SETTLEMENT AGREEMENT
This Settlement Agreement is made by, between and among Plaintiffs
Xxxxxx Xxxxx and Xxxxxx Xxxxxxx (hereinafter collectively referred to as
"Plaintiffs") and Defendant Entertainment Boulevard, Inc. (hereinafter
referred to as "Defendant") concerning that certain action filed in the Los
Angeles Superior Court, bearing Case No. SC058891 (hereinafter referred to as
the "Action"), involving claims brought by the Plaintiffs for damages related
to non-payment of loans to Defendant.
FOR AND IN CONSIDERATION of cash, collateral and promises to pay
(described in detail below) to the Plaintiffs from the Defendant, Plaintiffs
hereby agrees to dismiss the Action against the Defendant after a stipulation
for the entry of Judgment is signed and the repayment of the loans occur
according to the terms set forth herein; and the Defendant hereby waives any
and all rights of appeal, presentment, notice of default, right for
reconsideration of this matter and any other rights which would change or
negate in any way the terms of the negotiated terms of this Settlement
Agreement.
Consideration:
(1) Payment of Three Hundred and Ten Thousand Dollars ($310,000.00)
cash. The Plaintiffs and Defendant agree to enter into a written stipulation
to be submitted to the court whereby the amount of $300,000.00 for payment
against the outstanding loan amounts owned plus $10,000.00 to be paid for
attorney's fees and cost (not interest) of bringing the Action will be
immediately released to the Plaintiffs by wiring the funds
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directly to Plaintiffs Counsel's Client trust account immediately upon
receipt of the funds back to the bank from the attachment. The remainder of
the funds that were attached will be immediately released back to Defendant.
(2) The remaining amounts owed to Plaintiffs from Defendants after
payment of $310,000.00 are as follows:
(a) The remaining principle amount of $256,793.12.
(b) Interest that has accrued from September 24, 1999 to October
13, 1999 at the rate of $122.04 per day in the amount of $2,318.76.
(c) Interest will continue to accrue on the remaining amounts owed
at ten percent (10%) interest until the remaining amounts are
repaid in full with all interest that has accrued.
(d) It is understood and agreed that the remaining amounts owed to
Plaintiffs will be paid back to Plaintiffs from Defendant out of
fifty percent (50%) of any future sums received by Defendants from
gross revenues generated or income from any other source.
(3) In order to secure repayment of the outstanding amounts owed,
Defendant agrees to the following:
(a) Mr. Xxxxxxx Xxxxx will no longer will be a signatory on any
of the Defendant's current bank account(s) or any future bank account
that may be opened on behalf of, or for the benefit of, Defendant
unless and until
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there is full repayment of the above debt and also the remaining
$400,000.00 promissory note and accrued interest. The signatory
powers on all Defendant's bank accounts will be Xx. Xxxxx XxXxxx.
Xx. Xxxxx XxXxxx will immediately notify Plaintiff's in writing via
fax of any and all amounts of revenue received by Defendant as the
amounts are received by Defendants from any source. Xx. XxXxxx will
also immediately make arrangements for immediate payment to
Plaintiffs of fifty percent (50%) of any amounts received by
Defendants to repay the principle and interest owed to Plaintiffs,
and full repayment will occur on or before Jan. 31, 2000. Xxxxxx
Xxxxx will be appraised of all contracts and commitments to be
entered into by Entertainment Boulevard, Inc. until Xx. Xxxxxx
Xxxxx is no longer an acting director, pursuant to such
notification requirements to all acting directors as is dictated
according to the corporate bylaws and the California Corporations
Codes.
(b) Defendant agrees that a stipulated judgment will be signed
by the Defendant to be entered against the Defendant in the event
of default on this Settlement Agreement and attached Promissory
Note. The Judgment will reflect that as of October 13, 1999 the
remaining amount of $259,111.88 as of October 13, 1999. Any
available means to secure the amounts owed that are available from
obtaining a judgment may be utilized by Plaintiffs upon
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default, but Plaintiffs agree not to enter the Judgment against
Defendant unless and until Defendants fails to make payments to
Plaintiffs according to the plan of repayment as stated in this
"Settlement Agreement." If any of the security devices utilized by
Plaintiff encumber property of Defendant and Defendant requires a
written release from Plaintiffs to sell such property, Plaintiffs
agree to execute such documentation to effectuate the sale of such
property but reserves the right to demand and secure payment of at
least fifty percent (50%) of such proceeds from any such sale. Upon
default of the terms of this Settlement Agreement, Plaintiffs may
immediately enter the Judgment without giving notice to Defendant.
Defendant hereby waives any and all rights to notice, presentment
or any or defenses or notices necessary to entry and enforcement of
the Stipulated Judgment.
(c) In addition to the above, the Chief Executive Officer of
Defendant, Xxxxxxx Xxxxx, agrees to personally guarantee the
repayment of the remaining amounts owed and to provide collateral
for the remaining principle and interest owed to Plaintiffs. The
collateral provided by Xxxxxxx Xxxxx will be all of Xxxxxxx Xxxxx'x
Entertainment Boulevard, Inc. stock.
Xxxxxxx Xxxxx agrees to execute all necessary documents to ensure
that
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Plaintiffs' are given a perfected lien against the stock. Failure
to immediately sign and return any documentation to ensure
perfecting of such liens will be considered a breach of this
settlement agreement whereby Plaintiffs would be automatically
authorized to Levy against the Defendant's assets or any of Xxxxxx
Xxxxx'x property that a lien has been perfected against.
(d) Attached hereto as Exhibit A is the proposed Stipulation
for entry of Judgment against Defendant pursuant to the above terms.
(e) Attached hereto as Exhibit B is the Promissory Note
entered into by Defendant for the remaining amounts owed.
(f) Attached hereto as Exhibit C is the Personal Guarantee by
Xxxxxxx Xxxxx for the payment of the remaining amounts owed.
(g) Attached hereto as Exhibit D is the Agreement by Xxxxxxx
Xxxxx to provide the above collateral for security of repayment of
the remaining amounts owed.
(h) Attached hereto as Exhibit E is the Corporate Resolution
signed by a majority of disinterested directors approving the terms
of this Settlement Agreement.
Upon execution of this Settlement Agreement and the Attachments,
Plaintiff will prepare the Stipulation to file with the court to obtain the
court order to effectuate all of the above terms, and Defendant agrees to
sign any further documents to effectuate this
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agreement.
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DISMISSAL: The undersigned Plaintiffs hereby authorize and direct their
attorney of record to dismiss WITHOUT PREJUDICE their Complaint, bearing Case
No. SC058891 pursuant to the above terms upon repayment of the debt owed and
will agree to not file the Stipulated Judgment unless and until there is a
breach of this Settlement Agreement.
ENTIRE AGREEMENT: This Settlement Agreement contains the ENTIRE
AGREEMENT and understanding among the parties concerning the subject matter
hereof, and supersedes and replaces all prior negotiations and proposed
agreements, written and oral. Each of the parties hereto acknowledges that no
other party, and no agent or attorney of any other party, has made any
promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject matter hereof, to induce any party to
execute this settlement agreement or release, and acknowledges that no party
hereto has executed this settlement agreement or release in reliance upon any
such promise, representation or warranty not contained herein.
COUNTERPARTS: This Settlement Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to have the same force and effect as if
executed in one complete document and as the one and only original. Fax
signatures are acceptable and binding.
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ATTORNEYS FEES AND COSTS: In the event any litigation, arbitration, or
any action necessary is brought for the interpretation or enforcement of this
Settlement Agreement, or because of any alleged dispute, default,
misinterpretation of this Settlement Agreement, the successful or prevailing
party or parties shall be entitled to recover actual attorneys' fees, costs,
and expense actually incurred in connection therewith, in addition to any
other relief to which it or they may be entitled.
BINDING AFFECT OF AGREEMENT: The provisions of this Settlement Agreement
shall be binding upon and inure to the benefit of the respective parties and
their respective heirs, executors, administrators, agents and representatives.
SETTLEMENT AGREEMENT DRAFTED EQUALLY BY ALL PARTIES: For the purposes of
construing or interpreting this Settlement Agreement, this Settlement
Agreement shall be deemed to have been drafted equally by all parties hereto.
AUTHORITY TO EXECUTE AGREEMENT: Each individual signing this Settlement
Agreement, whether signed individually or on behalf of any person or entity,
warrants and represents that he or she has full authority to so execute the
Settlement Agreement on behalf of the parties on whose behalf he or she so
signs. Each separately acknowledges and represents that these representations
and warranties are essential and material provisions of this Settlement
Agreement and shall survive execution of this Settlement Agreement. The
parties hereto each respectively represents that the attorneys and
representatives signing this Settlement Agreement on their respective behalf
have
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been duly authorized and empowered to do so.
GOVERNING LAW: This Settlement Agreement shall be interpreted under and
governed by the laws of the State of California.
LEGAL COUNSEL PROVIDED: The undersigned hereby declare and represent
that they are effecting this Settlement Agreement and executing this Release
after having received from legal counsel full legal advice as to their rights
and or have had the opportunity to seek the advice of counsel and have waived
their right to do so.
ACTING UNDER FREE WILL: The undersigned further state that they have
carefully read the foregoing Settlement Agreement and release and know and
understand the contents thereof, and sign the same as their own free act.
Dated: -----------------, 1999. ----------------------------------
Xxxxxx Xxxxx
Dated: -----------------, 1999. ----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx, Xxxxx
Dated: -----------------, 1999. ----------------------------------
Xxxxxxx Xxxxx, individually
/s/ Xxxxxxx Xxxxx
Dated: -----------------, 1999. ----------------------------------
Authorized Agent for Entertainment
Boulevard, Inc.
Approved as to form and content this ___ day of ________________, 1999.
LAW OFFICES OF XXXXX X. XXXXXX
By:
-----------------------------------------
Xxxxx X. Xxxxxx, Attorneys for Plaintiffs
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PROMISSORY NOTE
$259,111.88 DATE: October 13, 1999
---------- ----------------
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged by the
maker, the undersigned, jointly and severally, promises to PAY TO THE ORDER OF
Riz Xxxxxxx and/or Xxxxxx Xxxxx the principle sum of Two Hundred and Fifty Nine
Thousand One Hundred and Eleven dollars and Eighty Eight cents ($259,111.88)
together with the interest thereon from October 13, 1999 at the statutory
legal rate in California of ten percent (10%) per annum until repaid in full,
all payable in lawful money of the United States of America, as follows:
All sums are due as of October 13, 1999 and will accrue interest from such
date as stated above. Repayment is to occur as Entertainment Boulevard, Inc.
(hereinafter "EBI") receives gross revenues from its operation or from any
other source. EBI hereby agrees to make payment on this Promissory Note from
50% of each receipt of gross revenues or any income received by EBI until
repayment of this note is made in full including all accrued interest, and
final payment will occur on or before, Jan. 31, 2000.
All payments shall apply first to accrued interest, and the remainder, if
any, to reduction of principle. Upon default in the performance of any of the
covenants or agreements of this note, or of any instrument now or hereafter
evidencing or securing this note or the obligation represented hereby, the
whole indebtedness (including principal and interest) remaining unpaid,
shall, at the option of the holder, become immediately due, payable and
collectible, and while in default, this note and deferred interest shall
continue to accrue interest at the legal rate of 10% per annum. Each maker
and endorser severally waives demand, protest and notice of non-payment, or
notice of default and all requirements necessary to hold each of them liable
as makers and endorsers. Each maker an endorser further agrees, jointly and
severally, to pay all costs of collection, including reasonable attorney fees
in case the principle of this note or any payment on the principal or any
interest hereon is not paid at the respective maturity thereof, or in case it
becomes necessary to protect the security hereof whether suit be brought or
not.
ENTERTAINMENT BOULEVARD, INC.
/s/ Xxxxxxx Xxxxx
-------------------------------------------------
Authorized Agent for Entertainment Boulevard, Inc.
Print Name of the above Signatory: Xxxxxxx Xxxxx
----------------------------------
Law Offices of Xxxxx X. Xxxxxx
XXXXX X. XXXXXX, Bar #156112
00000 Xx Xxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000)000-0000
Attorney for Plaintiff,
Xxxxxx Xxxxx and Xxxxxx Xxxxxxx
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, WEST DISTRICT - SANTA XXXXXX
XXXXXX XXXXX AND XXXXXX XXXXXXX ) CASE XX. XX000000
)
) STIPULATION FOR MONEY
Plaintiffs. ) JUDGMENT TO BE ENTERED IN THE
) EVENT OF BREACH OF
vs. ) SETTLEMENT AGREEMENT
)
ENTERTAINMENT BOULEVARD, INC., )
and DOES 1 through 20, Inclusive, )
) Date: October 12, 1999
)
Defendants. )
_______________________________________)
THE PARTIES STIPULATE (AGREE) AS FOLLOWS:
1. In the event of breach of the Settlement Agreement the attached JUDGMENT
shall be entered in favor of Plaintiffs as named in the Complaint and
against the named Defendant, ENTERTAINMENT BOULEVARD, INC.
2. Judgment shall be entered for the sum of $259,111.88 plus any accrued
interest from October 13, 1999 at the rate of 10% per annum less any
amount of payments received.
3. Defendant agrees to pay the money judgment and accrued interest as
provided above pursuant to the Settlement agreement and Promissory note
executed concurrently. In the event of default in payment, the Judgment
may be filed and entered forthwith and a writ of execution may be
immediately issued by clerk or court without further notice of hearing.
4. WAIVER OF RIGHTS: We the undersigned defendant, understand that we have
the following rights: (a) to be represented by an attorney of our own
choice, at our own expense; and (b) to notice and an opportunity to be
heard on the issue of any default in payment of installments, or on any
other alleged violation of conditions staying or delaying the
enforcement of the judgment. We give up these rights and freely agree
that judgment may be entered against us in accordance with this
stipulation.
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Dated: /s/ Xxxxxxx Xxxxx
------------------- --------------------------------------------------
Authorized Agent for Entertainment Boulevard, Inc.
Print Name of Authorized Agent: Xxxxxxx Xxxxx
---------------------------------
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Law Offices of Xxxxx X. Xxxxxx
XXXXX X. XXXXXX, Bar #156112
00000 Xx Xxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000)000-0000
Attorney for Plaintiff,
Xxxxxx Xxxxx and Xxxxxx Xxxxxxx
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, WEST DISTRICT - SANTA XXXXXX
XXXXXX XXXXX AND XXXXXX ) CASE NO. SC058891
ALIKAN )
) JUDGMENT
Plaintiffs, )
)
)
vs. )
ENTERTAINMENT BOULEVARD, INC., )
and DOES 1 throught 20, Inclusive, )
)
)
Defendants, )
______________________________________)
THE PARTIES STIPULATE (AGREE) AS FOLLOWS:
1. JUDGMENT shall be entered in favor of Plaintiff as named in the Complaint
and against the named Defendant, ENTERTAINMENT BOULEVARD, INC.
2. Judgment shall be entered for the sum of $_________________ which
includes the principle amount of $259,111.88 plus any accrued interest
from October 13, 1999 at the rate of 10% per annum less any amount of
payments received since that time.
3. The Judgment may be filed and entered forthwith and a writ of execution
may be immediately issued by clerk or court without further notice of
hearing to Defendant.
4. WAIVER OF RIGHTS: We the undersigned defendant, understand that we have
the following rights: (a) to be represented by an attorney of our own
choice, at our own expense; and (b) to notice and an opportunity to be
heard on the issue of any default in payment of installments, or on any
other alleged violation of conditions staying or delaying the enforcement
of the judgment. We give up these rights and freely agree that judgment
may be entered against us in accordance with this stipulation.
Dated: /s/ Xxxxxxx Xxxxx
------------ --------------------------------------------------
Authorized Agent for Entertainment Boulevard, Inc.
Print Name of Authorized Agent: Xxxxxxx Xxxxx
------------------------------------------
JUDGMENT IS HEREBY ORDERED ENTERED:
DATED
------------ --------------------------------------------------
Judge of the Superior Court
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PLEDGE OF COLLATERAL FOR PROMISSORY NOTE AND STIPULATION FOR MONEY
JUDGMENT
NOW, THEREFORE, in consideration of the execution of the signing of the
Settlement Agreement by Xxxxxx Xxxxx and Xxxxxx Xxxxxxx ("Plaintiffs"), the
undersigned hereby pledges as collateral for the guarantee of repayment of
the Promissory Note and the Stipulation for Money Judgment to be performed
by Entertainment Boulevard, Inc. ("EBI") and pursuant to the terms, covenants
and conditions of such Settlement Agreement the following:
1. All of the ownership interest in all Entertainment Boulevard, Inc. stock
that is either held in the name of, or for the benefit of, Xxxxxxx
Xxxxx. All of Xxxxxxx Xxxxx'x stock is intended to be collateral herein,
however such stock is held, whether in various forms of Xxxxxxx Xxxxx'x
name or for his benefit in trust or other beneficiary interest.
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
Xxxxxxx Xxxxx hereby authorized and agrees to sign all necessary documents to
secure payment of the Promissory Note and the Stipulation for Money Judgment
using as collateral the above mentioned items. This includes, but is not
limited to, an agreement to sign a UCC-1 that may be filed against real or
personal property listed above, as allowed by law.
Dated:___________________ /s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
