EXHIBIT 10.110
November 21, 2000
Jack Pilger
President
BounceBackTechnologies.com, Inc.
707 Bienville Blvd.
Ocean Springs, MS 39564
RE: LETTER OF INTENT TO PURCHASE COUNTRY TONITE
Dear Jack,
This letter is intended to summarize the principal terms of a proposal being
considered by On Stage Entertainment, Inc. (the "Buyer") and
BounceBackTechnologies.com, Inc. ("Seller") regarding Buyer's possible purchase
of the production show commonly known as Country Tonite, which is currently
being performed in the Country Tonite Theater in Branson, Missouri ("Country
Tonite"). In this letter, the Buyer and the Seller are sometimes called the
"Parties," and the Buyer's possible acquisition of Country Tonite is sometimes
called the "Possible Acquisition."
PART I
The Parties wish to commence negotiating a definitive written acquisition
agreement providing for the Possible Acquisition (a "Definitive Agreement"). The
execution of any such Definitive Agreement would be subject to the satisfactory
completion of the Buyer's ongoing investigation of Country Tonite, and would
also be subject to approval by the Buyer and Seller's board of directors.
Based on the information currently known to the Buyer, it is proposed that the
Definitive Agreement would include the following terms:
1.1. BASIC TRANSACTION
Seller would sell all of its rights in Country Tonite to Buyer or to a
subsidiary of the Buyer (the "Subsidiary") and assign all relevant agreements
thereto, including but not limited to Seller's agreement to cause the lease
agreement for the Country Tonite Theater in Branson, Missouri to be assigned to
Buyer, but which shall specifically exclude the Country Tonite production in
Pigeon Forge, Tennessee, at the price set forth in Paragraph 1.2 below. Such
assets would be identified on a list to be attached to the Definitive Agreement
and would cover the sale of all the assets that are currently used in the
operation of Country Tonite. Buyer will not assume any of the liabilities of the
Seller, save for those specific liabilities listed on Exhibit 1. It is
contemplated that the closing of the Possible Acquisition (the "Closing") would
occur on or before January 31, 2001.
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1.2 PURCHASE PRICE
Buyer hereby agrees to purchase Country Tonite for an aggregate purchase price
of THREE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($3,800,000.00)(the "Purchase
Price"). Buyer shall pay the Purchase Price to Seller in accordance with the
following payment schedule:
$100,000(1) Upon the execution of the Letter of Intent
$900,000(2) At Closing on or before January 31, 2001
$2,800,000(3) On or before July 31, 2001
__________
$3,800,000
(1)This deposit shall be placed into an interest bearing escrow account and
shall be subject to the terms of an escrow agreement in a form substantially
similar as the Escrow Agreement attached hereto as Exhibit 2. This deposit shall
be non-refundable unless (i) Seller fails to consummate the sale of Country
Tonite to Buyer before 5:00 p.m. EST on January 31, 2001, as a result of either
Seller's failure to negotiate and enter into in good faith the Definitive
Agreement or Seller's default under the terms of the Definitive Agreement, or
(ii) before 5:00 p.m. EST on December 29, 2000 Buyer notifies Seller in writing
that it has reasonably determined that Seller's representations regarding
Country Tonite's Revenue and EBITDA numbers submitted to Buyer for the last four
(4) years are materially inaccurate and/or Seller has failed to disclose an
event or situation to Buyer that would materially and adversely affect Country
Tonite's revenues for 2001.
(2)Upon Closing and payment of the $900,000 by January 31, 2001, Seller will
provide Buyer with the unrestricted ability to present and keep all proceeds
generated therefrom, at the Country Tonite show in Branson, Missouri.
(3)At Closing, Buyer will deliver a promissory note ("Note") in the principal
amount of $2,800,000 payable on or before July 31, 2001, together with interest
at the rate of ten percent (10%) per annum from the date of Closing. The
interest shall be paid on a monthly basis, in arrears, until the remaining
principal payment is made. The Note will be secured by a first priority security
interest granted by Buyer in the assets purchased by Buyer as contemplated
hereunder.
1.3 OTHER TERMS
The Seller will make customary comprehensive representations and warranties to
the Buyer, and will provide customary comprehensive covenants, indemnities and
other protections for the benefit of the Buyer. The consummation of the
contemplated transaction by the Buyer would be subject to the approval of the
Buyer's and the Seller's board of directors.
<PAGE>
PART 2
The following paragraphs of this letter (the "Binding Provisions") are the
legally binding and enforceable agreements of the Parties.
1.4 ACCESS
During the period from the date of this letter of intent and the deposit of
$100,000 by Buyer (the "Signing Date") until the date on which either Party
provides the other Party with written notice that negotiations toward a
Definitive Agreement are terminated (the "Termination Date"), the Company will
afford the Buyer full and reasonable access to Country Tonite, its personnel,
properties, contracts, books and records, and all other documents and data.
1.5 CONDUCT OF BUSINESS
During the period from the Signing Date until the Termination Date, the Company
shall operate Country Tonite in the ordinary course, and shall refrain from any
extraordinary transactions.
1.6 MUTUAL NON-DISCLOSURE
The Seller and the Buyer are parties to a Mutual Non-Disclosure Agreement dated
February 1998 (the "Mutual Non-Disclosure Agreement").
1.7 DISCLOSURE
Except as and to the extent required by law, without the prior written consent
of the other Party, no Party will, and each will direct its officers, directors,
shareholders, employees, agents and representatives not to make, directly or
indirectly, any public comment, statement, or communication with respect to, or
otherwise to disclose or to permit the disclosure of the existence of
discussions regarding, a possible transaction between the Parties or any of the
terms, conditions, or other aspects of the transaction proposed in this letter.
If a Party is required by law to make any such disclosure, it must first provide
to the other Party the content of the proposed disclosure, the reasons that such
disclosure is required by law, and the time and place that the disclosure will
be made.
1.8 COSTS
The Buyer and Seller will be responsible for and bear all of its own costs and
expenses (including any broker's or finder's fees and the expenses of its
representatives) incurred at any time in connection with pursuing or
consummating the Possible Acquisition.
<PAGE>
1.9 ENTIRE AGREEMENT
The Binding Provisions, the Mutual Non-Disclosure Agreement, the provisions of
Part 1, Section 1.2, as they relate to the non-refundable deposit, and the
Escrow Agreement constitute the entire agreement between the Parties, and
supersed all prior oral or written agreements, understandings, representations
and warranties, and courses of conduct and dealing between the parties on the
subject matter hereof. Except as otherwise provided herein, the Binding
Provisions may be amended or modified only by a writing executed by all of the
Parties.
1.10 COUNTERPARTS
This Letter may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Letter and all of which, when taken
together, will be deemed to constitute one and the same agreement.
1.11 NO LIABILITY
Except as provided in Section 1.9 above, this letter represents only the
parties' current good faith intentions to negotiate and enter into the
Definitive Agreement, and the paragraphs and provisions of Part 1 of this Letter
do not constitute and will not give rise to any legally binding obligation on
the part of any of the Parties. Moreover, no past or future action, course of
conduct, or failure to act relating to the Possible Acquisition, or relating to
the negotiation of the terms of a Possible Acquisition or any Definitive
Agreement, will give rise to or serve as a basis for any obligation or other
liability on the part of the Parties.
If you are in agreement with the foregoing, please acknowledge the same by
signing and returning one copy of this Letter to my office, which thereupon will
constitute our agreement with respect to its subject matter. Upon receipt
thereof, I will immediately cause the first $100,000 deposit to be wired to your
attorneys' office.
Very truly yours,
ON STAGE ENTERTAINMENT, INC.
By: ____________________________
Timothy J. Parrott
Chief Executive Officer
AGREED AND ACCEPTED:
BOUNCEBACK TECHNOLOGIES.COM, INC.
By:
____________________________
John J. Pilger
President
