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by the Spanish investors: Lince; Protravol; Edemle, N.V.
(Edemle); Attractours; and Futureprom. These five companies did
not transfer money to MSI or MDT as purchase money for the notes.
The commercial paper notes matured June 17, 1988, because, in
accordance with C&L’s form, the notes could not have a maturity
date over 183 days.
On December 29 and 30, 1987, Gatetown transferred $7,136,376
of the $10 million to MDT and $2,854,599 to MSI. On December 29
and 30, 1987, MDT transferred $6.9 million cash and issued three
negotiable promissory notes totaling $8.6 million to Manver. MSI
transferred $3.1 million cash and issued a negotiable promissory
note in the amount of $3.9 million to Manver. After these
transactions, Manver had been paid the $22.5 million. The
payments consisted of the $10 million cash that originated from
the Dapy and Roundabout entities, for which the commercial paper
was issued, and $12.5 million in promissory notes.
Amendments were drawn up to the MDT/Manver and MSI/Manver
licensing agreements to reflect the new lump-sum payment terms.
The amendments provided for 10-percent interest on the unpaid
balance, interest only payable monthly, and the entire balance
due in 5 years. An additional term was added to both amendments
that required MDT and MSI to pay to Manver 15 percent of gross
sales that were in excess of base amounts set forth in the
agreements. The base amounts were:
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