1
Exhibit 10(p)
FACTORING AGREEMENT
This Factoring Agreement (the "Agreement") is made as of the
November 14, 1995, by and between Concord Growth Corporation
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("Buyer") having a place of business at 0000 X. Xxxxxx Xxxxx, Xxxx
Xxxx, Xxxxxxxxxx 00000 and MRL, Inc., a corporation ("Seller")
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having its principal place of business and chief executive office
at 000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xx. Xxxxxxx, XX 00000 with
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additional locations at 0000 X. Xxxx, Xxxxxxx, XX 00000 and 101
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Xxxxx Xxxx Xxxxxx, Xxxxxxx, XX 00000.
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SECTION 1. DEFINITIONS. When used herein, the following terms
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shall have the following meanings:
1.1 "Account Balance" shall mean, on any given day, the
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gross amount of all Purchased Receivables unpaid on
that day.
1.2 "Account Debtor" shall have the meaning set forth
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in the Uniform Commercial Code and shall include
any person liable on any Purchased Receivable,
including without limitation, any guarantor of the
Purchased Receivable and any issuer of a letter of
credit or banker's acceptance.
1.3 "Adjustments" shall mean all discounts, allowances,
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returns, disputes, counterclaims, offsets,
defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or
on behalf of any Account Debtor with respect to any
Purchased Receivable.
1.4 "Advance Percentage" shall be eighty-five percent
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(85%).
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1.5 "Collections" shall mean all good funds received by
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Buyer from or on behalf of an Account Debtor with
respect to Purchased Receivables.
1.6 "Insolvent" shall mean with respect to an Account
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Debtor that such Account Debtor has filed, or has
had filed against it, any bankruptcy case, or has
made an assignment for the benefit of creditors.
1.7 "Schedule of Accounts" shall mean a Xxxx of Sale
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signed by a representative of Seller which
accurately identifies the Receivables which Buyer,
at its election, may purchase, and includes for
each such Receivable the correct amount owed by the
Account Debtor, the name and address of the Account
Debtor, the invoice number, and the invoice date.
1.8 "Payment Period" shall be 90 calendar days from an
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invoice date.
1.9 "Purchased Receivables" shall mean all Receivables
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arising out of the invoices and other agreements
identified on or delivered with any Schedule of
Accounts delivered by Seller to Buyer elects
purchase and for which Buyer makes an Advance.
1.10 "Receivable" shall mean accounts, chattel paper,
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instruments, contract rights, documents, general
intangibles, letters of credit, drafts, bankers
acceptances, and rights to payment, and all
proceeds thereof.
1.11 "Reconciliation Period" shall, unless otherwise
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notified by Buyer to Seller, mean a day calendar
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period.
1.12 "Repurchased Receivable" shall refer to a Purchased
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Receivable which the Seller has become obligated to
Repurchase under Section 4.1 hereof.
1.13 "Write Off Period" shall mean twelve (12) calendar
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months from the date Buyer purchases a Receivable.
1.14 "Dispute" shall mean a dispute, claim, or defense
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of any kind whatsoever, whether valid or invalid,
asserted by an Account Debtor, that may reduce the
amount collectible by Buyer from Account Debtor.
SECTION 2. PURCHASE AND SALE OF RECEIVABLES
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2.1 Offer to Sell Receivables. Seller may, on the
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terms provided herein, from time to time factor,
sell and assign to Buyer, Receivables acceptable to
Buyer in its sole discretion, at a discount below
face value. Seller will notify each Account Debtor
of a Receivable purchased by Buyer that all
payments thereon must be made only to Buyer.
Seller shall deliver to Buyer a signed Schedule of
Accounts along with copies of invoices and purchase
orders, contracts, and proof of delivery or
service, with respect to any Accounts along with
copies of invoices and purchase orders, contracts,
and proof of delivery or service, with respect to
any Receivable for which a request for purchase is
made. Buyer shall be entitled to rely on all of
the information provided by Seller to Buyer on the
Schedule of Accounts and to rely on the signature
on any Schedule of Accounts as an authorized
signature of Seller. Each invoice shall bear a
notice, in form satisfactory to Buyer, that it has
been sold and assigned to and is payable only to
Buyer.
2.2 Acceptance of Receivables. Buyer shall have no
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obligation to purchase any Receivable listed on
Schedule of Accounts. Upon acceptance, Buyer shall
pay to Seller the Advance Percentage of the face
amount of each Receivable Buyer desires to
purchase. Such payment shall be the "Advance" with
respect to such Receivable. The purchase price of
any Receivables purchased hereunder shall be the
sum of the Advance, plus any Reserve payable by
Buyer to Seller relating to such Receivable. The
aggregate amount of all outstanding Advances shall
not at any time exceed the lesser of $400,000 (the
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Maximum Credit) or an amount equal to the sum of
all undisputed Purchased Receivables multiplied by
the Advance Percentage. Seller shall not request
and Buyer shall not make an Advance that would
cause the resulting total of all Advances to exceed
the foregoing limitation. In the event the
aggregate outstanding Obligations shall at any time
exceed the foregoing limitation, Seller shall
immediately repay the Advances in the amount of
such excess.
2.3 Effectiveness of Sale to Buyer. Effective upon
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Buyer's payment of an Advance, and for and in
consideration therefore and in consideration of the
covenants of this Agreement, Seller will have
absolutely sold, transferred and assigned to Buyer,
all of Seller's right, title and interest in and to
each Purchased Receivable and all monies due or
which may become due on or with respect to such
Purchased Receivable.
2.4 Establishment of a Reserve. Upon the purchase by
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Buyer of each Purchased Receivable, Buyer shall,
unless waived by Buyer in its sole discretion,
establish a Reserve. The Reserve shall be the
amount by which the face amount of the Purchased
Receivable exceeds the Advance, less all accrued
fees and Adjustments on that Purchased Receivable
(the "Reserve"). The Reserve shall be a book
balance maintained on the records of Buyer and
shall not be a segregated fund.
SECTION 3. COLLECTIONS, CHARGES AND REMITTANCES
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3.1 Collections. All Collections will go directly to
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Buyer and Buyer shall apply all Collections to
Seller's Obligations hereunder in such order and
manner as Buyer may determine. Seller will hold in
trust and safekeeping, as the sole property of
Buyer, and immediately turn over to Buyer, in
identical form received, any payment on a Purchased
Receivable that comes into Seller's possession. In
the event Seller comes into possession of a
remittance comprising payments of both a Purchased
Receivable and Receivables which has not been
purchased by Buyer, Seller shall hold same in
accordance with the provisions set forth above and
immediately turn same over to Buyer, in identical
form received. Upon collection of such item, Buyer
shall remit to Seller its portion thereof. Seller
agrees to indemnify and save Buyer harmless from
and against any and all claims, loss, costs and
expenses caused by or arising out of the
Receivables or any attempt by Buyer to collect same
or resolve any Dispute.
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3.2 Factoring Fee. Seller shall pay to Buyer upon
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purchase of Receivables by Buyer, a Factoring Fee
("Factoring Fee"), calculated by taking the gross
face value of a Purchased Receivable and
multiplying it by NA percent (0%).
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3.3 Finance Fee. Seller shall pay to Buyer as earned
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for each Fee Period for Purchased Receivables, a
fee calculated by taking 0.09% of the gross face
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value of a Purchased Receivable for every one day
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period or fraction thereof ("Fee Period") from the
date said Purchased Receivable is first purchased
by Buyer until the date said Purchased Receivable
is paid in full or otherwise repurchased by Seller
or otherwise written off by Buyer within the Write
Off Period.
3.4 Accounting. Seller shall immediately upon sale of
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Receivables to Buyer, make proper entries on its
books and records disclosing the sale thereof to
Buyer. Seller will immediately furnish Buyer
financial statements, tax records and other
information as reasonably requested by Buyer.
Buyer shall prepare and send to Seller after the
close of business for reach calendar month, an
accounting of the transactions for that calendar
month, including the amount of all Purchased
Receivables, all Collections, Adjustments,
Factoring Fees, and Finance Fees. The accounting
shall be deemed correct and conclusive unless
Seller makes written objection to Buyer within
thirty (30) days after the date Buyer mails the
accounting to Seller.
3.5 Refund to Seller. Provided that there does not
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then exist an Event of Default, as defined in
Section 9, or any event or condition that with
notice, lapse of time or otherwise would constitute
an Event of Default, Buyer shall refund to Seller,
the amount, if any, which Buyer owes to Seller at
the end of Reconciliation Period according to the
accounting prepared by Buyer for that
Reconciliation Period (the "Refund"). The Refund
shall be an amount equal to:
3.5.1 The Reserve as of the beginning of that
Reconciliation Period, plus
3.5.2 The Reserve created for each Purchased
Receivable purchased during that
Reconciliation Period, minus
3.5.3 The total for that Reconciliation Period
of:
3.5.3.1 Finance Fee;
3.5.3.2 Factoring Fee;
3.5.3.3 Adjustments;
3.5.3.4 Repurchase Receivables, to the extent
Buyer has agreed to accept payment
thereof by deduction from the Refund; and
3.5.3.5 The Reserve for the Account Balance as of
the first day of the following
Reconciliation Period.
In the event the formula set forth in this
Section 3.5 results in an amount due to Buyer
from Seller, Seller shall immediately make such
payment to Buyer.
3.6 Facility Fee. Seller shall pay Buyer on the date
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hereof, a facility fee (the "Facility Fee") in
the amount of one percent (1.00%) of the Maximum
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Credit, which fee is fully earned and non-
refundable as of the date of this Agreement.
3.7 Audit Fees. Buyer or its designee may conduct
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N/A examinations of the Collateral and Seller's
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operations, unless an Event of Default has
occurred and is continuing, in which event the
number of audits conducted will be in Buyer's
reasonable discretion. Seller shall pay Buyer
audit fees not to exceed $575.00 per day plus
expenses per audit. Audit fees shall be payable
upon demand by Buyer.
3.8 Monthly Minimum Fee. Buyer would not have
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entered into this Agreement and agreed to provide
Seller with the factoring arrangements hereunder
unless Seller guaranteed Buyer that the sum of
the Finance Fees and Factoring Fees paid to Buyer
in each month would be at least four thousand
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dollars ($4,000) (the "Monthly Minimum Fee"). In
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the event the aggregate Finance Fees, and
Factoring Fees paid during any month is less than
the Monthly Minimum Fee, then Seller shall pay to
Buyer the amount of any deficiency (the
"Supplemental Fee"). The Supplemental Fee, if
any, for any month shall be calculated and due
and payable on the first business day of the
succeeding month.
SECTION 4. RECOURSE AND REPURCHASE OBLIGATIONS
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4.1 Seller's Agreement to Repurchase. Seller agrees
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to pay to Buyer on demand, the full face amount,
or any unpaid portion of, any Purchased
Receivable:
4.1.1 Which remains unpaid for the Payment
Period, unless prior to the expiration of
the Payment Period, the subject Account
Debtor has become Insolvent; or
4.1.2 With respect to which there has been any
breach of warranty or representation set
forth in Section 6 hereof or any breach
of any covenant contained in this
Agreement; or
4.1.3 With respect to which the Account Debtor
asserts any Dispute.
SECTION 5. POWER OF ATTORNEY. In order to carry out the sale
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of Purchased Receivables to Buyer, hereunder, Seller does hereby
irrevocably appoint Buyer and its successors and assigns as
Seller's true and lawful attorney in fact, with respect to
Purchased Receivables and hereby authorizes Buyer, regardless of
whether there has been an Event of Default, (a) to sell, assign,
transfer or pledge the whole or any part of the Purchased
Receivables; (b) to demand, collect, receive, xxx, and give
releases to any Account Debtor for the monies due or which may
become due upon or with respect to the Purchased Receivables and to
compromise, prosecute, or defend any action, claim, case or
proceeding relating to the Purchased Receivables, including the
filing of a claim or the voting of such claims in any bankruptcy
case, all in Buyer's name or Seller's name as Buyer may choose; (c)
to prepare, file and sign Seller's name on any notice, claim,
assignment, demand, draft or notice of satisfaction of lien or
mechanic's lien or similar document; (d) to receive, open, and
dispose of all mail addressed to Seller for the purpose of
collecting the Purchased Receivables; (e) to endorse Seller's name
on any checks or other forms of payment on the Purchased
Receivable; and (f) to do all acts and things necessary or
expedient, in furtherance of any such purposes.
SECTION 6. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
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6.1 Receivables' Warranties, Representations and
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Covenants. To induce Buyer to buy Receivables
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and to render its services to Seller, and with
full knowledge that the truth and accuracy of the
following are being relied upon by the Buyer in
determining whether to accept Receivables as
Purchased Receivables, Seller represents,
warrants, covenants and agrees, with respect to
each Schedule of Accounts delivered to Buyer and
each Receivable described therein, that:
6.1.1 Seller is the absolute owner of each
Receivable set forth in the Schedule of
Accounts and has full legal right to
sell, transfer and assign such
Receivables;
6.1.2 The correct face amount of each is as set
forth in the Schedule of Accounts and is
not in Dispute;
6.1.3 The payment of each Receivable is not
contingent upon the fulfillment of any
obligation or contract, past or future,
and any and all obligations required of
the Seller have been fulfilled as of the
date of the Schedule of Accounts;
6.1.4 Each Receivable set forth on the Schedule
of Accounts is based on the actual sale
and delivery of goods and/or services
actually rendered on terms not to exceed
50 days, does not represent a sale to a
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parent, subsidiary or affiliate of
Seller, is presently due and owing to
Seller, is not past due or in default,
has not been previously sold, assigned,
transferred, or pledged, is not a
consignment sale or xxxx and hold
transaction, and is free of any and all
liens, security interests and
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encumbrances other than liens, security
interests or encumbrances in favor of
Buyer or any other division or affiliate
of Buyer;
6.1.5 There are no defenses, offsets, or
counterclaims against any of the
Purchased Receivables, and no agreement
has been made under which the Account
Debtor may claim any deduction or
discount, except as otherwise stated in
the Schedule of Accounts;
6.1.6 At the time that Buyer makes an Advance
relating to a Receivable, the Account
Debtors set forth in the Schedule of
Accounts, are then not insolvent and
Seller has no knowledge that the Account
Debtors are insolvent or may become
insolvent within the Payment Period;
6.1.7 Seller shall not take or permit any
action to countermand notification to
Account Debtors of Buyer's ownership of
Purchased Receivables.
6.2 Additional Warranties, Representations, and
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Covenants. In addition to the foregoing
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warranties, representations and covenants, to
induce Buyer to buy Receivables and to render its
services to Seller, Seller hereby represents,
warrants, covenants and agrees that:
6.2.1 Seller will not assign, transfer, sell or
grant any security interest in any
Collateral to any other party, without
Buyer's prior written consent;
6.2.2 The Seller's name, form of organization,
place of business and the place where the
records concerning all receivables herein
referred to are kept is set forth at the
beginning of this Agreement, and Seller
will give Buyer 30 days advance notice in
writing if such name, organization, place
of business or record keeping is to be
changed or a new place of business or
record keeping is to be added and shall
execute any documents necessary to
perfect Buyer's interest in Purchased
Receivables and the Collateral;
6.2.3 Seller shall pay all of its normal gross
payroll for employees, and all federal
and state taxes, as and when due,
including without limitation all payroll
and withholding taxes and state sales
taxes;
6.2.4 Seller has not, as of the xxxx Xxxxxx
delivers to Buyer a Schedule of Accounts,
or as of the xxxx Xxxxxx accepts any
Advance from Buyer, filed a voluntary
petition for relief under the United
States Bankruptcy code or had filed
against it an involuntary petition for
relief;
6.2.5 Seller, if a corporation, is duly
incorporated and, at all times, in good
standing under the laws of the State of
Missouri and is duly qualified in all
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States where such qualification is
required. Seller has all required
licenses to operate its business and
transact business under no trade name or
trade styles other than Hesco Division of
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MRL, Inc. and Precision Metals, Division
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of MRL, Inc.
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SECTION 7. NOTICE OF ADJUSTMENTS. In the event of a breach
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of any of the representations, warranties, or covenants set forth
in Section 6, or in the event any Dispute is asserted by any
Account Debtor, Seller shall promptly advise Buyer and shall,
subject to the Buyer's approval, resolve such disputes and advise
Buyer of an Adjustment. Until the disputed Purchased Receivable is
repurchased by Seller and the full amount of the Purchased
Receivable is paid, Buyer shall remain the absolute owner of any
Purchased Receivable which is subject to Adjustment or repurchase
under Section 4.1 hereof, and any rejected, returned, or recovered
personal property, with the right to take possession thereof at any
time.
SECTION 8. SECURITY INTEREST. In order to secure all of
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Seller's now existing or hereafter arising obligations and
indebtedness to Buyer, howsoever arising, whether under this
Agreement or otherwise (collectively the "Obligations"), Seller
hereby grants to Buyer a continuing lien upon and security interest
in all Seller's now existing or hereafter arising: accounts,
chattel paper; general intangibles; Reserves, Reserve Accounts,
Refunds; inventory; equipment and fixtures; documents, instruments,
letters of credit and bankers' acceptances; books and records
relating to any of the above; and (viii) accessions, substitutions
for and all replacements, products, and cash and non-cash proceeds
of the foregoing, in whatever form, including, without limitation,
all insurance proceeds and all claims against third parties for
loss or destruction of or damage to any of the foregoing
(collectively, the "Collateral").
Seller is not authorized to sell, assign, transfer or otherwise
convey any Collateral without Buyer's prior written consent, except
for the sale of finished inventory in the Seller's usual course of
business. Seller agrees to sign and to allow Buyer to file UCC
financing statements, in a form acceptable to Buyer. Seller agrees
to deliver to Buyer the copies of all instruments, chattel paper
and documents evidencing or related to Receivables.
SECTION 9. DEFAULT. The occurrence of any one or more of the
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following shall constitute an Event of Default hereunder:
(i) Seller fails to pay or perform any Obligations as and when due;
(ii) there shall be commenced by or against Seller any voluntary or
involuntary case under the United States Bankruptcy Code, or any
assignment for the benefit of creditors, or appointment of a
receiver or custodian for any of its assets, or Seller makes or
sends notice of a bulk transfer, (iii) Seller or any guarantor of
the Obligations shall become insolvent in that its debts are
greater than the fair market value of its assets, or Seller is
generally not paying its debts as they become due or is left with
unreasonably small capital; (iv) any lien, garnishment, attachment,
execution or the like is issued against or attaches to the Seller,
the Purchased Receivables, or the Collateral; (v) Seller shall
breach any covenant, agreement, warranty, or representation set
forth herein; (vi) Seller delivers any document, financial
statement, schedule or report to Buyer which is false or incorrect
in any material respect; or (vii) any present or future guarantor
of the Obligations revokes, terminates or fails to perform any of
the terms of any guaranty, endorsement or other agreement of such
party in favor of Buyer or any affiliate of Buyer.
SECTION 10. REMEDIES UPON DEFAULT. Upon the occurrence of an
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Event of Default, the Obligations shall bear interest at a rate per
annum equal to the per annum rate of the Finance Fee and Factoring
Fee, and Buyer may, without implying any obligation to buy
Receivables, cease buying Receivables or extending any financial
accommodations to Seller, and (i) declare all Obligations
immediately due and payable; (ii) withhold any further payments to
Seller until all Obligations have been paid in full; (iii) notify
all Account Debtors to pay Buyer directly, whether such Receivable
is a Purchased Receivable or not; (iv) direct the U.S. Post Office
or other party to forward mail to an address specified by Buyer;
(v) exercise all rights under the power of attorney set forth in
Section 5 above with respect to all Collateral and all remedies set
forth herein; (vi) settle, compromise, adjust or litigate
Receivables on such terms as Buyer deems necessary to protect its
rights in said Receivables; (vii) proceed against Seller or any
guarantor directly without any obligation to proceed against the
Collateral; (viii) remove from Seller's premises and take
possession of the Collateral and dispose of same at public or
private sale; (ix) exercise any right or remedy with respect to
Seller or the Collateral granted under applicable law or this
Agreement.
The Seller will pay to Buyer immediately upon demand all reasonable
fees and expenses of attorneys and other professionals that Buyer
incurs in enforcing this Agreement or any other agreement executed
in connection herewith, protecting or enforcing its interest in the
Purchased Receivables or the Collateral, or collection of the
Purchased Receivables and the Obligations.
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SECTION 11. SEVERABILITY, WAIVER OF RIGHTS. This Agreement
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constitutes the entire Agreement between the parties and may not be
modified or amended or any right or remedy of Buyer waived, except
by agreement of the parties in writing. In the event that any
provision of this Agreement is deemed invalid by reason of law,
this Agreement will be construed as not containing such provision
and the remainder of the Agreement shall remain in full force and
effect. This agreement shall be binding upon the Seller and Buyer
and their successors and assigns, but may not be assigned by Seller
without Buyer's written consent. Any delay or failure by Buyer to
exercise any right or remedy hereunder shall not operate as a
waiver thereof. A waiver by Buyer of a right or a remedy on one
occasion shall not be deemed a waiver of the right or remedy on any
subsequent occasion.
SECTION 12. CHOICE OF LAW, JURISDICTION, WAIVER OF JURY TRIAL.
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This Agreement has been transmitted by Seller to Buyer at Buyer's
office in the State of California and has been executed and
accepted by Buyer in the State of California. This Agreement shall
be governed by and interpreted in accordance with the laws of the
State of California. Seller hereby irrevocably submits to the
jurisdiction of any California State or Federal court sitting in
San Francisco County in any action or proceeding arising out of or
relating to this Agreement, or any other agreements, and Seller
hereby irrevocably agrees that all claims with respect to such
action or proceeding may be heard and determined in such California
State court or, to the extent permitted by law, in such Federal
court. Seller consents to the service of any and all process in
any such action or proceeding by the mailing of copies of such
process to Seller's address specified in the Agreement. SELLER
HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING
ARISING UNDER OR RELATING TO THIS AGREEMENT.
SECTION 13. EFFECTIVENESS; TERM. This Agreement shall only
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become effective upon execution and delivery by Seller and
acceptance by Buyer and, unless earlier terminated as provided in
this Agreement, shall continue in full force and effect for an
initial term of six months from the date hereof and shall be deemed
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automatically renewed for successive six-month periods. Unless
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earlier terminated as provided in this Agreement, All Obligations
shall be due and payable in full at the expiration of the last
renewal term. This Agreement may be terminated prior to the end of
the initial term or any renewal term (each, a "Term") as follows:
(a) Seller may terminate this Agreement at any time after giving
Buyer at least thirty (30) days prior written notice and paying
Buyer an Early Termination Fee equal to one percent (1%) of the
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Maximum Credit multiplied by the number of months remaining in the
then-current Term (the "Early Termination Fee"). Any partial month
remaining in such Term shall constitute a full month for the
purpose of calculating the Early Termination Fee. Any such
termination shall be effective upon payment to Buyer in full of all
Obligations, including the Early Termination Fee; and (b) This
Agreement shall automatically terminate following the occurrence of
an Event of Default under Section 9. Upon any such termination
following an Event of Default, all Obligations, including the Early
Termination Fee, shall be due and payable in full.
Notwithstanding the foregoing, any termination of this Agreement
shall not affect Buyer's security interest in the Collateral and
Buyer's ownership of the Purchased Receivables, and this Agreement
shall continue to be effective, and Buyer's rights and remedies
hereunder shall survive such termination, until all transactions
entered into and Obligations incurred hereunder or in connection
herewith have been completed and satisfied in full.
SECTION 14. PARTICIPATIONS; ASSIGNMENTS. Seller understands
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that Buyer may from time to time transfer and assign its rights
under this Agreement to one or more assignees. Seller hereby
consents to these transfers and assignments by Buyer to one or more
assignees. Seller hereby consents that any such assignee may
exercise the rights of the Buyer hereunder. Seller further hereby
consents and acknowledges that any and all defenses, claims or
counterclaims that it may have against Buyer shall be limited to,
and may only be brought against, Buyer and may not extend to any
assignee, including but not limited to the funding obligations.
Seller and Buyer intend that any and all direct or indirect
assignees of the Buyer of the type set forth above shall be the
third party beneficiaries of this Agreement.
IN WITNESS WHEREOF, Seller has executed and delivered this
Agreement for acceptance by Buyer as of the day and year above
written. If this Agreement is not witnessed by an authorized
employee of Buyer, Seller must have their signature acknowledged by
a Notary Public.
SELLER CONCORD GROWTH CORPORATION WITNESS:
MRL, Inc.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Title: President Print Name: Xxxxxx X. Xxxxx
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Signer's Driver's License No. ###-##-####
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BUYER
CONCORD GROWTH CORPORATION
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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Date: 11-17-95
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INSTRUCTIONS TO NOTARY PUBLIC: Use an ACKNOWLEDGMENT FORM as the
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Buyer requires identity verification.
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