FOC FINANCIAL L.P.
EXHIBIT 10.1
FOC FINANCIAL L.P.
0000 X. XXXXXXX XXXX.
XXXXXXXX, XXXXXXX 00000
XXXXXXXX, XXXXXXX 00000
September 18, 2006
ProLink Solutions, LLC
000 X. Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx Xxxx
000 X. Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx Xxxx
| Re: | $750,000 Factoring Line of Credit Loan to PROLINK SOLUTIONS, LLC, a Delaware limited liability company from FOC FINANCIAL LIMITED PARTNERSHIP, an Arizona limited partnership |
Gentlemen:
This letter agreement (the “Agreement”), when executed by PROLINK SOLUTIONS LLC., a Delaware
limited liability company (“Borrower”) and FOC FINANCIAL LIMITED PARTNERSHIP , an Arizona Limited
Partnership (“Lender”), will constitute a binding agreement enforceable by and against the parties
hereto.
Lender, in its sole discretion, may make advances (the “Loan”) to Borrower from time to time
in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Maximum Amount”)
on the terms and conditions hereinafter set forth. The Loan shall be evidenced by that certain
Revolving Promissory Note of even date herewith in the principal amount of Seven Hundred Fifty
Thousand Dollars ($750,000) (the “Note”). Principal and interest shall be due and payable in
accordance with the terms and conditions of the Note. This Agreement, the Note, and such
additional security documents and any other instrument now or hereafter executed and delivered in
connection with the loan evidenced hereby, as the same may be amended, supplemental or otherwise
modified and in effect from time to time, are hereinafter collectively referred to as the “Loan
Documents”.
The Loan shall constitute a factoring line of credit loan and advances may be borrowed,
repaid, and reborrowed on a revolving basis through the Funding Termination Date, as defined in the
Note. Although the outstanding principal balance of the Loan may be zero from time to time, the
Loan Documents will remain in full force and effect until all obligations are paid and performed in
full. Upon the occurrence of an Event of Default, Lender may suspend or terminate the obligation
of Lender to make advances of the Loan.
From time to time prior to the Funding Termination Date, Borrower may request that Lender fund
advances under this Loan in an amount equal to the sum of 90% of the Base Purchase Price with
respect to a Prolink System, but in no event more than an amount that when added to the then
outstanding principal balance of the Loan would exceed the Maximum Amount
(the “System Advance Amount”). Lender will endeavor to notify Borrower within two (2) business
days after receipt of information regarding a proposed funding whether it intends to loan the
System Advance Amount with respect to such proposed Funded Prolink System. If Lender elects, in
its sole discretion, to loan the System Advance Amount to Borrower, Lender shall make such advances
within two (2) business days after the conditions precedent in the following paragraph have been
satisfied with respect to such system ( each a “Funded ProLink System”).
Lender’s obligation to make advances as provided in the Note is subject to the following
conditions precedent: (a) Approval by Lender of the executed Pay for Play or Lease Agreement
between ProLink’s financing source and the Golf Course Customer for the Funded Prolink System; (b)
Confirmation of credit Approval by ProLink’s funding source of the Golf Course Customer; (c)
Receipt of a detailed description and the System Advance Amount of the Funded Prolink System; (d)
Confirmation of shipment of the Funded Prolink System to the Golf Course Customer; and (e) Such
other documents as Lender in its reasonable discretion may require, each in form and substance
reasonably satisfactory to Lender. At such time as all of the conditions precedent to an advance
have been satisfied, Prolink will provide to Lender a written certification to such effect,
together with such back-up documentation as Lender shall reasonably request.
In consideration for the Lender making this credit vehicle available to ProLink, ProLink
Holdings Corp., the parent of the Borrower, shall deliver concurrent with the signing of this
agreement, 250,000 warrants for the purchase of its common stock to the Lender priced at the
current market value of the common stock of the company and having a term of 10 years.
In additional consideration for Lender making any advance to ProLink, Prolink agrees to pay to
Lender a loan origination fee (the “Loan Fee”) equal to one-half of one percent (.5%) of the
System Advance Amount with respect to each Funded ProLink System, which is fully earned and
non-refundable upon the making of the advance, and will be withheld by Lender from the System
Advance Amount.
ProLink shall repay Lender the System Advance Amount with respect to each Funded ProLink
System within three (3) business days after confirmation of good, collected funds by ProLink from
the sale of such Funded Prolink System. If Borrower’s financing source notifies the Borrower that
it does not intend to pay for a Funded Prolink System or the Borrower has reason to believe that
the funding source does not intend to pay for a Funded Prolink System or payment for a Funded
Prolink System is more than 60 days past due, the Borrower shall notify the Lender of such breach
or anticipatory breach by the funding source.
If any Funded Prolink System is rejected, returned, or recovered, Borrower shall use its best
efforts to remarket such Funded Prolink System. As long as it is commercially feasible, such
rejected, returned, or recovered Funded Prolink System shall be given priority over other Prolink
Systems. If the rejected, returned, or recovered Prolink Funded System is defective, or otherwise
unsaleable, Borrower shall replace such defective or unsaleable Funded Prolink System with another
Prolink System of equal quality. Prolink shall execute any necessary documents, instrument and
agreements to perfect or preserve the perfection and priority of Lender’s security interest in such
replacement ProLink System. If any such Funded ProLink
System or replacement ProLink System is not remarketed and shipped to a new Golf Course Customer
within 60 days from the date of the notice to the Lender in the immediately preceding paragraph,
Borrower shall notify the Lender that the Funded ProLink System or replacement ProLink System has
not been remarketed and shipped.
As security for the payment and performance of all of the Borrower’s obligations under this
Agreement, the Borrower hereby grants to Lender a continuing lien on, and security interest in, all
of ProLink’s right, title, and interest in and to the Funded ProLink Systems and all proceeds and
accounts arising there from, whether now owned or hereafter acquired or existing (the
“Collateral”). To the extent allowable under applicable law, the Uniform Commercial Code of
Arizona, Arizona Revised Statutes 47-1101, et seq., shall govern the perfection of the security
interests granted herein. Borrower hereby irrevocably authorizes Lender at any time and from time
to time to file in any Uniform commercial Code jurisdiction any initial financing statements and
amendments thereto that (a) indicate that Lender has a perfected security interest in the
Collateral and (b) contain any other information required by Article 9 of the Uniform Commercial
Code for the sufficiency or filing office acceptance of any financing statement or amendment.
Borrower shall execute such other additional documents, instruments and agreements as requested by
Lender to evidence or better perfect the security granted herein. The address for notices to
Lender is FOC Financial Limited Partnership, 0000 Xxxxx xxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000,
Attn: Xxxxxx Xxxxxx, Facsimile: 000-000-0000. Lender may change its address for notices by
delivering written notice to Borrower at its address as listed above.
The terms and provisions of this Agreement shall be construed in accordance with the laws of
the State of Arizona.
The parties hereto agree that the time is of the essence as to each and every provision of
this agreement.
Kindly indicate your understanding and agreement with the terms and conditions of this letter
agreement by signing the enclosed copy of this agreement and returning same to us.
| LENDER: FOC FINANCIAL LIMITED PARTNERSHIP, an Arizona limited partnership |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | General Partner | |||
CONSENTED AND AGREED TO:
BORROWER:
PROLINK SOLUTIONS, LLC., a Delaware limited liability company
By:
|
/s/ Xxxxxxxx X. Xxxx
|
|||
| Title: President and CEO |
