JOSEPH FINN CO., INC.
Auctioneers & Appraisers
188 Needham Street
Newton MA 02464
June 18, 1999
Tom Eyring
Chief Technology Officer
Unitel Video
555 West 57th Street Room 1240
New York, NY 10019
RE: Editel/LA, 729 Highland Avenue, Los Angeles, California
Dear Mr. Eyring:
We are pleased to offer Unitel Video, Inc. the following proposal for the
liquidation at auction of certain equipment located at your captioned facility
in Los Angeles, California.
We will conduct a one-day public auction sale by catalog from a nearby hotel
function room. We have scheduled Thursday, July 22, 1999 as an auction date,
with inspection at the facility on Tuesday, July 20th and Wednesday, July 21st
from 9:00 a.m. to 5:00 p.m.
We will visit the facility on June 7th and 8th to get complete descriptions and
photographs of all of the equipment for sale, which equipment list will be
subject to your approval. We will prepare a pictorial brochure for mailing to
approximately 20,000 audio video production facilities, television stations, and
broadcast facilities in North America. We will also prepare and place
promotional advertisements to appear in trade journals and newspapers.
You will provide us with two engineers during the entire auction process of
setup, sale, and removal.
We will provide security acceptable to Unitel on the premises beginning July
20th inspection through July 27th, including the inspection and removal period.
We will work along with Unitel personnel to arrange, tag, and catalog all of the
equipment for sale. We plan to be on the premises on June 21st to begin our
work.
We will work along with the two Unitel engineers to supervise two days of public
inspection prior to the auction sale.
We will provide sale day labor to include auctioneers, deposit men, floor
personnel, and computerized billing and bookkeeping.
We will work along with Unitel personnel to supervise the removal of equipment.
Buyers will be responsible for their own packing and shipping.
No non-Unitel-owned equipment will be placed in the sale without Unitel's prior
consent.
We will collect all funds and applicable taxes associated with the sale.
You hereby warrant that all of the machinery and equipment will be free and
clear of all liens and encumbrances when sold by us and you will hold us
harmless and defend us from any claims arising over the machinery and equipment
which do not involve acts of Joseph Finn Co., Inc. personnel.
We are to have free use and occupancy of the premises during the auction process
of set up, sale, and removal and understand that a Unitel employee will be
present at all times during this process.
Subject to your prior approval of specific language, we have the right to use
the name Editel/LA in our advertising for this auction.
All items will be sold as is and where is and the purchasers will be responsible
for removing the equipment and shall bear all risks of loss while in transit and
Joseph Finn Co., Inc. shall notify all purchasers of these terms. Unitel shall
have no liability for loss in transit.
Joseph Finn Co., Inc. will leave in place any machinery and equipment not sold
at the auction and will not in any way be responsible for cleaning the premises
after the auction.
Joseph Finn co., Inc. shall have not rights to any equipment not sold at auction
except their right to make private sales as provided in the seventh paragraph of
Page 3.
You will have all machinery and equipment free from any and all hazardous
wastes, chemicals, or regulated substances prior to the auction.
We will not be responsible in any way for any hazardous wastes or regulated
substances associated with any of the machinery and equipment.
We have and will maintain public liability insurance in the amount of two
million dollars naming Unitel as an additional insured and covering anyone on
the premises for the auction and provide you with a certificate of insurance. We
will also require riggers removing equipment from the premises to post insurance
certificates with us.
The proceeds from the auction will be distributed as follows: Joseph Finn co.,
Inc is to receive the full 10% Buyer's Premium on the first $750,000.00 in
sales. We are to split the Buyer's Premium 5% to Unitel and 5% to Joseph Finn
Co., Inc. on all proceeds over $750,000.00. All other sales proceeds are Unitel
property.
Unitel has the right until June 30, 1999 to sell any and all equipment without
any commission to Joseph Finn Co., Inc. Joseph Finn Co., Inc. is to receive a 5%
commission on any pre or post auction sales from July 1, 1999 through August 8,
1999. Joseph Finn Co., Inc. will also receive up to $40,000.00 in out-of-pocket
expenses incurred by them in connection with the auction regardless of whether
sales are made pursuant to the third and/or fourth paragraphs of this Page
You will receive a full accounting of all sales immediately following the
auction sale and receive the net funds due to you within ten days followg the
auction sale. Joseph Finn Co., Inc. will hold all funds received by them in
connection with the sale of the equipment pursuant to this agreement in trust
for Unitel in a separate trust account at Wells Fargo Bank in Los Angeles,
California and deliver such funds to Unitel as provided in this paragraph.
All communications between the parties hereto are in strict confidence and the
parties hereto agree that no discussion or communication to a third party
concerning this Agreement or the underlying basis is to be made by any one party
without written approval of the other.
Joseph Finn Co., Inc. has exclusive sales rights to this equipment from July 1,
1999 through August 8, 1999 and the equipment may not be sold by any other
parties during this period. Any sales of equipment by Joseph Finn Co., Inc.
during the period July 1, 1999 through August 8, 1999 which are not auction
sales may only be made at a price which shall have been pre-approved by Unitel.
Notwithstanding anything to the contrary in this agreement, neither party shall
be liable or responsible to the other in the event that such party's performance
is prevented by a reason customarily referred to a "force majure" except that if
Joseph Finn Co., Inc.'s performance is prevented, it will reschedule in the near
future and advertise the auction without additional expense to Unitel.
No equipment will be released by Joseph Finn Co., Inc. to a purchaser prior to
Joseph Finn Co., Inc. receiving payment in full in cash or by certified check or
other appropriate means.
If our proposal is acceptable to you, please sign where indicated below and
return one copy to us and this proposal shall be a binding agreement between us.
The parties shall indemnify each other for any breach of the termsof this
agreement.
If the auction does not occur on or before July 22, 1999 for any reason, this
agreement will terminate and its terms will be of no further force or effect.
Very truly yours,
JOSEPH FINN CO., INC.
/s/ PAUL J. FINN
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Paul J. Finn
PJF/hf
Enclosure
/s/ BARRY KNEPPER 6/23/99
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ACCEPTED BY DATE
CEO
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