GUARANTEED SALE AGREEMENT
THIS GUARANTEED SALE AGREEMENT ("AGREEMENT") is made as of October 13,
1999, by and between UNITEL VIDEO, INC., a Delaware corporation ("SELLER"),
debtor and debtor-in-possession in a certain chapter 11 bankruptcy proceedings
pending in the Bankruptcy Court for the District of Delaware (the "BANKRUPTCY
COURT"), Case No. 99-2979 (PJW), Jointly Administered, and MICHAEL FOX
INTERNATIONAL, INC., a Maryland corporation and RABIN BROTHERS, a California
general partnership (together, the "AUCTIONEER").
RECITALS:
The SELLER has engaged the services of the AUCTIONEER to conduct a
public auction and/or private sales of certain property of the SELLER
(collectively, "SALE") pursuant to the terms of this AGREEMENT. As a condition
of the SELLER'S engagement of the AUCTIONEER, the AUCTIONEER has agreed to
guarantee the SELLER a minimum return on the SALE ("GUARANTEE"). The PARTIES
have agreed to execute this AGREEMENT so as to document the terms of -- (i) the
SELLER'S engagement of the AUCTIONEER in connection with the SALE, and (ii) the
GUARANTEE.
NOW, THEREFORE, in consideration of these premises, the terms and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the SELLER and the
AUCTIONEER (collectively "PARTIES") agree as follows:
Section 1. PURPOSE OF AGREEMENT. The SELLER hereby hires the
AUCTIONEER, for the purpose of this transaction, as the SELLER'S exclusive agent
to conduct the SALE of the personal property of the SELLER that is listed and
described on Exhibit "A" attached hereto and made a part hereof (collectively,
"ASSETS"), upon the terms and conditions set forth herein.
Section 2. MANNER OF SALE. The SELLER hereby authorizes the AUCTIONEER,
for the purpose of this transaction, to sell the ASSETS, in whole or in part, at
public auction(s) and/or private sale(s) to the highest bidder thereof. Although
the AUCTIONEER shall endeavor to consult with the SELLER regarding the manner
and method of the SALE, the AUCTIONEER shall have the authority to conduct the
SALE in the manner, and utilizing the methods, that the AUCTIONEER deems, in its
professional judgment, to be appropriate.
Section 3. TERMS OF THE GUARANTEE. The AUCTIONEER hereby guarantees
that the aggregate amount of the gross proceeds of the SALE (collectively, "SALE
PROCEEDS") shall be an amount at least equal to One
Million Eight Hundred Thousand Dollars ($1,800,000) ("GUARANTEED AMOUNT"). The
AUCTIONEER will take the next Two Hundred Thousand Dollars ($200,000) of SALE
PROCEEDS for its expenses and risk. Any SALE PROCEEDS in excess of Two Million
Dollars ($2,000,000) will be divided Eighty Percent (80%) to SELLER and Twenty
Percent (20%) to AUCTIONEER. In the event SALE PROCEEDS equal at least Two
Million Five Hundred Thousand Dollars ($2,500,000), AUCTIONEER will be entitled
to a bonus commission equal to Five Percent (5%) of the total SALE PROCEEDS.
AUCTIONEER may charge buyers and retain up to a Ten Percent (10%) "Buyer's
Premium". The Buyer's Premium belongs exclusively to the AUCTIONEER and is not
part of the SALE PROCEEDS. In connection with the GUARANTEED AMOUNT, the
AUCTIONEER shall provide SELLER with an item-by-item valuation of the ASSETS of
the LESSORS (as defined hereinafter) in order for SELLER to allocate the
GUARANTEED AMOUNT by and among SELLER'S secured creditors and equipment lessors
("LESSORS"). If any LESSOR does not consent to include certain of its ASSETS in
the SALE (the "EXCLUDED ASSETS"), or decides not to participate in the
GUARANTEE, then the GUARANTEED AMOUNT shall be reduced by the total amount of
such EXCLUDED ASSETS, and the ASSETS shall not include any of the EXCLUDED
ASSETS.
Section 4. PAYMENTS TO SELLER.
(a) Upon the date that is One (1) business day after the date
that the order of the BANKRUPTCY COURT approving this
AGREEMENT becomes final and nonappealable ("APPROVAL DATE"),
the AUCTIONEER will deliver to the SELLER an irrevocable
letter of credit (the "LETTER OF CREDIT") from a financial
institution acceptable to SELLER and in a form acceptable to
Seller in an amount equal to the GUARANTEED AMOUNT;
(b) If SALE PROCEEDS do not equal at least the GUARANTEED
AMOUNT, and AUCTIONEER has not remitted to SELLER the
GUARANTEED AMOUNT in good funds within Two (2) business days
from the SALE date, then SELLER will be entitled to draw on
the LETTER OF CREDIT to satisfy the GUARANTEED AMOUNT. The
report of sale and accounting statements will be delivered to
SELLER within ten (10) business days after the SALE; and
(c) If total SALE PROCEEDS equal or exceed the GUARANTEED
AMOUNT, then AUCTIONEER will deliver the GUARANTEED AMOUNT
plus any other monies due and owing to SELLER pursuant to
section 3 above, along with the Report of Sale and
Accounting Statements, within ten (10) business days after the
SALE.
Section 5. LOCATION OF ASSETS. The ASSETS are located on the
parcel(s) of real property located at 8 West 38th Street in New York, New York
Section 6. USE OF THE PREMISES. The SELLER: a) authorizes the
AUCTIONEER, upon the APPROVAL DATE, to enter and use the PREMISES for the
purposes of -- (i) storing the ASSETS thereupon, (ii) preparing for and
conducting the SALE thereupon, and (iii) otherwise exhibiting the ASSETS; b)
shall not charge the AUCTIONEER any fees associated with the AUCTIONEER'S use of
the PREMISES in accordance with the terms of this Section (specifically, and
without limitation, AUCTIONEER will not be responsible for security (so long as
AUCTIONEER occupies the PREMISES, SELLER shall continue to provide a guard
during normal business hours at its sole cost and expense), waste removal or
taxes); c) shall provide adequate utilities to the PREMISES, at the SELLER'S
sole expense, to allow the AUCTIONEER -- (i) to demonstrate and exhibit the
ASSETS to any prospective purchaser of the ASSETS ("PURCHASER"), and (ii) to
conduct the SALE; and d) shall provide the AUCTIONEER, at AUCTIONEER'S request,
for the duration of the SALE program, with the services of a studio engineer
employed by SELLER, at no cost or expense to the AUCTIONEER. Notwithstanding
anything contained herein to the contrary, the SALE and removal of sold ASSETS
of the PREMISES shall be completed no later than December 31, 1999.
Upon the date this AGREEMENT is mutually executed and delivered by the
parties, AUCTIONEER will conduct a final physical inspection (the "INSPECTION")
of the ASSETS at the PREMISES. Upon AUCTIONEER'S approval, AUCTIONEER, at
AUCTIONEER'S expense, will change the locks at the PREMISES and remit the keys
to SELLER'S counsel. SELLER'S counsel shall not give said keys to any other
individual under any circumstances without the prior written consent of the
PARTIES (unless this AGREEMENT is terminated or not approved by the Bankruptcy
Court), and shall return the keys to AUCTIONEER on the APPROVAL DATE. On-site
security and the alarm company for the PREMISES shall be instructed by SELLER in
writing (with a copy to AUCTIONEER) to report directly to the AUCTIONEER. Within
five (5) business days prior to the APPROVAL DATE, SELLER's facilities manager
and crisis manager will each file an affidavit with the BANKRUPTCY COURT (i)
verifying that no ASSETS have been removed from the PREMISES or otherwise
altered since the INSPECTION and (ii) identifying all EXCLUDED ASSETS.
Section 7. TERM OF AGREEMENT. AUCTIONEER shall have the exclusive right
to sell the ASSETS until the earliest to occur of (i) the completion of the SALE
of all of the ASSETS by the AUCTIONEER and the removal of the ASSETS following
the SALE, (ii) AUCTIONEER's decision to terminate its right
to sell the ASSETS, and (iii) AUCTIONEER's or SELLER's termination of this
AGREEMENT pursuant to Section 10 hereof ("TERMINATION DATE"); provided, that
after December 31, 1999, AUCTIONEER may continue to exclusively sell the ASSETS
only if such ASSETS are removed by AUCTIONEER, at AUCTIONEER'S EXPENSE, from the
PREMISES on or before December 31, 1999, and AUCTIONEER may not sell any ASSETS
remaining in the PREMISES after December 31, 1999. Notwithstanding the
foregoing, following the TERMINATION DATE, the AUCTIONEER shall have no
obligation to remove unsold ASSETS from the PREMISES. The AUCTIONEER shall be
responsible to repair any damages to the PREMISES during the term hereof caused
by the AUCTIONEER; provided, however, AUCTIONEER shall not be responsible for
any damages caused by the ordinary removal of the ASSETS from the PREMISES.
Section 8. LIABILITY AND WORKERS' COMPENSATION INSURANCE. The
AUCTIONEER shall provide the SELLER with evidence that the AUCTIONEER has: a)
public liability and property damage insurance policies insuring the SELLER and
the AUCTIONEER, as the case may be, against loss as a result of personal injury
or property damage in connection with the ASSETS, the PREMISES and any SALE,
with limits of not less than Five Million Dollars ($5,000,000.00) in the
aggregate as to personal injury; and b) workers' compensation insurance with
limits of coverage that comply with applicable laws and regulations. The
AUCTIONEER shall maintain the insurance described in this Section until the
TERMINATION DATE.
Section 9. CASUALTY INSURANCE. Until such time as title to and
possession of the ASSETS is delivered to the PURCHASER, the SELLER shall obtain
and thereafter maintain a policy or policies of all-risk or fire and extended
coverage casualty insurance, and vandalism and malicious mischief, for the
ASSETS: (a) in an amount not less than the full insurable value of the ASSETS;
and (b) that names the AUCTIONEER as an additional insured. In the event that
prior to the SALE of all of the ASSETS, all or any portion of the ASSETS shall
be lost or damaged by fire or other casualty, or by theft or vandalism, the
AUCTIONEER is under no obligation to pay the GUARANTEED AMOUNT to the SELLER and
the GUARANTEE shall be void and of no further force or effect. Notwithstanding
the terms of the immediately preceding sentence hereof to the contrary, if the
AUCTIONEER has previously paid to the SELLER all or a portion of the GUARANTEED
AMOUNT, or the amount of the insurance proceeds that are paid to the SELLER in
connection with any fire or other casualty, or theft or vandalism, is greater
than the GUARANTEED AMOUNT, the AUCTIONEER shall be entitled to receive a
portion of such insurance proceeds in an amount equal to the sum of the
previously paid portion of the GUARANTEED AMOUNT plus such sums that the
AUCTIONEER is entitled to receive under Section 3 hereof (as if the SALE had
been consummated), provided that the insurance proceeds are adequate to satisfy
such sums.
Section 10. DEFAULT; TERMINATION OF AGREEMENT. In the event that the
SELLER violates the terms of, or fails to perform its obligations under, this
AGREEMENT, the AUCTIONEER may terminate this AGREEMENT, upon the delivery of
written notice thereof to the SELLER, and the SELLER shall promptly pay to the
AUCTIONEER the sum of any previously paid portion of the GUARANTEED AMOUNT plus
the amount that the AUCTIONEER was to receive pursuant to Section 3 hereof (to
be based on the appraised fair market value of the ASSETS). In the event that
the AUCTIONEER violates the terms of, or fails to perform its obligations under,
this AGREEMENT, the SELLER may terminate this AGREEMENT, upon the delivery of
written notice thereof to the AUCTIONEER, and the AUCTIONEER shall promptly pay
to the SELLER an amount equal to the greater of: (i) the unpaid portion of the
GUARANTEED AMOUNT; or (ii) the aggregate amount of SALE PROCEEDS that the
AUCTIONEER has received prior to the date of such termination (less the amount
that the AUCTIONEER was entitled to receive pursuant to Section 3 hereof).
Notwithstanding any of the terms of this Section to the contrary, if the
AUCTIONEER has paid the GUARANTEED AMOUNT to the SELLER, the SELLER may not
terminate this AGREEMENT without the AUCTIONEER's consent.
Section 11. SELLER'S AUTHORIZATIONS REGARDING BILLS OF SALE. The SELLER
hereby authorizes the AUCTIONEER to execute, on the SELLER'S behalf, all bills
of sale, receipts and other documents necessary to transfer title to the ASSETS
to the PURCHASER upon payment of the SALE PROCEEDS.
Section 12. SATISFACTION OF LIENS. Notwithstanding the SELLER'S
representations that are more fully described below, in the event any claim is
made by any alleged creditor for the payment of sums due in connection with any
security interests or liens associated with any of the ASSETS owned by the
LESSORS (collectively, "CLAIM"), the SELLER shall require each LESSOR to: (a)
expeditiously pay the amount of the CLAIM so as to discharge all liens
associated with the ASSETS owned by such Lessor and to obtain a full and
complete release thereof; or (b) provide sufficient surety bond or other
security to protect the AUCTIONEER and the PURCHASER while any CLAIM is being
defended or challenged, in good faith, by the SELLER or LESSOR. In the event a
LESSOR does not consent to the foregoing with respect to all or some of such
LESSOR's ASSETS, then such ASSETS shall constitute EXCLUDED ASSETS and shall not
be included in the SALE.
Section 13. REPRESENTATIONS OF THE SELLER. The SELLER represents and
warrants to the AUCTIONEER that, subject to the approval and authorization of
the BANKRUPTCY COURT:
(a) at the time of the SALE, the SELLER shall be authorized by
the BANKRUPTCY COURT to sell the ASSETS (other than ASSETS
owned by the LESSORS) pursuant to sections 363(b) and 363(f)
of title 11 of the United States Code, free and clear of all
liens, encumbrances, security interests, adverse claims,
mortgages, pledges, liabilities, conditional sale agreements,
restrictions, and charges of any kind (collectively, "LIENS");
(b) no brokerage fees are due and owing in connection with the
SALE;
(c) the person executing this AGREEMENT on behalf of the
SELLER is duly authorized to do so;
(d) the terms of this AGREEMENT are binding upon and
enforceable against the SELLER;
(e) to the best of the SELLER'S knowledge, information or
belief, the ASSETS have never been and are not being used to
make, store, handle, treat, dispose, generate, or transport
"HAZARDOUS SUBSTANCES" (as that term is defined below) in
violation of any applicable laws; and
(f) the AUCTIONEER has no obligation to handle, sell, remove
or store any HAZARDOUS SUBSTANCES that may be located at the
PREMISES or otherwise associated with the ASSETS.
The term "HAZARDOUS SUBSTANCES" means, collectively, any chemical, solid,
liquid, gas, or other substance having the characteristics identified in, listed
under, or designated pursuant to any law, statute, or regulation of a government
or political subdivision or agency thereof, as presenting an imminent and
substantial danger to the public health or welfare or to the environment, or as
otherwise requiring special handling, collection, storage, treatment, disposal,
or transportation.
Section 14. REPRESENTATIONS OF THE AUCTIONEER. The AUCTIONEER
represents and warrants to the SELLER that:
(a) all necessary authority to conduct the SALE has been
obtained by the AUCTIONEER;
(b) the person executing this AGREEMENT on behalf of the
AUCTIONEER is duly authorized to do so;
(c) the terms of this AGREEMENT are binding upon and
enforceable against the AUCTIONEER; and
(d) the LETTER OF CREDIT shall be delivered in accordance with
Section 4 hereof and shall be in full force and effect in
accordance with its terms.
Section 15. ASSIGNMENT OF SERVICE AGREEMENTS, MANUALS, ETC.. The SELLER
agrees to assign to the PURCHASER, without additional consideration from the
AUCTIONEER or the PURCHASER, any and all service agreements, warranties,
operating agreements, maintenance agreements, manuals, plans, and all similar
and other documents relating to the ASSETS or the SALE which are in the
possession or under the control of the SELLER (collectively, "SERVICE
AGREEMENTS"). The SERVICE AGREEMENTS shall be delivered to the PURCHASER at the
time of the consummation of the SALE, unless otherwise agreed to by the PARTIES
and the PURCHASER in writing.
Section 16. ADVERTISING. The SELLER hereby authorizes the AUCTIONEER to
use the SELLER's name, without additional consideration from the AUCTIONEER, in
promotional materials pertaining to any SALE.
Section 17. INDEMNIFICATIONS BY THE SELLER. The SELLER hereby
indemnifies, defends and agrees to hold harmless the AUCTIONEER and the
AUCTIONEER'S officers, agents and employees from and against any and all claims,
demands, liabilities, judgments, damages, settlements, costs and expenses
(including but not limited to court costs and reasonable attorneys' fees) that
may be sustained or incurred by the AUCTIONEER as a result of:
(a) any acts or omissions of the SELLER that result in -- (i)
personal or property injury incurred at the PREMISES, (ii) a
violation of any governmental statute, ordinance or code
related to the ASSETS or the PREMISES, or (iii) a violation of
any security interest, license agreement, patent or other
encumbrance restricting the SALE or the use of the ASSETS;
(b) any claim made by a third party for commissions allegedly
due and owing in connection with the SALE, unless such
commissions arose pursuant to an agreement between the third
party and the AUCTIONEER;
(c) any environmental action being brought -- (i) because the
ASSETS allegedly were involved in, or are somehow related to,
the storage, handling, treatment, disposition, generation, or
transportation of HAZARDOUS SUBSTANCES, or (ii) against the
AUCTIONEER in connection with any remedial actions associated
with the ASSETS or the PREMISES; or
(d) any material misrepresentation of the warranties more
fully described in Section 13 hereof.
Section 18. INDEMNIFICATIONS BY THE AUCTIONEER. The AUCTIONEER hereby
indemnifies, defends and agrees to hold harmless the SELLER and the SELLER'S
officers, agents and employees from and against any and all claims, demands,
liabilities, judgments, damages, settlements, costs and expenses (including but
not limited to court costs and reasonable attorneys' fees) that may be sustained
or incurred by the SELLER as a result of:
(a) any acts or omissions of the AUCTIONEER that result in
personal or property injury incurred at the PREMISES;
(b) any claim made by a third party for commissions allegedly
due and owing in connection with the SALE, which arose
pursuant to an agreement between the third party and the
AUCTIONEER; or
(c) any material misrepresentation of the warranties more
fully described in Section 14 hereof.
Section 19. BINDING OBLIGATION; ASSIGNMENT. This AGREEMENT shall be
binding upon the PARTIES and their respective successors and assigns. Neither
PARTY may assign its interest in this AGREEMENT without the prior written
consent of the other PARTY.
Section 20. FINAL AGREEMENT; COURT APPROVAL. This AGREEMENT -- and any
and all (i) exhibits that are attached hereto and made a part hereof, and (ii)
side agreements, letter agreements, and amendments (if any) that are executed by
the SELLER and the AUCTIONEER in furtherance of this AGREEMENT -- contains the
final and entire agreement and understanding of the PARTIES, and any terms and
conditions not set forth in this AGREEMENT (or in such exhibits, side letters,
letter agreements, and amendments) are not a part of this AGREEMENT and the
understanding of the PARTIES. This AGREEMENT may be amended or altered only in
writing signed by the PARTY to be bound by the change or alteration. The parties
agree that this AGREEMENT is subject to the approval of the Bankruptcy Court and
the submission of higher and better bids for the ASSETS. SELLER agrees to
promptly file a motion with the Bankruptcy Court seeking approval of the
AGREEMENT. SELLER agrees that initial overbids of the GUARANTEED AMOUNT shall be
at least Five Percent (5%) of the GUARANTEED AMOUNT and that SELLER shall
require potential overbidders to post a good faith deposit in an amount no less
than $250,000. AUCTIONEER acknowledges that SELLER is not required to seek
separate
approval of the overbid protections set forth in the immediately preceding
sentence in advance of the BANKRUPTCY COURT's approval of this AGREEMENT in
total.
Section 21. TIME. Time is strictly of the essence of this AGREEMENT.
Section 22. NUMBER, GENDER, AND CAPTIONS. As used herein, the singular
shall include the plural and the plural may refer to only the singular. The use
of any gender shall be applicable to all genders. The captions contained herein
are for purposes of convenience only and are not a part of this AGREEMENT.
Section 23. PARTIAL INVALIDITY. If any term, covenant or condition of
this AGREEMENT or its application to any person or circumstances shall be
invalid or unenforceable, the remainder of this AGREEMENT, or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable shall not be affected, and each term shall be
valid and enforceable to the fullest extent permitted by law.
Section 24. NOTICES. Any notice required or permitted by or in
connection with this AGREEMENT, without implying the obligation to provide any
such notice, shall be in writing and shall be made by facsimile (confirmed on
the date the facsimile is sent by one of the other methods of giving notice
provided for in this Section) or by hand delivery, by Federal Express, or other
similar overnight delivery service, or by certified mail, unrestricted delivery,
return receipt requested, postage prepaid, addressed to the respective PARTIES
at the appropriate address set forth below or to such other address as may be
hereafter specified by written notice by the respective PARTIES. If notice is
tendered pursuant to the provisions of this Section and is refused by the
intended recipient thereof, the notice, nevertheless, shall be considered to
have been given.
If to the SELLER:
C/o Getzler & Company
295 Madison Avenue
New York, NY 10017
Attention: Joel Getzler
Fax. No.: (212) 617-4812
with a copy to:
Kaye, Scholer, Fierman, Hayes & Handler, LLP
425 Park Avenue
New York, NY 10022
Attention: Marc D. Rosenberg, Esq. and Benjamin Mintz, Esq.
Fax No.: (212) 836-7157
If to the AUCTIONEER:
MICHAEL FOX INTERNATIONAL, INC.
3835 Naylors Lane
Baltimore, MD 21208
Attention: David Fox
Fax. No.: (410) 653-4069
Section 25. FORCE MAJEURE. Notwithstanding any of the terms of this
AGREEMENT to the contrary, neither the SELLER nor the AUCTIONEER shall be deemed
in default with respect to their respective obligations hereunder if the SELLER
or the AUCTIONEER, as the case may be, is unable to fulfill its obligations
hereunder due to any strike, lockout, civil commotion, war-like operation,
invasion, rebellion, governmental regulations or controls, inability to provide
services through acts of God, or other cause by or beyond the control of the
SELLER or the AUCTIONEER, as the case may be (collectively, "FORCE MAJEURE
EVENT"). Upon the occurrence of a FORCE MAJEURE EVENT, the AUCTIONEER may
terminate this AGREEMENT. Upon such termination, any sums that previously were
delivered to the SELLER shall be returned to the AUCTIONEER and all SALE
PROCEEDS received by AUCTIONEER shall be immediately paid to SELLER (unless the
aggregate amount of such SALE PROCEEDS is greater than the GUARANTEED AMOUNT, in
which case the AUCTIONEER may retain such sums as it is entitled to receive
under Section 3 hereof).
IN WITNESS WHEREOF, the SELLER and the AUCTIONEER execute this
AGREEMENT as of the date first above written (notwithstanding the actual date of
execution and delivery hereof), with the specific intention that this AGREEMENT
constitutes a document under seal. This AGREEMENT may be executed in
counterparts and may be delivered via facsimile transmission.
THE SELLER:
UNITEL VIDEO, INC.,
A DelawareCorporation
By: /s/ Joel Getzler
-----------------------------------
Name: Joel Getzler
Title: President, Getzler & Co.,
Inc., Management Consultant for the
Debtors
THE AUCTIONEER:
MICHAEL FOX INTERNATIONAL, INC.,
A Maryland Corporation
By: /s/ Jonathan S. Reich
-----------------------------------
Name: Jonathan S. Reich
Title: Principal
RABIN BROTHERS
A California general partnership
By: /s/ Richard Reese
-----------------------------------
Name: Richard Reese
Title: Principal
EXHIBIT A - DESCRIPTION OF ASSETS
MICHAEL FOX INTERNATIONAL
Worldwide Asset Services Since 1946
October 15, 1999
Mr. Joel Getzler
Getzler & Company
295 Madison Ave.
New York, NY 10017
Re: Amending & clarifying GUARANTEED SALE AGREEMENT Dated October 13, 1999
Dear Joel:
Further to our meeting and agreement yesterday, the following serves to both
amend and clarify the executed GUARANTEED SALE AGREEMENT dated October 13, 1999
(the "Agreement"). All terms not defined herein, shall having the meaning
ascribed in the Agreement.
1. Attached hereto, is a list entitled "Excluded Assets" (the "List"), which
the PARTIES believe contains a description of the LESSOR'S ASSETS. The
PARTIES agree that certain ASSETS may ultimately be removed from or added
to the List. The PARTIES further agree that the values appointed to the
ASSETS on the List shall determine the GUARANTEED AMOUNT. Unless additional
ASSETS are added to the List, the GUARANTEED AMOUNT shall be no less than
Eight Hundred Thousand Dollars ($800,000).
2. If the GUARANTEED AMOUNT is reduced, then the amount of SALE PROCEEDS
AUCTIONEER needs to obtain in order to qualify for the Five Percent (5%)
bonus commission shall also be reduced by the same percentage. By way of
example, if the GUARANTEED AMOUNT is reduced to Eight Hundred Thousand
Dollars ($800,000), which is approximately Fifty Five Percent (55%) of the
initial One Million Eight Hundred Thousand Dollar ($1,800,000) GUARANTEE,
then the initial SALES PROCEEDS target of Two Million Five Hundred Thousand
Dollars ($2,500,000) shall be reduced accordingly to approximately One
Million One hundred and Eighty Nine Thousand Dollars ($1,189,000) (the
$700,000 of SALE PROCEEDS between the $1,800,000 GUARANTEE and the
$2,500,000 sales target is reduced 55% to approximately $389,000, which
amount is then added to the $800,000 GUARANTEED AMOUNT).
3. SELLER shall provide AUCTIONEER with the keys to the PREMISES immediately
after AUCTIONEER'S retention is approved by the BANKRUPTCY COURT and shall
provide AUCTIONEER with access to the PREMISES prior to the APPROVAL DATE,
for the preparation of the SALE.
4. In the event SELLER is authorized by the BANKRUPTCY COURT to retain an
entity other than AUCTIONEER to conduct the SALE, the SELLER shall
reimburse AUCTIONEER for all SALE related expenses expended up to and
including such date, said amount not to exceed Twenty Five Thousand Dollars
($25,000).
Very truly yours,
/s/ Jonathan Reich
Jonathan Reich
UNITEL VIDEO, INC.
/s/ Joel Getzler
- -------------------
By: Joel Getzler
ATTACHMENT - DESCRIPTION OF EXCLUDED ASSETS