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PLACEMENT FEE AGREEMENT

Fee Agreement

PLACEMENT FEE AGREEMENT | Document Parties: INTERNATIONAL THOROUGHBRED BREEDERS INC | ITG-VEGAS,  INC You are currently viewing:
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INTERNATIONAL THOROUGHBRED BREEDERS INC | ITG-VEGAS, INC

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Title: PLACEMENT FEE AGREEMENT
Date: 10/13/2005
Industry: Recreational Activities    

PLACEMENT FEE AGREEMENT, Parties: international thoroughbred breeders inc , itg-vegas   inc
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                                                                   Exhibit 10.28

 

                             PLACEMENT FEE AGREEMENT

 

 

     THIS   PLACEMENT   FEE AGREEMENT   ("Agreement")   is made on September 1, 2005

("Effective   Date")   irrespective   of the date of   signing,   by and   between PDS

GAMING CORPORATION a Minnesota corporation ("PDS"),   whose address is 6280 Annie

Oakley   Drive,   Las   Vegas,   NV 89120,   and   ITG-VEGAS,   INC   ("ITGV")   a Nevada

corporation   and   INTERNATIONAL   THOROUGHBRED   BREEDERS,   INC ("ITB") a Delaware

corporation (ITGV and ITB are hereinafter individually and collectively referred

to as "Client" and are and hereby agree to be jointly and   severally   liable for

all obligations   created by this Agreement),   both of whom have their address at

One East 11 Street, Suite 500, Riviera Beach, Florida 33404.

 

                                    RECITALS

 

     WHEREAS,   PDS is engaged in the business of providing financial services to

the gaming industry; and

 

     WHEREAS,   Client agrees and acknowledges   that but for the services of PDS,

Client would not have completed a $29.3 million material recapitalization of the

Client's    company    debt    (herein    referred   to   as   the   "PDS    Indebtedness

transaction"); and

 

     WHEREAS,   Client determined that the involvement of PDS was critical to the

consummation   of   the   PDS   Indebtedness   transaction   and to   future   financial

transactions that may be contemplated by Client; and

 

     WHEREAS,   Client   agrees that PDS   dedicated   significant   resources to the

efforts to complete the PDS Indebtedness transaction; and

 

     WHEREAS,   Client had previously   agreed to compensate PDS for its work with

regard to the PDS Indebtedness   transaction and this Agreement memorializes said

agreement as requested by Client;

 

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions set

forth   herein and other good and valuable   consideration,   the   sufficiency   and

adequacy   of which is   hereby   acknowledged   by the   parties,   it is   agreed   as

follows:

 

1)    Placement   Fee:   As a   result   of   the   closing   of   the   PDS   Indebtedness

     transaction   on June 30,   2005,   for   services   rendered   by PDS to Client,

     Client,   and   each of   them   jointly   and   severally,   agrees   to pay PDS a

     placement   fee   equal   to   $750,000.00   ("Placement   Fee")   which   shall be

     considered   completely   earned and due as of the Effective Date and will be

     in   addition   to any   other   fees   that   may be   due   to PDS or   have   been

      previously   paid to PDS with   regard to the PDS   Indebtedness   transaction.

     Client agrees to pay the Placement Fee in the following manner:

 

     a)    Upon the   Effective   Date of this   Agreement,   Client   has paid to PDS

          $50,000.00   which will be applied to the Placement Fee of   $750,000.00

          and reduce the unpaid balance of the Placement Fee to $700,000.00.

     b)    No   additional   payments of the   Placement Fee to PDS will be required

          until March 1, 2006.

     c)    The unpaid balance of the Placement Fee shall not bear any interest.

     d)    On March 1, 2006, and on the first day of each month   thereafter up to

          and   including   February   1,   2007,   Client   will   pay to PDS   monthly

          payments of $58,333.33.   In the event the payments are not received by

          PDS on the first day of the   month   when due and   within a 10 day cure

          period,   then the   unpaid   balance   of the   Placement   Fee shall   bear

          interest   at a rate of   fifteen   percent   (15%)   per   annum   ("Default

          Interest")   beginning   on the   first   day of the   month in   which   the

          monthly   payment of   $58,333.33   is not paid by Client and received by

          PDS and shall continue   until the day the default has been cured.   Any

          accrued Default   Interest shall be due and payable on the first day of

          the month when the next month's payment is due.

     e)    In the event of default under this Agreement, PDS shall have the right

          after   satisfaction   in full   under the loan   agreement   to offset any

          unpaid amount of the   Placement Fee against any other assets,   cash or

          collateral held by PDS for the benefit of Client or in which PDS has a

          perfected   security   interest,   whether said security interest is as a

          part of this Agreement or any and all other agreements between PDS and

          Client.

     f)    In the event that Client   refinances   fifty   percent or mor of the PDS

          Indebtedness transaction, then the entire Placement Fee, including any

          accrued Default Interest,   will be due in full and payable immediately

          upon the   closing and   funding of the   refinancing.   If payment is not

          made at the time of the closing and funding of the   refinancing,   then

          it shall be considered an event of default.

 

2)    Placement Fee Agreement   Collateral:   Client agrees to ensure and take such

     steps as are   necessary to provide that PDS will have a secondary   security

     interest in the   proceeds   of the   Realen-Turnberry/Cherry   Hill,   LLC Note

     dated   November   29,   2000   ("Turnberry   Note")   remaining,   if any,   after

     satisfaction   in full of the   loan   agreement   or   release   of the   note as

      security   for the loan   under the loan   agreement.   Client may from time to

     time   substitute the collateral with   collateral   reasonably   acceptable to

     PDS. Such collateral   substitution   will be valued at an amount equal to or

     greater than the   outstanding   balance due for the payment of the remainder

     of the Placement Fee plus accrued but unpaid interest then due or to become

     due pursuant to the terms of this Agreement.

 

3)    Breach and Default. Client shall be deemed in breach of this Agreement upon

     the failure to perform any   obligation   under this   Agreement and PDS shall

     have all of the   rights   set   forth   herein   and all   rights   at law and in

     equity.

 

<PAGE>

 

4)    Waiver of Jury Trial.   The parties hereby   knowingly and voluntarily   waive

     their   right to a jury trial on any claim or cause of action   based upon or

     arising out of,   directly   or   indirectly,   this   Agreement,   any   dealings

     between the   parties   relating   to the   subject   matter   hereof o


 
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