Inter Company Lending Agreement Between Capital Solutions Management LP, Capital Solutions Distributors LLC And CS Financing Corporation
Exhibit 10.20
Between
Capital
Solutions Management LP,
Capital
Solutions Distributors LLC
And
CS
Financing Corporation
This
Inter Company Lending Agreement (“Agreement”) is entered into on August 21, 2008
but is effective as of July 31, 2008, and is made between Capital Solutions
Management LP (“CSM”), Capital Solutions Distributors, LLC (“CSD”) and CS
Financing Corporation (“CSF”).
WHEREAS,
the above affiliated companies share expenses and as a result of timing
differences between the receipt of revenue and the payment of expenditure
obligations, the companies have agreed to create an inter company lending
agreement to permit short term borrowings among the affiliated
companies.
The
parties agree as follows:
1. Lending
Facility.
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1.1.
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The
parties agree that that each may borrow from another party, upon mutual
consent, at an annual interest rate equal to the Prime Rate (as
established by the Bank of America) and based upon a 365 day calendar
year.
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1.2.
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The
term of each borrowing shall be 30 calendar days or less, but may be
extended by the borrower for up to an additional 30 days, but any further
extension must be agreed to by both
parties.
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1.3.
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Interest
upon such loans shall be due upon the 25th
of each calendar month, regardless of whether any, or all, of the
principal has been paid.
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1.4.
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The
borrower may pre-pay any, or all, of the unpaid principal at any time
without any penalty or additional
charge.
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2.
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Procedure.
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2.1.
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The
Lender and the borrower shall reflect the loans (both principal and
interest) upon their financial and accounting
books.
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2.2.
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Each
loan shall be evidenced by emails or documents signed by a respective
senior executive of each of the lender and the
borrower.
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3.
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Term. This
Agreement shall expire on December 31,
2010.
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4.
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Termination. Any
parties may terminate their participation in this Agreement upon 30
calendar days prior Notice to the other parties. A termination
notice (“Notice”) shall specify the effective date of the
termination. A party’s termination must be effective upon the
end of a calendar month (unless the other parties agree
otherwise). A party’s termination shall not terminate a party’s
obligations to repay any unpaid principal and/or
interest.
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5.
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Other.
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5.1.
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Governing
Law. This Agreement shall be governed by California
Law.
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5.2.
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Successors. This
Agreement shall be binding upon any successor
entities.
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5.3.
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Waiver. Any
waiver of any provisions under this Agreement shall not be construed as a
continuing waiver.
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5.4.
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Notices. All
notices, consents and other communications hereunder must be in writing
and will be deemed to have been duly given when delivered personally, or
one (1) business day after being sent by an overnight courier (with next
business day delivery), or four (4) business days after being sent postage
prepaid by certified or registered mail, return receipt
requested. Faxed notices are sufficient to meet the notice
requirement, provided an original copy follows it in a timely
manner. All notices should be sent to the following addresses
and indicated contacts:
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CSM
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00
Xxxxx Xxxxx Xxxx., Xxxxx 000
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Xxxxx
Xxxxxx, XX 00000
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Attention:
Xxxxxxx Xxxxxxx
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Tel:
000-000-0000
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Fax:
000-000-0000
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Email:
xxxxxxxx@xxxxx.xxx
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CSD
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00
Xxxxx Xxxxx Xxxx., Xxxxx 000
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Xxxxx
Xxxxxx, XX 00000
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Attention:
Xxxxxxx Xxxxxxx
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Tel:
000-000-0000
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Fax:
000-000-0000
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Email:
xxxxxxxx@xxxxx.xxx
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CSF
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00
Xxxxx Xxxxx Xxxx., Xxxxx 000
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Xxxxx
Xxxxxx, XX 00000
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Attention:
Xxxxxxx Xxxxxxx
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Tel:
000-000-0000
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Fax:
000-000-0000
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Email:
xxxxxxxx@xxxxx.xxx
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5.5.
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Assignments. No party
will assign any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other parties, which
will not be unreasonably withheld. Any unauthorized assignment
or delegation will be null and void. No party will not be
relieved of any of its obligations hereunder as a result of any assignment
of this Agreement. Subject to the
foregoing, this Agreement will be binding upon and inure to the benefit of
the Parties’ successors and
assigns.
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5.6.
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Waivers. No
modification of this Agreement and no waiver of any breach of this
Agreement will be effective unless in writing and signed by an authorized
representative of the party against whom enforcement is
sought. No waiver of any breach of this Agreement and no course
of dealing between the parties will be construed as a waiver of any
subsequent breach of this
Agreement.
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5.7.
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Entire Contract. This
Agreement constitutes the sole and entire Agreement and understanding
between the parties hereto as to the subject matter hereof, and supersedes
all prior discussions, agreements and understandings of every kind and
nature between them as to such subject matter. Neither party
will be bound nor liable to the other party for any representation,
promise or inducement made by any agent or person in the other’s employ
that is not embodied in this
Agreement.
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5.8.
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Survivability. In the
event this Agreement is terminated, the provisions of sections 4 and 5 of
this Agreement will survive such
termination.
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This
Agreement is executed by parties as follows:
Capital
Solutions Management, LP
By: _/s/ Xxxxxxx
Redpath____________________
Xxxxxxx Xxxxxxx
Managing Partner
Capital
Solutions Distributors, LLC
By: _/s/ Xxxxxxx
Redpath_____________________
Xxxxxxx Xxxxxxx
President
CS
Financing Corporation
By: _/s/ Xxxxxxx
Redpath______________________
Xxxxxxx Xxxxxxx
CEO
