EXHIBIT 10.35
ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------
This Assignment and Assumption Agreement (this "Assignment") dated as of
October 1, 1999 is entered into between Imperial Bank, a California banking
corporation ("Assignor"), and Imperial Credit Industries, Inc., a California
corporation ("Assignee"), with reference to the following facts:
A. Assignor, as Seller, and Assignee, as Buyer, previously entered into
that certain Asset Purchase Agreement dated as of October 1, 1999 (the "Purchase
Agreement");
B. Pursuant to the terms of the Asset Purchase Agreement, Assignor is
conveying to Assignee all of Assignor's right, title and interest in certain
contracts and agreements more fully described in Exhibit A hereto (the
"Contracts").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree
as follows:
1. Assignment. Assignor hereby assigns, conveys, transfers and sets over
----------
to Assignee all of Assignor's rights related to or connected with the Contracts.
2. Assumption. Assignee hereby:
----------
(a) accepts the foregoing Assignment; and
(b) assumes and agrees to perform all of the obligations of Assignor
under the Contracts.
3. Further Assurances. Assignor and Assignee each agree to execute such
------------------
other documents and perform such other acts as may be necessary or advisable to
effect the intent of this Assignment.
4. Counterparts. This Assignment may be executed in one or more
------------
counterparts, each of which shall be deemed a part of an original and all of
which shall constitute one and the same Assignment.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date set forth above.
Assignor:
Imperial Bank, a California corporation
By: ___________________________________
Title: ____________________________
By: ___________________________________
Title: ____________________________
Assignee:
Imperial Credit Industries, Inc., a
California corporation
By: ___________________________________
Title: ____________________________
By: ___________________________________
Title: ____________________________
2
EXHIBIT A
1. Xxxxxx Xxxx -- Consultant
2. Collection Administration Agreement -- TYLK LLC
3. Collection Administration Agreement -- Echo Lake Productions, LLC
4. FIDEC -- 50% participation in loan guarantee
5. KBL Participations Konprod Inc. Loan #: 776025188-3
6. KBL Participations -- Contre Films Loan #: 776025169-5
7. KBL Participations -- Kudzu Prod. Loan #: 775075217-3
8. Agent for KBL--LTZ II, Inc.
9. Agent for KBL -- Cheese Sandwich, Inc.
10. Agent for KBL -- Muse Prods (Tracker), Inc.
11. Contemporary Versions/Xxxxxxx Xxx One More Loan (1)
12. License agreement re: Use of Xxxxx Xxxxxxx'x name
13. Maintenance agreement -- Pacific Plants
__________________
(1) These represent loan commitments for multiple films. In each case the
borrower is the same for all films and the loans are cross-collateralized.
