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and/or "Spencer Pest Control", trademarks, service marks, and
patents. The Carolina Purchase agreement also included the
following clause:
Seller agrees and acknowledges that Purchaser intends
to transfer the assets purchased and liabilities
assumed hereby into a new South Carolina corporation to
be formed by Purchaser entitled "Spencer Pest Control
Co. of S.C., Inc." and Purchaser agrees to pledge, and
Seller agrees to accept, their capital stock in the new
company as partial security for their Promissory Note
given to seller, as described above.
Additionally, SSI and SPC-SC had a verbal agreement pursuant
to which SSI was to continue to do the accounting for SPC-SC in
exchange for a fee of $600 per office, per month. They also
agreed, verbally, that SPC-SC would pay SSI a consulting fee
equal to the amount paid to the highest paid officer of SPC-SC.
a. Bank Loan
Payment for the acquired assets consisted of $270,000 cash
and a $900,000 promissory note issued by Mr. Spencer and Mr.
Boozer. On June 3, 1987, SPC-SC borrowed $250,000 of the
$270,000 paid in cash from SCNB. The loan (hereinafter referred
to as the bank loan) was to be repaid in 36 monthly installments
of $6,994.44, including principal and interest.5 The first
5 Interest on the bank loan was set at SCN prime plus 1
percent per year. The bank defined "SCN prime" as the floating
rate of interest publicly announced from time to time by South
Carolina National Bank (SCNB) as its prime rate of interest.
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Last modified: May 25, 2011