PK Ventures, Inc. and Subsidiaries, et al. - Page 91

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               According to the schedule set forth in the debt service                
          agreement, PK Ventures agreed to pay the outstanding principal              
          balance of the $2.5 million revolving line of credit plus any               
          accrued interest within 5 days from the date of the debt service            
          agreement.  Furthermore, PK Ventures agreed to make a $400,000              
          payment on the Summit Trust loan at the earlier of September 30,            
          1990, or the date that Rose acquired a majority interest in                 
          PK Ventures.  PK Ventures was to repay the remaining $600,000 of            
          the Summit Trust loan at the loan’s maturity date, 12 months from           
          the date of the debt service agreement or as extended by Summit             
          Trust.  The debt service agreement also contained the following             
          provision:                                                                  
                    3.3   Compensation.  Until October 1, 1990, Robert                
               Rose’s salary, as Chief Executive Officer, will be                     
               fixed at $80,000 per annum, payable bi-weekly.                         
               The debt service agreement provided that PK Ventures was to            
          borrow funds from Rose if it did not have sufficient funds to               
          make the scheduled payments to Norstar and Summit Trust.  If                
          PK Ventures borrowed any funds from Rose, it was required to                
          execute a promissory note in Rose’s favor and to secure repayment           
          of the loan by placing a priority lien (as permitted) on all of             
          its assets.  In addition, any such loans between Rose and                   
          PK Ventures were to be secured by an escalating pledge of the               
          shares of PK Ventures’ stock owned by Kane, Kane Jr., Krutoy, and           
          Mannello in an amount identified in a Pledge Agreement.                     






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