Exhibit 10.32
BOND FINANCING AND COMMISSION AGREEMENT
THIS BOND FINANCING AND COMMISSION AGREEMENT ("Agreement") is entered
as of this 17th day of December, 2001, by and between x-XxxXxxx.xxx dba Med
Diversified ("MED"), on the one part, and Societe Financiere du Seujet Limited
and/or its designee ("SFSL") on the other part. MED and SFSL may hereinafter be
collectively referred to as the "Parties".
The Parties hereto hereby irrevocably and unconditionally agree to the
following:
1. SFSL and/or its designee and MED shall create, execute and
fund up to US$1,000,000,000 (the "Bond Financing"), with a
minimum funding of US$300,000,000, based on MED's gross
revenue accounts receivable, at seven percent (7%) interest
net for three (3) years, over a one (1) year period, into
blocked and joint bank account(s) and subject to the terms and
conditions of the Med Diversified US$1.0 Billion Bond
Financing Facility, With A Minimum Funding of US$300,000,000,
Collateralized by Gross Accounts Receivable Term Sheet, a copy
of which is attached hereto as Exhibit "A" and incorporated
herein by reference.
2. SFSL and MED agree that such Bond Financing funds (the "Bond
Financing Funds") shall be used solely and exclusively for the
purchase of accounts receivable generated by MED.
3. As consideration to SFSL for such Bonding Financing, and
concurrent with payment of the Bond Financing Funds deposited
into such bank account(s) holding said bonds, SPSL and/or its
designees shall receive a cash commission equal to five and
one-half percent (5.5%) of such Bond Financing Funds.
4. SFSL and MED further agree that until the entire debt to
National Century Financial Enterprises, Inc. ("NCFE") is paid
in full, or a settlement is reached between NCFE and MED
which, to date, is approximately US$100,000,000, and all such
claims and obligations are fully released by and between MED
and NCFE, the Bond Financing Funds shall remain with SFSL's
bank (Private Investment Bank Limited) until MED can assign
the lock boxes held by NCFE and its banks, or, until a
solution to collateralize the Bond Financing Funds is agreed
to, in writing, by SFSL and MED.
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5. SFSL and MED agree that the gross revenue accounts receivable
collateral balance can never go below 150% of the outstanding
Bond amount. As an example, if the outstanding balance on the
Bonds are US$200M, the gross accounts receivable collateral
from MED to the bond holder would be US$300M or more. MED
agrees the Bond portfolio shall be made up of gross accounts
receivable from governments to the extent of 50% or more, and
gross accounts receivable from governments and insurance
companies to the extent of 90% or more.
6. The Bonds shall have a maturity date of 2004, with an interest
rate of 7.0% net per annum, with the right to extend an
additional two (2) years by increasing the interest rate to
7.5% net per annum. At MED's option, the Bonds may be prepaid
without penalty at any time prior to the maturity date.
7. SFSL and MED agree that in the event Xxxxx X. Xxxxxxxxxxxx,
Xx. is no longer the CEO and Chairman of MED, the Bonds are
immediately due in full.
8. This Agreement shall be binding upon the Parties hereto and
their heirs, executors, successors and assigns.
9. This Agreement may not be modified, amended, altered or
supplemented except upon the execution of a written agreement,
executed by each of the Parties hereto.
10. If any provision of this Agreement is held to be invalid, void
or unenforceable as a matter of law, the remaining provisions
hereof shall nevertheless continue in full force and effect.
11. This Agreement shall be governed by and construed in
accordance with Swiss laws.
12. This Agreement may be executed in separate counterparts, by
original and/or facsimile copy, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS 17th DAY OF DEC., 2001.
SOCIETE FINANCIER X-XXXXXXX.XXX DBA
DU SEUJET LIMITED MED DIVERSIFIED
By______________________ By__________________________
Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxxxxx, Xx.
Authorized Signatory Its President, Chief Executive Officer
And Vice Chairman
Authorized Signatory
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