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acceptance of Spencer of Florida as the Assignee of and
Successor in Interest to the Purchasers.
The Florida Purchase Agreement contained a clause pertaining to
certain accounting and consulting services to be provided to SPC-
FL by SSI and Mr. Spencer. In exchange for the performance of
required monthly financial accounting services, SPC-FL agreed to
pay SSI a monthly fee of $1,800. Additionally, the parties
agreed that SPC-FL would retain either SSI or Mr. Spencer to
provide management consulting services at a monthly fee equal to
the compensation paid by SPC-FL to either Mr. Schroeder or the
highest paid employee of SPC-FL, whichever is greater. Both of
these arrangements were to be in effect as long as there was any
debt outstanding to the seller, SSI.
Unlike the SPC-SC transaction, no cash was paid at closing.
Payment for the acquired assets consisted solely of a $1,150,000
promissory note (the S/S/S note), dated August 8, 1990, issued by
the purchasers. Pursuant to the S/S/S note,15 the purchasers
agreed to pay SSI $1,150,000 with interest at the rate of 10
percent per year in 120 equal installments of $15,197.33. The
first payment was due and payable on September 1, 1990. The
S/S/S note contained the following acceleration clause:
Without notice, the Lender may declare all amounts
due and payable pursuant to this note immediately due
and payable, if the Borrowers (or any one of them):
15 As stated previously, the original documents relating to
this transaction are unavailable.
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