Exhibit 10.13
LOAN AGREEMENT
THIS LOAN AGREEMENT made this 1st day of November, 2002, by and between
AmeriFirst, Inc., a Delaware corporation ("AmeriFirst") and Xxxx Xxxxx.
RECITALS:
WHEREAS, AmeriFirst is in the viatical and life settlement business; and
WHEREAS, 100% of the stock of AmeriFirst, Inc. is currently owned by Xxxx
Xxxxx ("Xxxxx"), I.Y.S. III, LLC and Dow Ridge Associates, LLC; and
WHEREAS, Xxxx Xxxxx desires to loan up to Two Hundred Fifty Thousand
($250,000) Dollars (the "Loan") to AmeriFirst; and
WHEREAS, as an inducement to make funds available to AmeriFirst, Xxxx
Xxxxx will receive eleven and one-quarter percent (11.25%) of net operating
income in AmeriFirst, in any affiliates or subsidiaries of AmeriFirst.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Loan. Xxxxx shall loan to AmeriFirst, and AmeriFirst shall borrow
from Xxxxx, the sum up to Two Hundred Fifty Thousand ($ 250,000)
Dollars. Two Hundred Fifty Thousand ($ 250,000) Dollars of the Loan
shall be advanced to AmeriFirst on or before November 15, 2002.
2. Additional Documents. As evidence of said indebtedness, AmeriFirst
and Xxxxx shall execute a Promissory Note and a personal Guaranty
contemporaneous to the advancement of the Loan.
3. Repayment of the Loan. The Loan shall be reimbursed to Xxxx Xxxxx
upon receipt of the first advances of funds from any source to
AmeriFirst after payment of AmeriFirst's operating expenses. The
loan shall include interest at a rate equal to 1% over the prime
rate as charged by Comerica Bank. The distribution of payments will
be made at the discretion of Xxxxx based upon the ongoing capital
reserve requirements of AmeriFirst.
4. Equity Interest. As an inducement to make funds available to
AmeriFirst, Xxxx Xxxxx will receive eleven and one-quarter percent
(11.25%) of net operating income in AmeriFirst and in any affiliates
or subsidiaries of AmeriFirst according to the following schedule:
A. Upon the advancement of the Two Hundred Fifty Thousand ($
250,000) Dollars of the Loan by the required date, Xxxx Xxxxx
will receive an 11.25% interest in net operating income of
AmeriFirst and in any affiliates or subsidiaries of AmeriFirst
by the required date.
B. In the event that AmeriFirst begins to repay the certain Five
Hundred Thousand ($ 500,000) Dollars loan to I.Y.S. III, LLC,
a Michigan limited liability company,
executed contemporaneous to this Loan Agreement, Xxxxx will
receive 11.25% of net operating income.
5. Venue. In the event of any litigation, arbitration or dispute
resolution arising out of or in any way related to this Loan, proper
venue for resolution of this dispute shall be Oakland County,
Michigan. At all times, this Agreement shall be construed and
governed by the laws of the State of Michigan.
6. Indemnification. AmeriFirst hereby agrees to indemnify, defend and
hold harmless Xxxxx from any and all claims, loss, liability, costs
and damage, including without limitation court costs and attorney
fees incurred by Xxxxx arising out of or connected with, directly or
indirectly with the operations of AmeriFirst, this Loan Agreement
and the Guaranty.
7. Board of Directors. Xxxxx'x member, Xxxx Xxxxx, shall at all times
serve on the Board of Directors of AmeriFirst, or any affiliate and
subsidiary thereof.
8. Officer. Xxxxx shall at all times serve as an officer of AmeriFirst
or any affiliate or subsidiary thereof.
9. Salaries. Any and all salaries or distributions distributed to
Xxxxx, Xxxxxx Mugerdician ("Mugerdichhian") or Xxxxxx Xxxxxxxxxxx, a
member of I.Y. S. III, LLC ("Strickstein"), (collectively, the
"Principals") shall also be distributed to the other two principals,
other than a salary paid to Xxxxx in the amount of Eight Thousand ($
8,000) Dollars per month.
10. Buy-Sell Agreement. The Principals shall enter into a Buy-Sell
Agreement within two years of the date when the first funds have
been advanced to AmeriFirst by Xxxxx, Dow Ridge Associates, LLC or
I.Y.S. III, LLC, a Michigan limited liability company. In the
interim, should any of the Principals desire to sell or otherwise
transfer any interest in AmeriFirst, the other Principals shall have
the right to purchase the shares to be sold. Xxxxx shall determine a
sale price, and the remaining Principal shall have the option to
purchase the selling Principal's shares at that price and terms, or
sell their shares at that same price and terms.
11. Encumbrances. Any and all outstanding stock certificates as well as
any stock certificates issued in the future shall bear a legend
restricting a shareholder from disposing of any shares of
AmeriFirst, including pledging of shares of AmeriFirst or any other
encumbrances on the stock, without unanimous written consent of all
shareholders of AmeriFirst.
12. Legal Fees. All legal fees associated with AmeriFirst or Xxxxx shall
be paid by AmeriFirst or Xxxxx.
13. Xxxxx'x Duties. Xxxxx shall devote his full time and attention to
his duties at AmeriFirst.
14. Non-Compete. Upon execution of a formal agreement, Xxxxx,
Mugerdician and Strickstein will enter in to a Non-Compete Agreement
which will cover a period of three years from the date of the
termination of his employment with AmeriFirst.
15. Binding Effect. This Agreement shall be binding and inure to the
benefit of the parties hereto and their representatives, respective
heirs, successors and assigns.
16. Amendment. This Agreement may be amended only by written agreement
signed by all parties hereto.
17. Construction. Words used in the singular, neuter or masculine are to
be construed in the plural, masculine or feminine, where applicable.
18. Severability. If any provision of this Agreement is found by a Court
of competent jurisdiction to be invalid or unenforceable for any
reason whatsoever, this shall not affect the validity or
enforceability of any other provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the year and
date first above written.
WITNESS: AMERIFIRST, INC., a Delaware Corporation
/s/ Xxx X. Xxxxxxxxx By /s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxxx Xxxxxx Its Chief Executive Officer
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XXXX XXXXX
/s/ Xxx X. Xxxxxxxxx By /s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxxx Xxxxxx
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