Exhibit 10.6
CirTran Corporation
Form 10-KSB
ASSIGNMENT OF LOAN AND LOAN DOCUMENTS
(Circuit Technology Loan)
This ASSIGNMENT OF LOAN AND LOAN DOCUMENTS (the Assignment")
is made as of May 1, 2000, by and between IMPERIAL BANK, a
California banking corporation (the Assignor) and ABACAS
VENTURES, INC. a Delaware corporation (the "Assignee").
RECITALS:
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does
hereby grant, bargain, sell, assign, and transfer to Assignee,
its successors and assigns, without warranty or recourse, all
right, title and interest of Assignor in and to the following
(collectively, the Property"):
A. That certain Security and Loan Agreement (Accounts
Receivable and/or Inventory), executed April 6, 1998, as
supplemented by that certain Addendum to Security and Loan
Agreement, dated effective April 6, 1998, each by and
between Assignor and Borrower (the "Loan Agreement"), which
Loan Agreement evidences and governs the loan from Assignor
to Circuit Technology, Inc., a Utah corporation ("Borrower")
in the original principal amount of up to Four Million Five
Hundred Thousand and no/100 Dollars ($4,500,000)(the
"Loan").
B. That certain Corporate Resolution Regarding
Credit, dated April 6, 1998, executed by each of Xxxxx
Xxxxxxxx and Xxxxxx Xxxxxx, on behalf of Borrower, for and
in favor of the Assignor ("Resolution").
C. That certain General Security Agreement (Tangible
and Intangible Personal Property), dated April 6, 1998, from
Borrower, as debtor, to Assignor, as secured party (the
"Security Agreement").
D. The certain Form UCC-1 Financing Statement filed
with the Utah Department of Commerce, Division of
Corporations and Commercial Code on May 6, 1998 as File No.
98-604016 (the "Utah Financing Statement").
E. That certain Form UCC-1 Financing Statement filed
with the Colorado Secretary of State-UCC Division on March
24, 1999 as File No. 19992016402 M (the Colorado Financing
Statement").
F. The following subordination and intercreditor
agreements pertaining to the security interest of the
Security Agreement: (i) Subordination Agreement (Personal
Property Liens, Etc.), dated April 10, 1998, whereby
Assignor subordinates its lien to the lien of Xxxxx Fargo
Equipment Finance, Inc., as to certain enumerated equipment;
(ii) Subordination and Intercreditor Agreement, dated April
6, 1998, whereby Xxxx Xxxxxxx, an individual, subordinates
his lien to the lien of Assignor; (iii) Inter-creditor
Agreement, dated April 6, 1998, whereby Bankers Leasing
Association, Inc. subordinates its lien to the lien of the
Assignor; and (iv) Subordination and Intercreditor
Agreement, dated April 6, 1998, whereby Utah Technology
Finance Corp., Inc. subordinates its lien to the lien of
Assignor (collectively herein the `Subordination
Agreements").
G. Each of those three Continuing Guarantees executed
by each of Xxxx X. Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx X.
Xxxxxxxx, whereby such persons agreed to unconditionally
guaranty Borrower's obligations to Assignor with regard to
the Loan (collectively, the "Guaranties").
H. That certain General Security Agreement (tangible
and Intangible Personal Property) and certain related
documents, dated March 3, 1999, from Xxxxx Xxxxxxxx, as
debtor, to
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Assignor, as secured party (the "Guarantor Security Agreement"),
whereby Xxxxx Xxxxxxxx, in his capacity as guarantor of the Loan,
pledged his right, title and interest in and to 200,000 common
shares of Chequemate International, Inc. to Assignor, together
with all irrevocable stock powers executed in connection
therewith.
I. That certain Federal Reserve Form U-1 from Xxxxx
Xxxxxxxx to Assignor, dated March 2, 1999 ("Form U-1").
J. That certain First Amendment to Security and Loan
Agreement and Addendum to Security and Loan Agreement and
Waiver (the "First Amendment").
K. The Loan Agreement, Resolution, Security
Agreement, Utah Financing Statement, Colorado Financing
Statement, Guaranties, Guarantor Security Agreement,
Subordination Agreement, Form U-1 and First Amendment the
foregoing documents, instruments and agreements have been
modified by the First Amendment, and all other documents
related to the Loan are referred to herein as the "Loan
Documents."
In accordance with that certain Purchase Agreement (Circuit
Technology Loan) of even date herewith ("Purchase Agreement"), by
and between Assignor and Assignee, Assignee has agreed to pay
$1,100,000.00 to Assignor on the date hereof, and will pay an
additional $100,000.00 to Assignor on May 15, 2000. To secure
Assignee's obligations to pay the deferred purchase price to
Assignee, Assignor has granted a lien and security interest to
Assignee in and to the Loan and the Loan Documents pursuant to
that certain Pledge and Security Agreement (Circuit Technology
Loan) of even date herewith (the "Pledge Agreement"). Pursuant
thereto and notwithstanding this Assignment, Assignor shall
retain possession of the originals of the Loan Documents.
Assignor agrees to deliver the originals of the Loan Documents to
Assignee upon full payment of the $100,000.00 and all other
obligations of Assignee to Assignor, in accordance with the
Pledge Agreement. Assignor further agrees that thereupon it
shall deliver to Assignee, upon request and at the expense of
Assignee, such other bills of sale, assignments and instruments
or documents as may reasonably be necessary to evidence or
conform the assignment and transfer contemplated hereby.
The transfers made pursuant to this Assignment are made
subject to the terms, conditions and limitations set forth in the
Purchase Agreement, and Assignor makes no representations or
warranties whatsoever except as specifically set forth in Section
6(a) of the Purchase Agreement.
Dated this 1st day of May, 2000.
ASSIGNOR:
IMPERIAL BANK
A California banking corporation
By: /s/ Xxxxx XxXxxxxx
Name:
Title: S.V.P.
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RECEIPT
Abacus Ventures, Inc., a Delaware corporation, as Assignee,
hereby acknowledges and accepts the assignments made pursuant to
the foregoing Assignment of Loan and Loan Documents (Circuit
Technology Loan) and acknowledges receipt of the documents
described above, all subject to the terms and conditions stated
above.
Dated May 2, 2000.
ASSIGNEE:
ABACAS VENTURES, INC.
A Delaware corporation
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: President
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