value of five dollars ($5.00) per share;
(4) One million two hundred thousand shares of Class B preferred shares in
Studio with a designated value of fifty dollars ($50.00) per share; and
(5) Additional assets and/or cash and/or stock and/or corporate bonds in Studio
and/or stock in a subsidiary of Studio may also be contributed at any time.
B. PSI will contribute:
(1) Cash of one thousand dollars and no cents ($1,000.00); and be credit for
(2) Two million three hundred thirty-three thousand three hundred forty
(2,333,340) shares of Class B Preferred Stock of SCA Global Resources,
Incorporated (hereinafter "SCA") issued to the TRUST for PSI's efforts in
obtaining an agreement for a swap of common stock between SCA and
shareholders of M & C Oil, Inc. and the transfer of approximately
$60,000,000 dollars of oil and gas reserves. The Class B Preferred Stock SCA
has a designated value of twenty dollars ($20.00) per share; and
(3) Additional assets and/or cash and/or stock and/or corporate bonds and/or
stock in another corporation may also be contributed at any time.
C. The Trustees may, at any time for the direct benefit of the trust, sell any
or all of their holdings of Class B Preferred shares subject to any existing
restrictions.
(1) SCA Class B Preferred shares are convertible at the ratio of one (1) Class B
Preferred share for ten (10) shares of common SCA stock. Should the Trustees
elect to effect a conversion of Preferred to common the TRUST shall be
required to hold the common stock for a minimum period of two (2) years.
(2) Studio Class B Preferred shares are convertible at the ratio of one (1)
Class B Preferred share for ten (10) shares of common Studio stock. Should
the Trustees elect to effect a conversion of Preferred to common the TRUST
shall be required to hold the common stock for a minimum period of three (3)
years.
8. DISTRIBUTIONS: The Principals shall receive equal distributions as follows:
A. Studio and PSI shall each receive fifty percent (50%) of all cash
distributions.
B. Studio and PSI shall receive fifty percent (50%) of any other type of
residual interest which is appropriated for the benefit of the TRUST and its
Principals.
9. RESTRICTIVE COVENANTS: The Principals and their suceesor(s) shall be bound
by the following covenants:
A. Either or both, Studio and PSI, may elect in their separate and sole
discretion to provide as com-
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pensation to brokers, underwriters, or any other third party, a right in that
third party to receive a percentage of that Principal's net profit, i.e., cash
distribution.
B. Neither Principal nor their successor(s) may obligate or otherwise pledge
their residual interests in the TRUST to any person, association, corporation,
or other organization which is not a Principal in the TRUST without the
knowledge and expressed written consent of the other Principal. If such a breach
occur, the offending Principal will have thirty (30) days after written notice
from the other Principal or either Trustees to cure such breach. If such breach
continues beyond the thirty (30) days then the offending Principal violating
this covenant shall pay to the non-offending Principal a cash sum the greater of
either one-half (1/2) the value of the offending Principal's residual rights
prior to the offence or one million dollars ($1,000,000.00), as part of the
liquidated damages and not as a penalty. Said payment shall be non-dischargable
in bankruptcy proceedings.
C. No Principal or beneficiary has the right to interfer in the operations of
the TRUST nor to interfer with the Trustees in their execution of their duties.
D. Principals and Trustees of this TRUST expressly agree to be bound by rules of
confidentiality and non-circumvention limiting any discussion and/or disclosure
of any and all aspects of the Trust document and the operations of the TRUST and
its affiliated business operations to others not Principals, Trustees, or
Employees/Consultants/Advisors.
10. AMENDMENTS: The tenents of the TRUST may be amended from time to time under
the following circumstances:
A. Either Trustee may draft a proposal which meets all stated requirements and
arrange a meeting with the other Trustee and both Principals to discuss the
proposal.
B. Each Principal and the other Trustee shall be provided with a copy the
proposal at least thirty (30) days prior to the arranged meeting excepting in
the case of a bonafied emergency.
C. Each Principal and/or Trustee may request an independent legal opinion of the
proposal.
D. Should the proposal negate the stated purposes and tenants as described in
this document, either Principal shall have the right to veto the proposal or
request the proposal be rewritten to remove any negation.
E. After any corrections, discussion, and/or revisions to the proposal there
must be a unanimous approval by the Principals in writing before such proposal
is adopted and becomes effective to amend the TRUST in any fashion. It shall
then be the duty of the Trustees to insure the completion of the necessary
paperwork to effect the proposal.
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11. ADDITIONAL POWERS OF TRUSTEES: The Trustees may from time to time,
A. provide a portion up to eighty percent (80%) of the TRUST assets base as a
foundation for the creation of financial vehicles to non-principal third party
participants in the form of bonds or other financing instruments. Due diligence
to avoid violating this document shall be exercised by the Trustees in such
transaction but nothing within this document shall be construed to prevent the
exercise of this power;
B. retain and pay from TRUST income and/or assets, accountants and/or advisors
from any field deemed necessary to carry out the purposes and intent of this
document;
C. order payment of their compensation in accordance with the written agreement
of the Principals in effect;
D. order and pay for any equipment, supplies, materials, etc. to maintain and/or
expedite communications and/or travel deemed by the Trustees to be necessary for
the execution of the Trustees' duties;
E. enter into joint ventures or other types of business arrangements which are
deemed by the Trustees to be advantageous to the TRUST and/or its Principals.
12. TRUST RECORDS: The Trustees shall maintain for the benefit of the TRUST and
its Principals, books of account and records of the TRUST, as defined under the
statutes of the state of Florida.
A. All books of accounts and other records of the TRUST shall be kept in the
principal place of business of the TRUST and each Trustee and each Principal
shall at all times have access to, and may inspect and copy any of the books and
records of the TRUST.
B. Studio has agreed to initially obtain and provide securities and tax counsel
for the benefit of the TRUST the costs of which shall ultimately be the
responsibility of the TRUST.
C. Studio has agreed to obtain and provide an initial system of accounting and
certified audits for the operations of the TRUST the costs of which shall
ultimately be the responsibility of the TRUST.
13. TERMINATION: This TRUST, although perpetual by design, may be terminated
upon the mutual written agreement and consent of the participating Principals or
their successors.
14. EXECUTION AND ACCEPTANCE: This document is executed by the Principals in
multiples with an executed original being given to each Principal, each
initially appointed Trustee and one to be placed in the official records of the
TRUST. Further, the initially appointed Trustees with their signatures below
accept their appointments and responsibilities and agree to receive and hold for
the benefit of the TRUST and its Principals the initial contributions as stated
in paragraph 7 above.
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IN WITNESS WHEREOF, the Principals' duly authorized agents affix their
signatures to this TRUST document to become effective upon the receipt by the
Trustees of the initial contributions referred to in paragraph 7 above.
For STUDIO CITY HOLDING CORPORATION
(corporate seal)
/s/▇▇▇▇▇ ▇. ▇▇▇ as President
▇▇▇▇▇ ▇. ▇▇▇, President
For PROBLEM SOLVERS, INCORPORATED
(corporate seal)
/s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
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