AGREEMENT
THIS AGREEMENT is made and entered into by and between
MEDLEY CREDIT ACCEPTANCE CORP., a Delaware corporation,
(hereinafter referred to as "Company"), and MEDLEY GROUP, INC., a
Delaware corporation (herein referred to as "Group").
(Throughout this agreement, Company and Group may be referred to
collectively as parties for convenience).
W I T N E S S E T H
WHEREAS, Company has filed a registration statement with the
Securities and Exchange Commission to conduct a public offering
in connection with the sale of the Company's common stock and
warrants to purchase common stock ("Public Offering"), and
WHEREAS, the Public Offering will register in addition to
the Common Stock of the Company, two hundred thousand shares
(200,000) of the Common Stock owned by Group; and
WHEREAS, Medley Refrigeration, Inc., a majority owned
subsidiary of Group is indebted to Company; and
WHEREAS, it is in the best interest of Company and Group
that the proceeds derived from the sale in the Public Offering of
Group's common stock in the Company be utilized to satisfy the
debt owed by Medley Refrigeration, Inc. to Company; and
WHEREAS, the parties desire to memorialize their agreement
into a written instrument.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the parties agree as follows:
1. The above and foregoing recitals are true and correct
and are incorporated herein.
2. Provided the sale of common stock and warrants in the
Company's Public Offering meets the Minimum Offering requirements
described in the Company's Prospectus for use in connection with
the Public Offering, Group hereby authorizes and directs that the
proceeds from the sale of Group's 200,000 shares of common stock
in the Public Offering ($990,000.00) be paid directly by
SunTrust/South Florida National Association, the escrow agent for
the Public Offering, to the Company to satisfy all debt then due
the Company by Medley Refrigeration, Inc.
3. Group acknowledges that its obligations hereunder have
an immeasurable value to the Company. Group further acknowledges
that any breach or threatened breach by it of any of the
provisions hereof will result in irreparable and continuing harm
to the Company for which the Company would have no adequate
remedy at law. Therefore, in addition to any other remedy which
the Company may have at law or in equity, the Company shall be
entitled to specific performance, injunctive relief or other
equitable remedies in the event of any such breach or threatened
breach.
IN WITNESS WHEREOF the parties have hereunto set their hands
and seals.
Dated this 23rd day of May, 1997.
MEDLEY CREDIT ACCEPTANCE CORP.
BY: /s/ Xxxxxx X. Press
--------------------------------
XXXXXX X. PRESS, PRESIDENT
MEDLEY GROUP, INC.
BY: /s/ Xxxxxx X. Press
--------------------------------
XXXXXX X. PRESS, PRESIDENT
