The first bankruptcy, from the Wicklund Holding Co · 8-K/A · For 10/15/98 · EX-99.3
(a) Wicklund will pay DCC the sum of $625,000.00, to be paid in five
equal monthly installments of $125,000.00 each, commencing March 23, 1999 and
continuing on or before the 1st day of the months of May, June, July and August
1999. Upon receipt of the final installment of the $625,000.00 cash payment, DCC
and Dow will provide Wicklund with a complete set of originals of the documents
(or copies of court documents) evidencing DCC's and Dow's rights in the claims,
notes and collateral being assigned and transferred hereunder, along with the
original letters patent comprising part of the Collateral (which are currently
being held by the Clerk of the Bankruptcy Court) and the original Notes.
(b) Wicklund shall execute a Promissory Note in the amount of
$175,000.00 payable to DCC, in the form attached hereto as Exhibit "4".
(c) This Agreement shall not determine ownership of the Collateral as
between Wicklund and IPI.
(d) Upon receipt of the final installment of the $625,000.00 cash
payment, DCC will dismiss the Fayette County Civil Action No. 92-CI-3602 against
IPI and James N. Turek (the "Lawsuit"), with prejudice, and the personal
guarantee of James N. Turek in the amount of $1,840,000.00 (the "Guarantee")
will be discharged in writing.
(e) Upon the transfer of DCC's and Dow's rights in the Collateral to
Wicklund, DCC's and Dow's rights under this Agreement, and DCC's rights under
the $175,000.00 Promissory Note executed concurrently herewith, shall be
unsecured.
(f) Provided, however, DCC will retain and not assign to Wicklund its
rights under the Guaranty and will retain and not assign to Wicklund its rights
in the Lawsuit. These rights will be retained and not assigned so that DCC may
dismiss the Lawsuit and discharge the Guaranty as required by subparagraph (d),
above.
2. Royalty Fees.
(a) Commencing July 1, 2001, DCC shall receive a royalty equal to 5% of
the gross dollars resulting from sales of the Beam Bolsters (after deducting
sales returns and any sales taxes), whether such sale is made by Wicklund (or
any successor or assign) or any licensee of the Patents or Technology, subject
to the minimum royalty payment provided for in subsection (b), below.
(b) The royalty payment will be calculated on a quarterly basis and the
payment will be due on or before the last day of the month following the end of
each calendar quarter. The first royalty payment for the calendar quarter ending
September 30, 2001 will be due on or before October 31, 2001. The minimum
quarterly royalty payment shall be in the amount of $12,500.00, regardless of
the actual dollar amount of the gross sales in any calendar quarter.
(c) Accompanying each royalty payment shall be a statement showing gross
sales, deductions for returns and sales taxes. Wicklund agrees that DCC shall be
entitled at any time, on reasonable notice, to inspect its books and records
to confirm that the royalty payments being remitted are correct. Wicklund
agrees that any licensing agreement that it enters into with respect to the
Patents and/or Technology shall include a provision enabling DCC to inspect the
books and records of the licensee to confirm that the royalty payments being
remitted are correct.
(d) Royalty payments shall continue on a quarterly basis until such time
as DCC has received a total of $400,000.00. Upon receipt of such an amount in
royalty payments, the obligation for royalty payments to DCC under this
Agreement shall cease, although all other obligations hereunder shall remain in
effect.
(e) If any royalty payment is not received or accounted for in a timely
manner, DCC, in its sole discretion, may give a written notice of default to
Wicklund, by regular mail at the addresses set forth below. If payment is not
received or an accounting not provided within 30 (thirty) days of the date on
which DCC gives written notice of default to Wicklund, DCC may, at its option,
accelerate the remaining unpaid balance of the royalty payments ($400,000.00
minus payments previously received). The accelerated balance shall then
commence to bear interest at the rate of 8.5% per annum and DCC may immediately
bring suit thereon. A default hereunder shall also constitute an event of
default under the $175,000.00 Promissory Note being executed contemporaneously
herewith. Provided, that if Wicklund has reduced the principal balance of the
Promissory Note at the time of such default, the accelerated balance owed on the
Promissory Note shall be the then existing balance of principal and accrued
interest, credit having been given for all payments received.
3. DCC's and Dow's Representations and Warranties. DCC and Dow
represent and warrant to Wicklund as of the date of this Agreement, as follows:
(a) DCC and Dow are corporations validly existing and in good standing
under the laws of Delaware.
(b) DCC and Dow have full corporate power and authority to execute and
deliver this Agreement and to perform their respective obligations under this
Agreement. The execution, delivery and performance of this Agreement by DCC and
Dow has been duly authorized by all necessary corporate actions.
(c) The execution, delivery and performance of this Agreement by DCC and
Dow does not conflict with any provision of the Articles of Incorporation or
Bylaws of DCC or Dow or any contract, agreement, or commitment to which DCC or
Dow is a party.
secinfo.com
Plasticon Business Plan 2005 - 2008
Financials -
p122
CASH FLOW SCHEDULE
2005
Patent/asset payments $26,666 per month - Total for year ending 2005 - $319,002
2006
Patent/asset payments $26,667 per month - Total for year ending 2006 - $320,004
2007
Patent/asset payments $37,003 per month - Total for year ending 2007 - $444,496
2008
Patent/asset payments $37,003 per month - Total for year ending 2007 - $444,496
2009
Patent/asset payments $37,003 per month - Total for year ending 2007 - $444,496 |
