Exhibit 10.5
LENDER ASSIGNMENT AGREEMENT
THIS ASSIGNMENT, made and entered into as of this 18th day of April
2003, by and between Amstar Investment, Inc. ("Loan Purchaser"), and SouthTrust
Bank ("SouthTrust). Capitalized terms not defined herein shall have the meanings
set forth in the Loan Documents (as defined below).
BACKGROUND
A. In connection with a Term Out of Revolving Note transaction
resulting in a term loan in the principal amount of
approximately $198,994.45 (the "Loan"), SouthTrust and
XxxxxxXxxxXxxxxxxxxxxx.xxx, Inc. entered into certain
documents and agreements, including a Promissory Note,
Commercial Security Agreement, Commercial Guaranty, and such
other documents, including exhibits, with respect thereto
(collectively, the "Loan Documents").
B. SouthTrust now desires to assign all of its rights, title and
interest in and to the Loan and the Loan Documents to Loan
Purchaser and Loan Purchaser desires to accept such assignment
as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the
parties, intending to be legally bound, hereby agree as follows:
1. SouthTrust assigns and transfers to Loan Purchaser all of
SouthTrust's right, title and interest, obligations and duties in and
to the Loan and the Loan Documents, and Loan Purchase hereby accepts
such assignment, as hereinafter set forth.
2. Loan Purchaser hereby acknowledges and confirms that he has
received a copy of the Loan Documents, together with copies of any
documents which were required to be delivered under the Loan Documents
as a condition to the making of the Loans thereunder.
3. Effective as of the date hereof,
(a) Loan Purchaser (i) will be deemed automatically
to have become a party to the Loan Documents, have all the
rights and obligations of the "Lender" under the Promissory
Note and the other Loan Documents as if it were an original
signatory threreto; and (ii) agrees to be bound by the terms
and conditions set forth in the Promissory Note and the other
Loan Documents as if he were an original signatory thereto;
and
(b) SouthTrust will be released from its obligations
under the Promissory Note and the other Loan Documents.
4. This Assignment and all questions arising in connection
with it will be governed and construed in accordance with the internal
laws of the State of Mississippi.
5. This Assignment may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together
shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on the day, month and year first above written.
SOUTHTRUST:
SouthTrustBank
By: /s/ Xxxxxx X. Xxxxxxx III
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LOAN PURCHASER:
For Amstar Investment, Inc.
/s/ Xxxx X. Xxxxxx
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BORROWER'S ACKNOWLEDGMENT:
XxxxxXxxxXxxxxxxxxxxx.xxx,Inc.
By: /s/ Xxxx X. Xxxxxx
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CEO
By: /s/ Xxxxxx Xxxxxxx
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Secretary
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