AGREEMENT FOR ASSUMPTION OF INDEBTEDNESS
Loan No. 5348844004
December 16, 2004
WHEREAS, the Small Business Administration, an agency and instrumentality of the
United States of America (hereinafter called "Lender"), is the owner and holder
of certain instruments executed by Showtime Enterprises, Inc. (hereinafter
designated "Transferor"), being:
PROMISSORY NOTE SECURITY INSTRUMENT
--------------- -------------------
Date: April 23, 2002 Security Agreement dated April 23, 2002,
granting a security interest in accounts
Amount: $861,900.00 receivable, inventory, machinery and
equipment.
Current Amount:$579,141.32, plus accrued
interest through March 15, 2005 of $2,792.50
(plus per diem interest thereafter of $63.47/day
WHEREAS, Sparks Exhibits & Environments Corp (hereinafter designated as
"Transferee"), has acquired the property covered by the above-described Security
Instrument, said conveyance being subject to the lien created in said
instrument;
NOW, THEREFORE, in consideration of the conveyance of said property to the
Transferee and the consent of Lender to the conveyance, it is hereby agreed as
follows:
1. Transferee hereby assumes payment of the unpaid balance of the unsecured
Promissory Note and indebtedness;
2. Transferee agrees that payment of the indebtedness shall be in accordance
with the terms and conditions of the unsecured Promissory Note evidencing
the indebtedness, and the Transferee hereby assumes liability for, agrees
to comply with, to be bound by, and to perform all covenants and
conditions contained in, the unsecured Promissory Note as if the
Transferee had executed such instruments as of the dates thereof as the
principal obligor, except to the extent that such instrument(s) evidencing
indebtedness, are superseded by instruments executed by the Transferee
simultaneously with or subsequent to the date of the execution of this
agreement. The Security Instrument is not being assumed by Transferee and
is no longer in effect. Transferee's obligations under the unsecured
Promissory Note will be guaranteed by Marlton Technologies, Inc.
3. The Lender hereby consents to conveyance of the above-mentioned unsecured
Promissory Note from the Transferor to the Transferee.
IT IS AGREED AND UNDERSTOOD that assumption of this indebtedness by the
Transferee does fully and forever release and discharge the Transferor and the
original Guarantors, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxx (collectively the "Original Guarantors"), of and from any and
all liabilities of any kind or nature to the Lender, including, without
limitation, payment of the outstanding indebtedness owing to the Lender, and,
immediately after assumption thereof by the Transferee, the Lender shall execute
and deliver to the Original Guarantors (i) all guarantees previously executed by
the Original Guarantors in favor of the Lender, marked "satisfied" and (ii)
appropriate mortgage satisfaction pieces, in recordable form, releasing al
collateral mortgages recorded by the lender against the Original Guarantors'
residences.
Showtime Enterprises, Inc. Sparks Exhibits & Environments Corp.
By: By:
--------------------------- ----------------------
Xxxxx X. Xxxxxxx, President Xxxxx Xxxxx, President
Attest: Attest:
-------------------------- -----------------------------
Xxxxxx X. Xxxxxx, Secretary Xxxxxx X. Xxxxxxxx, Secretary
Administration
U.S. Small Business
By:
-----------------------------------
J. Xxxxxx Xxx, Assistant Director
Commercial Loan Servicing Center-LR
State of
County of __
BEFORE ME, the undersigned authority, on this day personally appeared
____________________ known to me to be the person(s) and officer(s) whose
name(s) is/are subscribed to the foregoing instrument and acknowledged to me
that the same was the act of the said ____________, a corporation, and that
______________, executed the same as the act of such corporation for the
purposes and consideration therein expressed, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___day of ______, 2004.
My Commission Expires:
--------------------------------
Notary Public
State of
County of __
BEFORE ME, the undersigned authority, on this day personally appeared
___________ known to me to be the person(s) and officer(s) whose name(s) is/are
subscribed to the foregoing instrument and acknowledged to me that the same was
the act of the said ____________, a corporation, and that ______________,
executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___day of ______, 2004.
My Commission Expires:
--------------------------------
Notary Public
STATE OF ARKANSAS )
COUNTY OF PULASKI )
BEFORE ME, the undersigned, a Notary Public in and for said County and State, on
this day personally appeared J. Xxxxxx Xxx, Assistant Director, Commercial Loan
Servicing Center, of the Small Business Administration, and the person whose
name is subscribed to the foregoing instrument, and he acknowledged to me that
the same was the act of the Small Business Administration and that he executed
the same as the free act and deed of the Small Business Administration for the
purposes and consideration therein expressed and in the capacity therein stated.
[GRAPHIC OMITTED] /s/
--------------------------------
Notary Public
GIVEN UNDER MY HAND and seal of office this December 16, 2004.
