Form of Loan Facility Agreement Issued to Fuselier Bridge Capital, LLC issued on June 26, 2012

WHEREAS, Lender agrees to loan Borrower Three Hundred Thousand Dollars ($300,000) (the “Loan”).

WHEREAS, the Loan will bear interest at the rate of one point five percent (1.5%) per month.

WHEREAS, the Loan principal and interest shall be repaid within ten (10) months of the Execution Date (“Maturity Date”).

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth in this Agreement and the performance of each, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

A.  Commencement, Interest, and Terms of Repayment of Loan

1.	This Agreement shall be effective as of the Effective Date.

2.	Lender agrees to loan Borrower Three Hundred Thousand Dollars ($300,000) in tranches not less than $ 25,000 per tranche.

4.	Interest.  The Loan will bear interest at the rate of one point five percent (1.5%) per month.

5.	The balance due under the Loan including all principal, interest, and costs is due Lender on or before ten months from closing of this Term Loan.

6.	Security/Collateral. A perfected general UCC lien on all the Company’s assets.

7.	Payments shall be deemed paid when received by Lender.  All payments are to be made payable monthly to Fuselier Bridge Capital and shall be mailed to Lender’s address located at One DeWolf Rd, Old Tappan, NJ 07675.

8.

Default.  An “Event of Default” wherever used herein means any one or more of the following events (whatever the reasons and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

●	The failure of Borrower to make any payment when due (whether on a the Maturity Date or by acceleration or otherwise) under this Agreement or the Note free and clear of any and all claims, liens or encumbrances;

●	The failure of Borrower to observe or to perform any other covenant, agreement, or warranty contained in, or otherwise commit any material breach or default of any provision of this Agreement;

●	A material breach or default by Borrower of any obligation under this agreement; and

 

 

●

If Borrower shall commence, or there shall be commenced against Borrower, a proceeding under any applicable bankruptcy or insolvency laws as now or hereinafter in effect or if Borrower any other proceeding under any reorganization, arrangement, adjustment of debt, relief from debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction.

●	Immediately upon any Event of Default, an interest rate of ten percent per month (10%/month) shall begin accruing on all unpaid portions of the Loan.

●	Upon any Event of Default Borrower has the right to call the remaining balance on the Loan along with any accrued interest immediately due.

B.  Purpose of Loan

1.             Commercial Loan.  This Loan is intended as a commercial loan.  Borrower does not intend to use the proceeds from this loan for personal, family, or household purposes.

C.  Representations and Warranties

In order to induce Lender to enter into this Agreement and to make the Loan, Borrower represents and warrants to Lender as follows:

a.             Borrower is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Nevada and has the power and authority to own and operate its assets and to transact the business in which it is now engaged or proposes to engage;

 

b.            The execution, delivery and performance by Borrower of this Agreement and the Note have been duly authorized by all necessary action on its part and does not and will not:  (i) contravene or conflict with its constituent or governing documents or instruments; (ii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction decree, determination or award applicable to Borrower; (iii) result in a breach of, or constitute a default or require any consent under, any agreement or instrument to which Borrower is party or by which it or its assets may be  bound or affected; (iv) result in or require the creation or imposition of any lien, security interest or encumbrance upon or with respect to any of Borrower’s properties or assets; or (v) cause Borrower to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such agreement or instrument;

 

c.             No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any foreign or domestic governmental authority or any other party is required to authorize, or is required in connection with the execution, delivery and performance, or the legality, validity, binding effect or enforceability of this Agreement or the Note;

d.            This Agreement and the Note, when executed and delivered in accordance with this Agreement, are and/or will be legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms.

D.  Miscellaneous Terms, Conditions and Obligations

1.             Attorneys Fee. If this Note is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, the prevailing party shall pay all costs of collection and enforcement, including reasonable attorney’s fees and court costs in addition to other amounts due.

2.             Costs.  Borrower shall bear all costs of preparing the instant loan documents, including, but not limited to the preparation of the Loan Agreement, Promissory Note, Personal Guaranties and Security Agreement.

 

3.             Right to Attorney Review. Before signing this Agreement, Borrower has had the opportunity to discuss this Agreement and all of its terms with an attorney and has knowingly and voluntarily agreed to the provisions in the Agreement.

4.             Waiver.  The Undersigned hereby waives diligence, presentment, protest, and notice of every kind. In the event a default occurs and this note is placed in the hands of an attorney for collection, the Undersigned promises to pay reasonable attorney's fees and costs in the collection of this note whether or not suit is commenced or judgment is entered.

5.             Waiver of Breach. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to constitute a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof, including the right of any party thereafter to enforce each and every provision. The waiver by any party to this Agreement of any breach or violation of any provision of this Agreement by the other party hereto shall not operate or be construed to be a waiver of any subsequent breach or violation thereof.

6.             Notices and Payment Address. Any notice contemplated by or required or permitted to be given under this Agreement shall be in writing and (a) sent by email or facsimile, with a copy promptly sent by first class mail, (b) delivered personally, (c) sent by next day or overnight courier or delivery or (d) mailed by registered or certified mail, return receipt requested, postage prepaid, as set forth in the preamble to this contract, or, in each case, at such other address or facsimile number as may be specified in writing to the other parties hereto. Such notices, requests and other communications besides payments sent as provided hereinabove shall be effective: if sent by facsimile on a business day between the hours of 9:00 a.m. and 6:00 p.m. Eastern Standard Time, upon sending, but if sent by facsimile at any other time, upon the next business day; upon receipt, when personally delivered; the next business day, if sent by overnight courier or delivery; and if sent by registered or certified mail, return receipt requested, upon the expiration of the fifth business day after being deposited in the United States mail. Payments shall be made to the address listed in this paragraph and will be considered effective upon receipt.

7.             Modification.  This Agreement may not be modified orally but may only be modified in writing. Any modification shall be limited only to the express language of the modification instrument all other provisions shall remain binding and enforceable.

8.             Conflicting Agreements.  In the event of any inconsistencies between the terms of this Agreement and the terms of any other document related to the loan evidenced by this Note, the terms of this Note shall prevail.

9.             Governing Law/Jurisdiction.  This Agreement shall be construed in accordance with the laws of the State of Louisiana, and the parties stipulate to the personal jurisdiction of the state and federal courts for the parish of Rapides, Louisiana.

 

10.           Severability.  If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.