Exhibit 10.1
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CEMETERY ACCOUNTS RECEIVABLE
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PURCHASE AGREEMENT
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THIS AGREEMENT made and entered into this 29th day of November, 2001
by and between Hollywood Forever, Inc., a California corporation ("Seller")
and Allegiant Bank, Trustee under Trust for National Prearranged Services,
Inc. Pre-Need/Plans dated 7/24/98 - Trust IV ("Buyer").
WHEREAS, Seller owns and operates the Hollywood Forever Cemetery
("Cemetery");
WHEREAS, in the ordinary course of operations, Seller generates
Cemetery mausoleum accounts receivable from the purchasers of internment
spaces ("Cemetery Accounts Receivable");
WHEREAS, Seller desires to sell the Cemetery Accounts Receivable to
Buyer and Buyer desires to purchase same.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Purchase of Cemetery Accounts Receivable. Buyer shall purchase up
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to One Million Four Hundred Thousand Dollars ($1,400,000.00) of Cemetery
Accounts Receivable in the aggregate aged forty five (45) days or less, free
and clear of all liens and encumbrances. The Cemetery Accounts Receivable
shall be purchased at eighty five percent (85%) of the aggregate principal
amounts owed by the respective debtors. The Cemetery Accounts Receivable
will be purchased in accordance with the schedule attached hereto as Exhibit
A. Buyer shall purchase each group of accounts receivable pursuant to the
form of Xxxx of Sale and Assignment attached hereto as Exhibit B up to the
maximum aggregate amount of Cemetery Accounts Receivable to be purchased
hereunder. Upon receipt of an original executed Xxxx of Sale, Buyer shall
pay to Seller the aggregate principal amount of Cemetery Accounts Receivable
being purchased by immediately available funds.
2. Cemetery Account Receivable Payments. All payments for purchased
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Cemetery Accounts Receivable will be forwarded to Buyer each month by Seller
as agent for Buyer on the fifth (5th) day of each month by Seller for the
preceding month, accompanied by an individual account breakdown. Buyer may
elect at its discretion to have all payments for purchased Cemetery Accounts
Receivable to be sent to a "lockbox" bank account to be established by
Buyer. The underlying original documentation for the Purchased Cemetery
Accounts Receivable shall be forwarded to Buyer upon its request.
3. Seller Representations and Warranties. Seller hereby represents
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and warrants to Buyer the following, which representations and warranties
shall survive the assignment made hereunder:
a) The Cemetery Accounts Receivable sold to Buyer hereunder
are valid and legally enforceable obligations of the
respective debtors. All of the Cemetery Accounts Receivable
sold or to be sold to Buyer are aged 45 days or less and
are subject to no offset or other debtor claim.
b) Seller has good and marketable title to the Cemetery
Accounts Receivable free and clear of any and all liens,
security interests or any other encumbrances.
c) Seller has full power and authority to make the assignments
of Cemetery Accounts Receivable set forth herein.
4. Further Instruments. At any time or from time to time after the
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date hereof, Seller shall execute and deliver or cause to be executed and
delivered to Buyer Xxxx of Sale and Assignment and such other instruments
and take such other actions as the Buyer may reasonably request to carry out
the intent and purchased purpose of this Agreement and to effectively vest
perfect and record title to the Cemetery Accounts Receivable in the Buyer.
5. Governing Law. This Agreement shall be governed by the laws of
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the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HOLLYWOOD FOREVER, INC.
By: /s/ J. Xxxxx Xxxxxxx
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J. Xxxxx Xxxxxxx, President
"Seller"
ALLEGIANT BANK, TRUSTEE UNDER
TRUST FOR NATIONAL PREARRANGED
SERVICES, INC. PRE-NEED PLANS
DTD 7/24/98 - TRUST IV
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Vice President
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"Buyer"
EXHIBIT A
SCHEDULED MINIMUM PURCHASES OF
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CEMETERY ACCOUNTS RECEIVABLE
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November, 2001 $ 72,000
December, 2001 $ 86,000
January, 2002 $123,000
February, 2002 $ 96,000
March, 2002 $ 96,000
April, 2002 $122,000
May, 2002 $295,000
June, 2002 $219,000
July, 2002 $ 24,000
August, 2002 $ 41,000
September, 2002 $ 33,000
October, 2002 $ 30,000
November, 2002 $ 52,000
December, 2002 $ 33,000
January, 2003 $ 44,000 (or such greater or lesser amount as will equal
in the aggregate purchases of $1,400,000 of
Cemetery Accounts Receivable)
EXHIBIT B
XXXX OF SALE AND ASSIGNMENT
HOLLYWOOD FOREVER, INC.
(HEREINAFTER CALLED "SELLER")
TO
ALLEGIANT BANK, TRUSTEE UNDER TRUST FOR
NATIONAL PREARRANGED SERVICES, INC.
PRE-NEED PLANS DATED 7/24/98 - TRUST IV
(HEREINAFTER CALLED "BUYER")
WHEREAS, Seller has agreed to sell and Buyer has agreed to buy all of
Seller's cemetery accounts receivable listed on Exhibit A attached hereto
(collectively the "Property"), for the purchase price and upon the terms and
conditions set forth in a certain Cemetery Accounts Receivable Purchase
Agreement dated November 29, 2001, by and between Seller and Buyer
("Purchase Agreement"); and
WHEREAS, it is the desire of the parties that Buyer shall be in
possession of instruments evidencing vesting in Buyer of title to the
Property.
NOW, THEREFORE, THIS XXXX OF SALE AND ASSIGNMENT, WITNESSETH, that
Seller, for and in consideration of the purchase price paid in accordance
with the Purchase Agreement, does hereby grant, bargain, sell, assign,
alien, remise, release, convey, transfer, set over and confirm unto Buyer,
its successors and assigns, forever, the Property;
TO HAVE AND TO HOLD all said Property hereby assigned, transferred and
conveyed unto Buyer, its successors and assigns, to itself and its own use
and behalf forever.
AND, for the consideration aforesaid, Seller hereby
constitutes and appoints Buyer, its successors and assigns, the true and
lawful attorney or attorneys of Seller, with full power of substitution, for
Seller in its name and stead or otherwise, by and on the behalf of and for
the benefit of Buyer, its successors and assigns, to demand and receive from
time to time any and all of the components of the Property, and to give
receipts and releases for and in respect of the same and any part thereof,
and from time to time to institute and prosecute in the name of Seller or
otherwise, but at the expense and for the benefit of Buyer, its successors
and assigns, any and all proceedings at law, in equity or otherwise, which
Buyer, its successors and assigns, may deem proper in order to collect,
assert, or enforce any claim, right or title of any kind in and to the
Property conveyed, and to defend or compromise any and all actions, suits or
proceedings in respect of any of said Property and to do all such acts and
things in relation thereto as Buyer, its successors and assigns, shall deem
desirable; Seller hereby declaring that the appointment made and the powers
hereby granted are coupled with an interest and are and shall be irrevocable
by Seller in any manner or for any reason.
AND, for the consideration aforesaid, Seller for itself and its
successors and assigns, by this Xxxx of Sale and Assignment hereby covenants
with Buyer, its successors and assigns, that Seller and its successors and
assigns, will do, execute and deliver, or cause to be done, executed and
delivered, all such acts, transfers, assignments and conveyances, powers of
attorney and assurances, for the better assuring, conveying and
confirming unto Buyer, its successors and assigns, all and singularly the
Property hereby assigned, transferred and conveyed as Buyer, its successors
or assigns, shall reasonably require.
Seller further covenants to and with Buyer, its successors and assigns,
that Seller is the lawful owner of said Property and has good right to sell
the same as aforesaid, and that except as otherwise provided in the Purchase
Agreement, said Property is free and clear from all encumbrances whatsoever,
and will warrant and defend the same against all lawful claims and demands
whatsoever.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale and Assignment
to be executed this 29th day of November, 2001.
HOLLYWOOD FOREVER, INC.
By: /s/ J. Xxxxx Xxxxxxx
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J. Xxxxx Xxxxxxx, President
"Seller"
