EXHIBIT 99.1
NASCENT WINE COMPANY, INC. dba NASCENT FOODSERVlCE
CORPORATE LOAN AGREEMENT
San Diego, California
February 6, 2008
Lender, Xxxxx Capital LLC, (Lender), agrees hereby to lend to Borrower(s),
Nascent Wine Company, Inc., dba Nascent Foodservice, whose address is 0000 Xxxxx
Xx Xxx Xxxxxxxx, Xxx Xxxxx, XX, 00000, Five Hundred Thousand Dollars
($500,000.00), receipt of which is hereby acknowledged. The term borrower(s)
shall refer to Nascent Wine Company, Inc.
Borrower(s) agrees that he/she/they shall pay to Lender, the sum of Five Hundred
Thousand dollars ($500,000.00) plus interest at 8% per year until paid off. The
principle and interest shall be due and payable in 6 months from date of signing
or sooner.
Subject to the following terms and conditions. Payments are to be made payable
to Xxxxx Capital, LLC via SWIFT bank wire to the following coordinates:
In Favor of: Xxxxx Capital, LLC
US$ Account Number: _____________________
To: UBS, AG, CP 2600, Geneva 2, 1211
Attn: Fabrice Burgniard (account manager)
Swift Code: _________________
lBAN:________________________
1. Collateral
As collateral for this note, the borrower(s) shall xxxxx x xxxx on all accounts
receivable and inventory of Nascent Wine Company, Inc. including assets that the
company is buying with the funds, Cima SA De C.V.
As additional collateral for this note, Xxxxxx Xxxxxxxx unconditionally
guarantees the due and punctual payment of all payment, both interest and
principal, and all other sums due (including interest and penalties).
2. Default
Default shall occur if: a) if the principal and interest is not paid in 6 months
from the above date. In the event of a default, the entire remaining balance
plus 10% penalty is due at that time. Additionally, Lender will have the right
to foreclose on any or all of the collateral listed above and borrower will have
no further interest in any of that collateral.
All borrowers certify to lender that they are authorized to pledge the assets of
Nascent Wine Company Inc. and the entire assets of Cima as collateral for this
obligation. Should default occur, the borrowers will move with all possible
haste to make the collateral available to the lender transferring titles and
executing any and all requested documents by the lender. Said default and
relinquishment of property/collateral will be uncontested by borrower.
3. Late Charges
Borrower shall pay to the Lender a late charge of 10.0% of the total original
amount borrowed if payment of any monthly installments of the payments is not
made, and proof of payment is not received by Lender within one day after the
installment is due.
4. Attorney's Fees and other issues
If any legal action arises out of this Loan Agreement and/or the terms contained
therein, of any kind whatsoever, no matter who is the prevailing party all fees
and expenses are to be borne by borrower, and personally guaranteed by Xxxxxx
Xxxxxxxx. Borrower also agrees to hold the lender harmless for any loss or
expense incurred as a result of the legal action, or any expense necessary for
the borrower to gain control of the aforementioned collateral. Should any part
or all of this agreement be deemed illegal for any reason whatsoever, it is the
borrower's, or his/her heirs or assignees sole responsibility to find a way to
compensate the lender in a like amount to lender's satisfaction.
Read and understood
___________________
Initials
5. Integration
This Loan Agreement contains all terms of the loan and no extrinsic documents
may be used to alter the terms of this loan unless such documents are in
writing, signed by all parties to the agreement, and are executed within the
period of this loan.
This agreement may be executed in counterparts.
Entered into this 12th day of February, 2008
Xxxxx Capital, LLC (Lender)
By: Xxxxx Xxxxx, Attorney-in-Fact for Xxxxx Capital, LLC
Borrower
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By: Xxxxxx Xxxxxxxx CEO-Nascent Wine Company, Inc. dba
Nascent Foodservice
Borrower(s)
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By: Xxxxxx Xxxxxxxx
- personally
