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LT\;ITED STAIES DISTRICT COURT

SOI,'T}IERN DIS'I'RICT OF NEW YORK

UtlC LENDT\G CORP. and C A.K,

LTN]YERSAI CREDIT CORPORATION,

^Piaintiffs,

DECLARATTON OF LEONARP CO}IEN

-agairutI-EDNARD

00 Civ. 1068 (DAB)

COFIEN,

*dp,'

Del'endant.

----------**--J
I, L:onard Cohen, beiog &rly rworrr, rlo depose and stds

i.

I am rhc defendant in this acdon.

ag

t'ollows:

submh this altldavit In suppott of my

t:ppooiriun rtr the p)aintifFs' tnorion lbr an order of attachmsnr. The avermenls set fonh herein
a:.e based

upon rny pcrsonal krowledgc o,f the evCntS reched, e.xr:ept Where stzted upon my

understanrli*g, in which evet)1 I belicve ihe game, in good fa:tl1 to be true-

I have bcen

rerident ofithe siete of Catiiornis for nearly ten ytssrs. I have ownetl

a lrorrre ln (lalitbmia for more than 25 years,

I,

I am a poer and

a c,r.rmposer of musical cornpositions, which

perform both at live

concprts and on recordings. During the cour$e ofmy career. which has spanned nearly 4C years,

I have authorcd hundreds of compositions and recorded in erces.s of a dozen albLrms. Cedain ci'
my cDrxposirion3 appcar on my own albums, and. as wctl, many of my or:mpositions hove been
rcc,)rded by huntlreds of orhcr artists.

rcceive what

I view ro

be wbslantial royalties, on a

regular basis, from sales olrny alhurls and uses of my compositions.

in

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l1
with plainliffs
In oarly 1999, cenain olmy representatives engaged in dis';ugsions

4,

conccrning the pr:ssibility of rheir making a Isan lo an enrily that

was

to e*ablish tbr that

interast in my rights in' anrt>ng

purpose. 'Ihc contcnrplaled loan was tO be sec.rr:ed by a secarrity

otherthing5,rnycompositir:ns(the.fushts*)andtheroyatryincomegclteratdthcrcfiom.
ebotlt May
Fotkrwing further diScussiono betwe,sn the panies, on or

Uitc t;rnding t)orp. ("uc()") rnd I signed

tirr Leonard cohcn

documcnt cntiled "Propo*ed Royalry lnsonre Loan

"Terrr't
sumrnary oi Terms and conditions" {lhe

'fcmr Slreet is rrtaehed hereto

as

shca")' A q>py of the

ExlttbllA'

$75,000, which' as I
Followirg the exeutiDn oi'the Tertr Shcer' I paitl pluntiffs

ri
understood

l0' l99q'

il.

rvas ro be applied agaltlst r'lut-of-pockot exPeoses incurrerj

by UC'C in connection

with proccrsrng and evalua:ing my lu*rl ap'plicarion'

TNlyrepresentadvessubsequenrtyengagcdindiscussionswithplaintiff.rirra;l
loan. on June 24. I9)9' my
uffcn to aeree upon a mutually acceprable al:rount of the
m follows:
traneaction4l co{rnsl advised ptainriffs' in writing'
in
As we discussed earlie{ today' due tothe significant changc
client
our
arnount'
cxPectations concerBirtg the possible loan
havedecitled to
Lr:onard Cohen and lris manager Keltey Lynr:h
Univtr val
C'A.K'
lotter
with
previous
cngagement
thc
terminate
Credit CorPoralion and to ptEstle anolher opponnnfiy

A .oDy of

tt

nr1-

counsel's June 24, tq99 letter is attached herero as Exhihi!!

Tt> the best

of mv knowiedge, plaintiffs nevel mok issuc with or o*rerwise

explot'c a possible transa'tion

;irallcnged lhc tennination of rhcir enga8emen! or my intent to
wirh enother PanY

thu
My lepreseRtatives subsequently rli.rcurse.cl with Sony Muric ("Sony")

possibility of sony's ncquisition of the

Righs During

tlus period .rftime, rny representativcs

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tgl r, rrd

also communicatcd with plaintiffs in respecl of a possible loan transuctior). Ultimatly, plaintifls

offrerl to advance $5.s rnillion

10.

It

io

as

oar!of

6y understerding

a propoaerl loan

transsction.

rhel in Novembcr ot'I999, rny repretentatives ifllbrmed

plaintiffs that I was senously considering selling the Rightu ro Sony, if acccptable ftnoncial

antJ

related terrtrt could bc reachtd. In response, on r)r ebout November 8, 1999, plaintiifs wrote to
rny persDnal DlanaSer and advised her that "In ligiu ofthe recent events rcgarrling Sony and their

pomtial oll'er'r:
sl.ruL1ure," A

purchasc l-eonard Cohen's &gsen, wB offer an altemative ro the proporcd Loan

"l.rpy

of plaintiffs' November B, ]999 leficr is attached hereto

I lrter

I,

Nowrnber

manager's

officc

as

EXIfbAC

learned that, without prior notice to nre or my representetives, on or sbout

1999. plaintiffs sent a go-called "commitmefil ltter" to me, in care

olmy

Drrring tlro entirety of the parties, ralationship in this mattcr, plainrifls

cor.sisrentlv had cornmunicared with my lraosastional counsel. ln thic inytance, hovzever,

plarnriffs did not, as I underrtard it. csnd this rrrpposed "comrnitn:ent letter" to rry altorney or
eveu provide a copy of the later to
artschod hereto as

12.

hirn

A copy of plaintiffs' Noyember I I . I 99g leter is

Bbibji p.

This suppo*d "eommitment letter" requested thnt I conlirm my agreemc*t

thereto by signing rhe lertcr and returning

a.

futly executcd copy ro plaintirrs by 5:00 pm on

Novcrnber 19, 199t. I refusetl ro sign thc "commitment logsy.,,

13

lt

is rny undursranding thaq in rnjd-November

of

1999, my rcpreseoraliye$

discussed with plaintiffs the possibility that I might still enter into a loan rransaction with

plaintills. Ir is my further understanding ths1, on or abour Nolember 16, i9gg. plaintiffs se*t
revlsed drafts of ioan documenrs to my coun$el.

qn

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I
14.

I ultimarcly decided trct to proceed with the loan and rny representstives

so

filr payment of a $290'0oo

advised plainriffs, Plaintiffs reryonded by rnaking dernand
(in additiorr to those covered by my inirinl
Origination Fee and for reimbursement of exPer$arr

I am liable for rhose

$?t.00o deposit) in an arnounr of nearly $7s,ooo. As I do not believe
anlounlv, I retirsed lo tccede to pldntiffs' demqnds'

I5.

I havc not reached an agreement wirh sony (oo

or orhet, trni)saction invulving the

*y

other party) regardlng a sale

Rigl*s whilc my discussions with sony coniirrue, it is

will rr:*ch an aocord regarding such a

cenainlv rlot :lear at tris juncturc whether wc uttimarely
sale.

and correct
I declarc under penrtty of periury that rlre foregoing is tru*

Dared: Augrrsr 30, 2000

KLO1402