EXHIBIT 10.3
JOINT VENTURE AGREEMENT
This Joint Venture Agreement is made on this 28th day of April, 1998 by
and between Celebrity Entertainment, Inc. ("Celebrity") and Xxxx X. Xxxxxx
("Xxxxxx").
R E C I T A L S:
A. Celebrity owns a fish camp and RV park located in Xxxxxx County,
Florida on Orange Lake consisting of approximately 110 acres, which is more
fully described on Exhibit "A" hereto.
B. A Final Summary Judgment of Foreclosure, has been entered against
Celebrity in the Circuit Court for the Fifth Judicial Circuit, in and for Xxxxxx
County in Case No. 97-3930-CAC. A copy of this Final Summary Judgment is annexed
hereto as Exhibit "B."
C. A public foreclosure sale will be held on April 28, 1998 at 11:00 A.M.
to the highest bidder for cash, at the Xxxxxx County Courthouse, 000 X.X. Xxxxx
Xxxxxx, Xxxxx, XX 00000 in accordance with Section 45.031, Florida Statutes.
D. Celebrity has been unable to pay off or refinance the judgment amount
of in excess of $425,000, pay past due real estate taxes, and, in fact, has only
been able to obtain a first mortgage of $350,000 against the property.
X. Xxxxxx and Celebrity desire to enter into this Joint Venture in an
effort to forestall the foreclosure and to save the real property for the
benefit of Celebrity and the Joint Venture and if the foreclosure is not stopped
and the property saved, Celebrity's economic viability is severely threatened.
THEREFORE, in consideration of Ten ($10.00) Dollars and the joint and
mutual promises set forth herein, the parties do hereby agree as follows:
1. Name of Venture: The name of this Joint Venture shall be the Lake
Orange Venture.
2. Title to Property: Celebrity shall continue to hold title to the
property on behalf of the Joint Venture. However, Xxxxxx shall be entitled to
file a Memorandum of Joint Venture in the public records of Xxxxxx County, FL to
evidence the Joint Venture's interest in the real property.
3. Celebrity Contribution: Celebrity shall contribute the property to the
Joint Venture subject to a first mortgage loan in favor of the Xxxxx Xxxxxx
Real Estate Employees' Profit Sharing Plan and Trust and Reno X. Xxxxxxxxx in a
Principal amount not to exceed $350,000.
Celebrity shall execute a notice that it will take no future advances or
further advances on this loan. As its further contribution. Celebrity agrees to
pay all interest or other charges on this mortgage in a timely fashion and to
keep the real estate taxes on the Joint Venture property current at all times
hereinafter. Additionally. Celebrity shall pay all amounts necessary to continue
the operation of the fish camp and RV park through its sale the event there is a
fall in cash flow from operations. By virtue of the execution of this Agreement,
Celebrity shall deemed to have contributed and does hereby contribute the real
property described herein to Joint Venture.
4. Xxxxxx Contribution: Xxxxxx does hereby contribute to the Joint Venture
$275,000 cash. It is agreed that the $275,000 contributed by Xxxxxx shall be
returned within 6 weeks as preferential distribution in accordance with the
terms hereof.
5. Additional Contributions: Xxxxxx shall not be required to make any
additional contributions to the Joint Venture. Celebrity agrees to contribute,
obtain the contribution of funds necessary to make the preferential
distributions in a timely fashion to secure the contribution of funds to make
the preferential distribution, Celebrity shall deliver or obtain delivery to the
Joint Venture 200,000 shares of Princeton Media Group ("Princeton") common
shares which are freely trading for the purpose of the sale of these shares to
pay the preferential distribution described herein in the event the
contributions to pay the preferential distributions are not otherwise made.
These shares shall be delivered to the Joint Venture's counsel to be placed in
escrow and to be disposed of to make the preferential distributions described
below, if necessary, and shall be the subject of an escrow agreement
satisfactory in the sole discretion of Xxxxxx. The stock shall be delivered and
an Escrow Agreement executed by all parties no later than 5.00 P.M., Friday, May
1,1998.
6. Preferential Distribution: Xxxxxx shall receive a preferential
distribution from the Joint Venture to return his capital investment on the
following schedule:
A. $100,000 by May 8, 1998,
B. $50,000 by May 15, 1998,
C. $50,000 by May 22, 1998,
D. $50,000 by May 29, 1998, and
E. $25,000 by June 5, 1998.
It is the parties' intention that Xxxxxx shall have his initial contribution
back in full by June 5, 1998 and at the time of the execution of this Agreement
Celebrity shall deliver to Xxxxxx a second mortgage on the property for the
purpose of securing the return of capital and the preferential distributions
described above. Further, Xxxxxx shall have a security interest and pledge in
the escrowed shares to secure return of the preferential distribution described
in this paragraph.
7. Sale of the Real Property: The Joint Venturers agree that the property
shall be immediately placed for sale, with the listing price being $1.5MM. In
the event existing purchasers conclude a signed written contract with sufficient
xxxxxxx money, within 2 weeks, then the parties shall evaluate and select one of
the contracts for execution. If no satisfactory binding contract
from existing Purchasers can be obtained, then and in such event, a mutually
agreeable brokerage firm shall be selected on terms and conditions agreed by the
parties to market the property. It is the stated purpose of this Joint Venture,
to save the property from foreclosure and to sell the property as expeditiously
as is practical and reasonable.
8. Operation of the Joint Venture: The parties shall mutually agree on all
matters concerning the operation of the Joint Venture and its underlying real
estate, provided that Celebrity shall perform all obligations required
hereunder. No Joint Venturer shall take any action concerning the Joint Venture
without the consent of the other Joint Venturer.
9. Default by Celebrity: The parties acknowledge that upon payment of the
$275,000, Xxxxxx has fully performed his obligations hereunder. In the event
that Celebrity's shall default in any of the following ways, Xxxxxx shall be
immediately entitled to take over the operation of the Joint Venture, the Joint
Venture real estate, shall have sole right to make all determinations concerning
the Joint Venture and the sale of the Joint Venture real estate. In addition,
Xxxxxx shall have the tight to demand that the escrow agent sell the Princeton
stock, or shall be entitled to foreclose his second mortgage so as to obtain the
return of his initial contribution. The escrow is subject to Celebrity's
counsel's review and approval. The following items shall constitute a default by
Celebrity:
A. Failure to deliver a second mortgage and no future advance agreement by
5:00 P.M. April 28,1998.
B. Failure to deliver Princeton stock to a mutually agreed escrow agent
under the terms of the Escrow Agreement by 5:00 P.M. May 1, 1998.
C. Failure to make any payment of interest or principal due on the first
mortgage, or any default under the terms of the first mortgage.
D. Failure to make any payment to return Xxxxxx'x initial contribution on
the terms described herein.
E. Failure to pay real estate taxes or make any other contribution
necessary to maintain the operation of the fish camp and RV park.
F. Any other default by Celebrity under the terms hereof.
G. Any default under the terms of the second mortgage delivered in
connection herewith.
10. Conditions Precedent: Xxxxxx shall not be required to contribute the
$275,000 unless and until Xxxxxx'x counsel has obtained confirmation that the
first mortgage advance of $350,000 has been closed and funds disbursed and the
Final Judgement obtained by Amsouth has been satisfied and no foreclosure sale
held.
11. Attorneys' Fees: From the $275,000 contributed by Xxxxxx, $25,000
shall be withheld and paid to Xxxxxxx X. Xxxxxxx, III to cover all costs
associated with the preparation, recordation or documentation of the parties'
agreements as described herein and for monitoring of legal matters on behalf of
Xxxxxx during the term of this Joint Venture. The parties acknowledge that
Xxxxxxx X. Xxxxxxx, III has acted solely as counsel for Xxxxxx and not
represented of attempted to represent any other party or person in this Joint
Venture transaction.
12. Distribution of Proceeds: At the time of a sale or other disposition
of the real estate that is the subject of this Joint Venture, proceeds shall be
distributed in the following order of priority:
First, Payment of any outstanding real estate taxes and the cost of
closing the transaction through the date of closing.
Second, Payoff of the first mortgage.
Third, Payment of any remaining preferential distribution, if any,
required to be made to Xxxxxx pursuant to the terms hereof.
Fourth, Reimbursement to Celebrity for any interest payments made on
the first mortgage, after the date hereof, and any payments made by Celebrity to
cover any shortfalls in the operation of the fish camp and RV park, made after
the date hereof.
Fifth, $250,000 payable to Xxxxxx as his Joint Venture profit share
distribution.
Sixth, The balance of all proceeds shall be payable to Celebrity as
its Joint Venture profit share distribution.
13. Celebrity's Shares: Because Xxxxxx has agreed to cap his profits
distribution at $250,000, Xxxxxx shall also be entitled to receive not less then
$150,000 worth of Celebrity's common stock, free and clear of any claims and
liens. This stock shall be delivered within 30 days after the commencement of
trading in Celebrity's stock on any recognized exchange. The parties
hereto shall agree on the exact structure or issuance of Xxxxxx'x stock in
accordance with this paragraph by May 29, 1998. 1
14. Termination: This Joint Venture shall be deemed terminated, ended and
wound down upon the sale of the real estate and the distribution of proceeds in
accordance herewith.
15. Non Partition: The parties agree that they will neither seek, nor
argue for partition of the real property or the Joint Venture and that the sale
of the property and all distributions shall be the sole remedy of any Joint
Venturer, all such sales and distributions to be made in accordance with the
terms hereof.
16. Entire Agreement: The parties acknowledge that this Agreement
constitutes the entire agreement between the parties and that no other or
further prior, oral or written agreements shall bind the parties and all such
prior, oral or written agreements are hereby merged into this Agreement. The
parties further agree that their Joint Venture and the terms thereof shall be
governed by applicable Florida law and that the venue for any legal action by or
between the parties shall be in the Circuit Court for Hillsborough County,
Florida and that the parties do hereby waive any right to bring an action in any
other venue and that the domicile of the Joint Venture shall be at 000 X.
Xxxxxxx Xxxxxx, Xxxxx. XX 00000. Because this is a commercial real estate Joint
Venture, the parties do hereby waive any right to a jury trial and agree that
any disputes that become the subject of litigation shall be tried by a Circuit
Judge sitting as judge and trier of the facts.
Signed, sealed and delivered
in the presence of
/s/ CELEBRITY ENTERTAINMENT, INC.
Xxxx X. Xxxxx
Printed Name /s/
J. Xxxxxxx Xxxxxxx, Executive
Vice President
/s/
Xxxx X. Xxxxx /s/
Printed Name Xxxx X. Xxxxxx
Printed Name
