NOV 12,2003 2Z:I3,

LT\;ITED STAIES DISTRICT COURTSOI,'T}IERN DIS'I'RICT OF NEW YORK

UtlC LENDT\G CORP. and C A.K,LTN]YERSAI CREDIT CORPORATION, .

^Piaintiffs, :

-agairut- :I-EDNARD COFIEN, ,

Del'endant.

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000-000*00000

00 Civ. 1068 (DAB)

DECLARATTON OF LEONARP CO}IEN

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I, L:onard Cohen, beiog &rly rworrr, rlo depose and stds ag t'ollows:

i. I am rhc defendant in this acdon. I 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-

2 I have bcen a 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 I 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. I rcceive what I view ro be wbslantial royalties, on a

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

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

conccrning the pr:ssibility of rheir making a Isan lo an enrily that I was to e*ablish tbr that

purpose. 'Ihc contcnrplaled loan was tO be sec.rr:ed by a secarrity interast in my rights in' anrt>ng

otherthing5,rnycompositir:ns(the.fushts*)andtheroyatryincomegclteratdthcrcfiom.5 Fotkrwing further diScussiono betwe,sn the panies, on or ebotlt May l0' l99q'

Uitc t;rnding t)orp. ("uc()") rnd I signed a documcnt cntiled "Propo*ed Royalry lnsonre Loan

tirr Leonard cohcn - sumrnary oi Terms and conditions" {lhe "Terrr't shca")' A q>py of the

'fcmr Slreet is rrtaehed hereto as ExlttbllA'

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

understood 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

uffcn to aeree upon a mutually acceprable al:rount of the loan. on June 24. I9)9' my

traneaction4l co{rnsl advised ptainriffs' in writing' m follows:

As we discussed earlie{ today' due tothe significant changc incxPectations concerBirtg the possible loan arnount' our clientLr:onard Cohen and lris manager Keltey Lynr:h havedecitled toterminate thc previous cngagement lotter with C'A.K' Univtr valCredit CorPoralion and to ptEstle anolher opponnnfiy

A .oDy of nr1- counsel's June 24, tq99 letter is attached herero as Exhihi!!

tt Tt> the best of mv knowiedge, plaintiffs nevel mok issuc with or o*rerwise

;irallcnged lhc tennination of rhcir enga8emen! or my intent to explot'c a possible transa'tion

wirh enother PanY

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

possibility of sony's ncquisition of the Righs During tlus period .rftime, rny representativcs

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also communicatcd with plaintiffs in respecl of a possible loan transuctior). Ultimatly, plaintiflsoffrerl to advance $5.s rnillion as oar!of a propoaerl loan transsction.

10. It io 6y understerding rhel in Novembcr ot'I999, rny repretentatives ifllbrmedplaintiffs 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: purchasc l-eonard Cohen's &gsen, wB offer an altemative ro the proporcd Loan

sl.ruL1ure," A "l.rpy

of plaintiffs' November B, ]999 leficr is attached hereto as EXIfbACl I I lrter learned that, without prior notice to nre or my representetives, on or sbout

Nowrnber I I, 1999. plaintiffs sent a go-called "commitmefil ltter" to me, in care olmymanager's officc Drrring tlro entirety of the parties, ralationship in this mattcr, plainriflscor.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 hirn A copy of plaintiffs' Noyember I I . I 99g leter is

artschod hereto as Bbibji p.12. 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*trevlsed drafts of ioan documenrs to my coun$el.

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Y14. I ultimarcly decided trct to proceed with the loan and rny representstives so

advised plainriffs, Plaintiffs reryonded by rnaking dernand filr payment of a $290'0oo

Origination Fee and for reimbursement of exPer$arr (in additiorr to those covered by my inirinl

$?t.00o deposit) in an arnounr of nearly $7s,ooo. As I do not believe I am liable for rhose

anlounlv, I retirsed lo tccede to pldntiffs' demqnds'

I5. I havc not reached an agreement wirh sony (oo *y other party) regardlng a sale

or orhet, trni)saction invulving the Rigl*s whilc my discussions with sony coniirrue, it is

cenainlv rlot :lear at tris juncturc whether wc uttimarely will rr:*ch an aocord regarding such a

sale.

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

Dared: Augrrsr 30, 2000

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