BILLING AND ADVANCE FUNDING AGREEMENT
This billing services and Advance Funding Agreement (the "Agreement") is
entered into by and between Priority International Communications, Inc., a Texas
Corporation ("PIC") and Paramount International Telecommunications, Inc., a
California corporation ("Paramount") on this 2nd day of February, 2000.
RECITALS
WHEREAS Paramount as a long distance telephone services company has
tariffs, Facilities and relationships whereby long distance calls may be
properly billed and collected and,
WHEREAS PIC has network, switching and call management systems that enable
PIC to carry long distance calls on behalf of its customers, agents and clients
and,
WHEREAS PIC desires to sell certain call records to Paramount and Paramount
desires to purchase said call records for proper processing, billing and
collections,
WHEREAS PIC desires to sell such records under the terms and conditions set
out herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the parties
hereto do hereby agree as follows:
1. From time to time PIC shall submit to Paramount certain interstate
and intrastate long distance call records in accordance with the terms and
conditions that Paramount shall from time to time impose.
2. Paramount shall purchase such records as meet its processing
criteria with recourse under the following terms and conditions:
a. Records accepted by Paramount shall be purchased at 75% of
gross billed value. With regard to records purchased, Paramount shall be
obligated to advance fund 70% of the gross billed value approximately nine (9)
working days following submission. This schedule presumes a batch cut off
occurring on each Monday with the first installment due approximately nine (9)
business days later. The balance of the purchase price shall be due and payable
six months after submission by PIC.
b. Records rejected by the billing system or by Paramount's
billing services company will be deducted from the gross billed value of records
submitted.
c. Paramount shall maintain records of charges for bad debt,
customer service credits and LEC adjustments and credits for records submitted.
Should the aggregate of these charges exceed 15% of the gross billed records,
Paramount may offset any excess against amounts owed in connection with the
second, 5% installment(s) due to PIC.
d. So long as amounts remain outstanding in connection with the
loan from Paramount to PIC as herein described (article #4) Paramount may
withhold funding according to the schedule described herein, should PIC fail to
submit records equal to the amount of the current loan outstanding in any
subsequent regular Monday submission. The purpose of this arrangement is to
insure that at any given time, Paramount will have in its possession unprocessed
and unfunded call records to secure the then current loan balance.
3. The term of this Agreement shall be for 36 months beginning with the
date of execution and continuing thereafter for the specified term of months.
At any time, Paramount may decline to accept further records from PIC. Failure
to accept records, however, does not relieve Paramount from other obligations
set forth herein. Either party may terminate this Agreement at any time by
giving thirty (30) days written notice to the other party of their intention to
do so.
4. In consideration for this Agreement, Paramount has agreed to loan
PIC the sum of $150,000.00 payable immediately upon execution of this Agreement.
PIC hereby grants to Paramount a security interest in and to any and all call
records submitted to Paramount by PIC as security for repayment of the loan.
The loan shall be non-interest bearing. The loan shall be repaid in weekly
installments of $10,000, such amounts to be deducted each and every week from
amount otherwise due to be paid to PIC in connection with the advance
funding/purchase provisions of this Agreement until the loan shall have been
fully repaid.
5. Upon execution, this Agreement shall be binding and enforceable on
the parties. Each party acknowledges that the signatories on this Agreement are
duly authorized to enter into such agreement and accordingly each parties has
substantially relied in this regard.
6. This Agreement shall be interpreted, enforced and adjudicated
according to the laws of the State of California and venue for disputes shall be
in San Diego County, CA.
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NOW THEREFORE THESE PREMISES CONSIDERED the Parties have this day agreed
and hereto affixed their respective signatures as evidence thereof.
Priority International Communications, Inc. Paramount International
Communications, Inc.
Xxxxx Xxxxxx Xxxx Xxxxx
President President/CEO
i. The above described obligations of PIC to repay the advance
described herein shall be personally guaranteed by Xxxxx Xxxxxx, a party to this
agreement.
ii. By the execution of this Agreement both PIC and Paramount
acknowledge that all other agreements both oral and written have been duly
discharged and that this agreement is the only binding agreement between PIC and
Paramount.
Agreed and accepted by: Agreed and accepted by:
Xxxxx Xxxxxx Xxxx Xxxxx
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