EX 10.5
REVOLVING LOAN AGREEMENT
THIS REVOLVING LOAN AGREEMENT (the "Agreement") is entered into this 30th day of
July, 2003 by and between North American Systems, Inc., a Nevada corporation
("NAS") and Reclamation Consulting and Applications Inc., a Colorado Corporation
("RCAI").
NOW THEREFORE, it is hereby agreed as follows:
1. Periodic Loans
During the term hereof, RCAI hereby agrees to make periodic loans to NAS.
During the term hereof, from time to time NAS may notify RCAI of its need to
borrow funds pursuant to this Agreement. Within 30 business days of receipt of
such notice from NAS seeking to borrow funds and with the approval of RCAI's
Board of Directors, RCAI shall forward such funds to NAS.
NAS shall utilize the funds as set forth in a monthly Budget, which will be
submitted to RCAI and by this reference incorporated herein and for no other
purpose, without the specific written authorization and consent from RCAI.
2. Period Finance Charges
All principal outstanding shall bear interest at a rate of 10% per annum,
compounded annually.
3. Payments
All interest outstanding shall be due and payable by NAS on a quarterly basis,
30 days after the end of each calendar quarter. All interest then outstanding
shall be due and payable by NAS to RCAI under the terms of each advance. NAS
may, from time to time, in NAS's discretion, make one or more periodic payments
to RCAI. Such payments shall be credited to NAS's account on the date that such
payment is received and cleared by RCAI's bank. Such payments shall be applied
first to the interest outstanding, and then to the principal outstanding.
4. Term
This Agreement shall begin this date and shall terminate on October 14th 2005,
unless terminated earlier pursuant to the default provisions of this Agreement.
This Agreement may be renewed on an annual basis after the termination date.
5. Default Provisions
The occurrence of one or more of the following events shall constitute and event
of default:
5.1 The nonpayment of any interest of this loan when the same shall have
become due and payable. There shall be a 90 day cure period following any
Notice of Default.
5.2 The entry of a decree or order by a court having jurisdiction in the
premises adjudging NAS a bankrupt or insolvency, or approving as properly filed
a petition seeking reorganization, arrangement, adjustment or composition of or
in respect of NAS under the federal Bankruptcy Act or any other applicable
federal or state law, or appointing a receiver, liquidator, assignee or trustee
of NAS, or any substantial part if its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of sixty (60) consecutive days.
5.3 The institution by NAS of proceedings to e adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under the federal Bankruptcy Act or any other
applicable federal or state law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee or trustee of
the company, or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by NAS in furtherance of any such action.
5.4 Any default in the obligation of NAS for borrowed money, other than this
loan, which shall continue for a period of sixty (60) days.
5.5 The breach by NAS, of any other provision of this Agreement, or the
attached Security Agreement.
6. Acceleration
At the option of RCAI, and without demand or notice, all principal and any
unpaid interest shall become immediately due and payable upon a default as set
forth above.
7. Security
NAS's obligations as set forth in this Agreement are secured pursuant to the
provisions of a Security Agreement between RCAI and NAS, a true copy of which is
attached hereto and by this reference incorporated herein.
8. Notices
Any notice under this Agreement shall be in writing and shall be effective when
actually delivered in person or three days after being deposited in the U.S.
mail, registered or certified, postage prepaid and addressed to the party at the
address stated in this Agreement or such other address as either party may
designate by written notice to the other.
9. Address for Notices
Any notices permitted or required under this Agreement shall be deemed given
upon the date of personal delivery or 48 hours after deposit in the United
States mail, postage fully prepaid, return receipt requested, addressed to NAS
at:
0000 Xxxxx Xxxxx Xxxxxx Xxxxx Xxx, XX 00000
Addressed to RCAI at:
00000 Xxxxxxxxx Xxxx., Xxxxx 000 Xxxx Xxxxxx, XX 00000
Or at any other address as any party may, from time to time, designate by notice
given in compliance with this section.
10. Time
Time is of the essence of this Agreement
11. No Release
Both parties agree that the termination of this Agreement or the expiration of
the term of this Agreement shall not release either party from any obligations
hereunder.
12. Waiver
The waver by either party of the breach of any provision of his Agreement by the
other party shall not operate or be construed as a waver of any subsequent
breach.
13. Assignment
Except as otherwise provided within this Agreement, neither party hereto may
transfer or assign this Agreement without prior written consent of the other
party.
14. Law Governing
This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
15. Arbitration
If at any time during the term of this Agreement any dispute, difference, or
disagreement shall arise upon or in respect of the Agreement, and the meaning
and construction hereof, every such dispute, difference, and disagreement shall
be referred to s a single arbiter agreed upon by the parties, or if no single
arbiter can be agreed upon, an arbiter or arbiters shall be selected in
accordance with the rules of the American Arbitration Association and such
dispute, difference, or disagreement shall be settled by arbitration in
accordance with the then prevailing commercial rules of the American Arbitration
Association, and judgement upon the award rendered by the arbiter may be entered
in any court having jurisdiction thereof.
16. Attorney Fees
In the event an arbitration, suit or action is brought by and any party under
this Agreement to enforce any of its terms, or in any appeal therefrom, it is
agreed that the prevailing party shall be entitled to reasonable attorneys fees
to be fixed by the arbitrator, trial court, and/or appellate court.
17. Presumption
This Agreement or any section thereof shall not be construed against any party
due to the fact that said Agreement or any section thereof was drafted by said
party.
18. Computation of Time
In computing any period of time pursuant to this Agreement, the day of the act,
event or default from which the designated period of time begins to run shall be
included, unless it is a Saturday, Sunday or a legal holiday, in which event the
period shall begin to run on the next day which is not a Saturday, Sunday or a
legal holiday, in which event the period shall run until the end of the next day
thereafter which is not a Saturday, Sunday or legal holiday.
19. Titles and Captions
All article, section and paragraph titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.
20. Pronouns and Plurals
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the Person or
Persons may require.
21. Entire Agreement
This Agreement and the attached Security Agreement contain the entire
understanding between and among the parties and supersedes any prior
understandings and agreement among them respecting the subject matter of this
Agreement.
22. Prior Agreements
This document is the entire, final and complete agreement of the parties
pertaining to the loan of money by RCAI to NAS, and supersedes and replaces all
prior or existing written and oral agreements between the parties or their
representatives relating to such financing.
23. Agreement Binding
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.
24. Further Action
The parties hereto shall execute and deliver all documents, provide all
information and take or forbear from all such action as may be necessary or
appropriate to achieve the purposes of this Agreement.
25.0 Counterparts
This Agreement may be executed in several counterparts and all so executed shall
constitute one Agreement, binding on all the parties hereto even though all the
parties are not signatories to the original or the same counterpart.
26.0 Parties in Interest
Nothing herein shall be construed to be to the benefit of any third party, nor
is it intended that any provision shall be for the benefit of any third party.
WHEREOF, the parties have executed this Agreement this 30th day of July, 2003.
Reclamation Consulting & Applications, Inc.
Title:
Date: July 30, 0000
Xxxxx Xxxxxxxx Systems, Inc.
Title:
Date: July 30, 20
