EXHIBIT 10.20
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT ("Agreement") is made as of the 10th day of
August, 2001, by and between XXXX SEQUOIA, INC. ("Lender") and CAN CAL RESOURCES
LIMITED ("Borrower").
R E C I T A L S:
A. On or about February 12, 1998, Lender and Borrower entered into a Loan
Agreement by and between Lender and Borrower ("Loan Agreement") whereby Lender
was to loan Borrower $150,000 with interest to be paid on or before June 15,
1998.
B. The Loan Agreement was subsequently modified whereby, inter alia, Lender
loaned Borrower the principal sum of $77,500 plus interest which was all due and
payable on or before July 31, 2001. The Borrower has paid the principal amount
of $67,500.
C. The remaining principal sum of $10,000.00 plus interest is now due and
owing to Lender by Borrower.
D. The Borrower has requested that Lender modify the existing documents and
forbear from pursuing legal action regarding the default.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficient of which are hereby acknowledged, the Lender and Borrower agree as
follows:
1. Recitals. The Recitals are incorporated into and made a part of this
Agreement.
2. Capitalized Terms. Unless otherwise defined herein, capitalized terms
shall have the same meaning as in the Loan Agreement, as amended.
3. Modification of Existing Documents. The Loan Agreement, as amended,
shall be modified as follows:
a. Payment of $10,000 representing the remaining payment of principal
plus all accrued interest which should have been made on or before July 31, 2001
which shall be added to the principal shall be paid on or before June 1, 2002.
Interest shall accrue on the outstanding principal amount as specified in the
Loan Agreement and shall be due and payable December 1, 2001.
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4. Representations and Warranties. In order to induce Lender to enter
into this Agreement, the Borrower hereby acknowledges, represents, and warrants
to Lender as follows:
a. Financing. Lender is not required to extend the Borrower any more
financing.
b. Release and Waivers. Borrower, for itself and its heirs, personal
representatives, successors and assigns, hereby jointly and severally, releases,
discharges, and forever waives and relinquishes any and all claims, demands,
obligations, liabilities, defenses, affirmative defenses, and causes of action
of whatsoever kind or nature whether known or unknown which they or it has, may
have, or might have or may assert now or in the future against Lender directly
or indirectly arising out of, based upon, or in any manner connected with any
transaction, event, circumstance, action or occurrence which occurred, existed,
was taken, permitted, or begun prior to the execution of this Agreement. In
connection with the general release set forth above, Borrower, for themselves
and Borrower's affiliates, and each of them, hereby waive and relinquish all
rights and benefits afforded under the provisions of Section 1542 of the
California Civil Code, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
c. Litigation. There is no litigation, at law in equity, nor any
proceeding before any Federal, state, or other governmental or administrative
agency or any arbitration pending or, to the knowledge of the Borrower,
threatening against the Borrower nor any other litigation or proceeding pending
or, to the knowledge of the Borrower, threatened affecting any collateral in
favor of the Lender.
d. Enforceability. The Loan Agreement and all amendments thereto
constitute the legal, valid and binding obligation of the Borrower.
e. No Offset. Borrower has no defense, affirmative defenses, setoffs,
orcounterclaims which may or could have occurred or existed regarding the
amounts due pursuant to the Loan Agreement or its amendments.
5. Force and Effect of Loan Agreement. Except as amended or modified by
this Agreement, the Loan Agreement, and it amendments, remain in full force and
effect.
6. Integrated Agreement. This Agreement, together with the Loan
Agreement, and any other agreements, documents, obligations and transactions
contemplated by this Agreement
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or the Loan Agreement constitute the entire agreement and understanding between
the parties and supersede all other prior written and contemporaneous agreements
and may not be altered or amended except by written agreement signed by the
parties.
IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement, as indicated above.
BORROWER
CAN CAL RESOURCES LIMITED
By: /s/ Xxxxxx X. Xxxxx
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LENDER
XXXX SEQUOIA, IN.C
By: /s/ Xxxx Xxxxxxx
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