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commencing on December 31, 1996, and ending December 31, 1997.27
The purchase price for the preferred interests consisted of
a “Cash Purchase Price” and a “Contingent Amount”. The Cash
Purchase Price was defined as the amount of CLIS’s and Generale
Bank’s initial preferred capital accounts in SMP ($5 million)
plus interest as of the purchase date. The Contingent Amount was
defined as: (i) The lesser of $7 million or the amount recovered
on the Carolco subordinated notes; plus (ii) the lesser of $3
million or the amount recovered on the Carolco preferred stock.
By its terms, the side letter agreement was not effective
until: (i) Each of the parties signed a counterpart of the side
letter agreement and received a full set of signed counterparts;
and (ii) Rockport deposited $5 million (i.e., the sum of the
preferred capital accounts of CLIS and Generale Bank on the
closing date of the exchange and contribution agreement) in an
account maintained at Chase Manhattan Bank. The side letter
agreement also provided that CLIS and Generale Bank had no
obligation to make the contributions provided for in the exchange
and contribution agreement unless and until the side letter
agreement became effective.
27 Any written or facsimile notice was required to have an
attached instrument of assignment, a copy of which was attached
as “Exhibit A” to the put agreement. Exhibit A provided that any
assignment and transfer of the preferred interests to Rockport
Capital was to be effective upon payment to the seller of the
cash purchase price provided in the put agreement.
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