AGREEMENT FOR A FUNDING SOURCE
This agreement made this 21st day of May, 99, by and between MAJESTIC MODULAR
BUILDINGS, LTD. (herein referred to as Client) located at 000 0xx Xxxxxx,
Xxxxxxx, XX 00000, and XXXX XXXXXXX, an individual and/or assigns (herein
referred to as RG) located at 0000 Xxxxx Xxxxx, Xxxxxx XX, 00000, all of which
are identified herein as the "Parties".
Whereas, Client has approached RG in order to retain RG as a lender/funding
source for a secured revolving line of credit, herein referred to as "LOC", in
the amount of $1,250,000 on the construction contracts of the Client.
Whereas, the parties have concurrently executed a Memorandum of Understanding,
dated May 21, 1999 which shall be a part of and incorporated into this
Agreement, acting out general terms and conditions of the requested LOC.
Now, therefore, in consideration of the foregoing and mutual promises, covenants
and conditions hereinafter set forth, the parties agree as follows:
SECTION A
SERVICES TO BE RENDERED BY RG
RG will arrange and conduct a credit search and obtain the applicable
verification of any financial, general information or pertinent project or firm
data it deems necessary, herein referred to as general "due diligence".
When RG determines that the financial information, supporting documents and any
other information or paperwork are sufficient, RG will issue to client a notice
that the due diligence in complete.
SECTION B
CLIENT'S REPRESENTATION AND OBLIGATIONS
Client will provide all financial information, project related description and
supporting documents and any and all backup documentation including, but not
limited to, corporate financial statements, bank information, corporate tax
returns, full and complete credit history. Client warrants and represents that
all such information will be true, accurate and complete and will not be
misleading in any manner whatsoever nor shall any material fact not be
disclosed. Said information will be updated by Client at RG request. Client
acknowledges that a breech of this representation will cause the refundable fee
to be retained by RG as liquidated damages.
Client will cooperate with RG in providing any additional information or
documents as may be requested with respect to both the financial status of
client and/or its officers, directors, shareholders, partners or members as well
as any information with respect to the project including, without limitation,
appraisals, engineering plans, test bids, construction contracts, purchase
contracts and any and all documents of every kind and description in any way
related to client's financial or other described affairs of the company.
Client agrees to indemnify, defend and hold harmless from and against any and
all claims, costs, damages, actions, losses or expenses including reasonable
attorney's fees which RG may incur by reason of any breach of the terms of this
agreement by Client or due to inaccuracy, falsity or omission contained in any
of the financial or other information provided by Client to RG.
Client represents that the LOC request made to RG hereunder is for commercial
purposes and all funds will be used for the Client only. Client understands and
agrees that the services to be provided by RG hereunder are on a best effort
basis and RG will not be liable or in any way responsible to Client for any
damages whatsoever in the event of any due diligence finding creating a denial
by RG to provide the requested funding commitment. Due Diligence to be completed
within 10 days of the execution of this document.
SECTION C
FEES PAYABLE TO RG
Client agrees that in partial consideration of the LOC services to be rendered
by RG, Client shall pay to RG a loan application fee of 1.25% of $1,250,000 LOC
or $15,625.00 upon execution of this document. In the event that the loan
application is denied, RG agrees to refund the entire amount to client.
The parties hereto irrevocably submit to the jurisdiction of the American
Arbitration Association located in the State of California in any action, suit
or proceeding brought as a result of or arising out of the agreement or the
relationship between the parties. To the extent permissible by law, the parties
hereto waive a trial by jury in the event any suit is brought.
SECTION D
MISCELLANEOUS PROVISIONS
BINDING EFFECT: This agreement shall be binding upon and inure to the benefits
of the heirs, successors and assigns of the respective parties hereto.
INTEGRATION: This agreement shall not be modified except by writing executed by
all parties hereto. This agreement, and the Memorandum of Understanding, dated
May 21, 1999, set forth all of the promises, conditions, understanding,
warranties or representations, oral or written, expressed or implied, among the
parties.
NOTICES: All notices hereunder shall be deemed given three days after they have
been deposited in the U.S. Mail, postage paid, certified mail return requested,
addressed to RG at:
Xxxx Xxxxxxx
0000 Xxxxx Xxxxx
Xxxxxx, XX 00000
And to the Client at:
Majestic Modular Buildings, Ltd.
000 0xx Xxxxxx
Xxxxxxx, XX 00000
In witness whereof the parties have executed this agreement on the day and year
first above stated:
AUTHORIZED SIGNATURES
XXXX XXXXXXX
By: /s/ Xxxx Xxxxxxx Dated: 5/26/99
-------------------- --------------
CLIENT
MAJESTIC MODULAR BUILDINGS, LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxx Dated: 5-26-99
---------------------------- --------------
Xxxxxxx X. Xxxxxxxxx, CEO
