Exhibit
10-1
LOAN SALE
AGREEMENT
THIS LOAN SALE AGREEMENT
(“Agreement”) is made and entered into as of the ____
day of_____________, 2006, by and between NATIONAL LOAN INVESTORS,
L.P. (“NLI” and “Seller”), and LOGISTICAL
SUPPORT, LLC, a California limited liability company
(“LOGISTICAL” and “Buyer”).
RECITALS
A. Seller is the owner and holder of a certain
Loan, as evidenced by the Loan Documents more hilly described
below.
B. Buyer wishes to purchase the Loan from Seller,
and Seller wishes to sell the Loan to Buyer, all on the terms and
conditions contained herein.
AGREEMENT
NOW, THEREFORE , in consideration of the above recitals, which
are hereby made a contractual part hereof, the payments, provisions
and mutual promises contained herein, and. for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
ARTICLE
1
PURCHASE AND SALE OF THE
LOAN
Section 1.1 Agreement to Sell and Purchase the Loan. Subject
to and. upon the terms and conditions of this Agreement, Seller
agrees to sell, and Buyer agrees to purchase, all of Sellers right,
title and interest in and to the Loan and the Loan
Documents.
Section 1.2 Purchase Price. The purchase price (the
“Purchase Price”) for the Loan shall be as
follows:
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1.
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Buyer shall
make an initial deposit of $25,000.00 by cashier’s check or
money order on or before November 30, 2006;
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2.
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Buyer shall
make a second deposit of $66,666.66 by cashier’s check or
money order on or before December 15, 2006;
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3.
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Buyer shall
have the option to make a third payment of $108,333.34 by
cashier’s check or money order on or before December 31,
2006, for a total purchase price of $200,000.00. If Buyer does not
make the balloon payment referenced herein, then Buyer shall pay as
follows:
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A.
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Buyer shall
make a third deposit of $66,666.67 by cashier’s check or
money order on or before January 15, 2007; and
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B.
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Buyer shall
make a fourth and final payment of $66,666.67 by cashier’s
check or money order on or before February 15, 2007, for a total
purchase price of $225,000.00.
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ARTICLE
2
BUYER’S
REPRESENTATIONS, WARRANTIES, COVENANTS AND
ACKNOWLEDGMENTS
Section 2.1 Buyer’s Representations and Warranties.
Buyer hereby represents, warrants, covenants and acknowledges that,
as of the date hereof, and as of the Closing Date:
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(a)
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Buyer
acknowledges that none of Seller’s employees, attorneys or
agents has been authorized to make, and that Buyer has not relied
upon, any statements or representations other than those
specifically contained in this Agreement. Buyer acknowledges that
the Loan is being sold “AS IS, WHERE IS”, arid without
recourse to Seller or Seller’s officers, directors,
employees, agents, attorneys, loan services, successors or
assigns.
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(b)
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Buyer has taken
all necessary action to authorize the execution, delivery and
performance of this Agreement and has the power and authority to
execute, deliver and perform this Agreement and all of the
transactions contemplated hereby.
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(c)
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The execution
and delivery of this Agreement and the performance of Buyer’s
obligations hereunder will not conflict with any provisions of any
law, regulation, order or decree to which Buyer is subject, or
conflict with or result in a breach of or constitute a default
under any of the terms, conditions, or provisions of any agreement
or instrument to which Buyer is a party or by which it is
bound.
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(d)
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There is no
action, suit or proceeding pending against Buyer in any court or by
or before any other governmental agency or instrumentality which
would materially affect the ability of Buyer to carry out the
transactions contemplated by this Agreement.
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(e)
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Buyer
acknowledges that one or more environmental engineering, surveying,
appraisal, title, lien search or similar reports may be contained
in the Loan File evidencing the results of surveys, investigations,
examinations, studies or appraisals performed with respect to the
Mortgaged Property. Buyer understands and acknowledges that any
such reports contained in the Loan File or otherwise provided or
made available by Seller or its officers, employees, agents, loan
servicers, contractors, or representatives, is provided without any
representations or warranties as to any matter expressed in such
reports, including, without limitation, the qualifications or
expertise of the author or authors thereof or the completeness or
accuracy of the facts, assumptions and conclusions contained
therein.
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ARTICLE
3
SELLER’S
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.1 Seller’s Representations and Warranties.
Seller hereby represents and warrants to Buyer as of the date
hereof and as of the Closing Date:
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(a)
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Seller has
taken all necessary action to authorize the execution, delivery and
performance of this Agreement and has the power and authority to
execute, deliver and perform this Agreement and all the
transactions contemplated hereby.
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(b)
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The execution
and delivery of this Agreement and the performance of Sellers
obligations hereunder will not conflict with any provisions of any
law, regulation, order or decree to which Seller is subject, or
conflict with or result in a breach of or constitute a default
under any of the terms, conditions or provisions of any agreement
or instrument to which Seller is a party or by which it is
bound.
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(c)
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There is no
action, suit or proceeding pending against Seller in any court or
by or before any other governmental agency or instrumentality which
would materially affect the ability of Seller to carry out the
transacbon5 contemplated by this Agreement.
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(d)
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Seller is the
sole owner and holder of the Loan and the Loan
Documents.
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(e)
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The balance due
on the Loan is $338, 365.45 (principal $313,381.21, accrued
interest of $17,928.27, late charges of $935.16, legal fees of
$3,120.81, and Seller is unaware of any rights of offset which
could. be alleged by borrowers, or guarantors against enforcement
of the Loan.
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ARTICLE
4
CONDITIONS PRECEDENT TO
CLOSING
Section 4.1 Deposits of Buyer. On or before the Closing Date
(either December 31, 2006 or February 15, 2007), Buyer shall
pay:
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(a)
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the balance of
the Purchase Price (the “Balance of the Purchase
Price”) by cashier’s check or wire transfer of federal
funds;
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(b)
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all other
amounts required to be paid by Buyer at or in connection with the
Closing hereunder; and,
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Section 4.2
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(a)
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On or before
the Dosing Date, Seller shall have prepared the following documents
or instruments with respect to the Loan. to be transferred to
Seller by Buyer:
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(i)
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the Note with
an executed Allonge;
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(ii)
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the original
Assignment of Security executed by Seller in recordable
form;
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(iii)
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any other loan
documents to be as appropriate.
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Section 4.3 Closing. Upon Seller’s receipt of the
Balance of the Purchase Price from Buyer and upon Seller’s
receipt of all documents and other items required to be deposited
with the Seller by Buyer, Seller shall close by:
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(a)
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delivering to
Buyer an original of the Assignment of Security and then delivering
the same to Buyer;
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(b)
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delivering to
Buyer the Note with an executed Allonge and a duplicate original of
the Assignment of Loan Documents;
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(c)
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delivering any
assignments of other loan documents as appropriate, including, but
not limited to UCC-1 filings.
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(d)
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Within a
reasonable amount of time thereafter, Seller shall deliver to buyer
the Credit Loan File, at Seller’s expense, to Buyer’s
address. Seller and its agents, independent contractors, attorneys
and Loan servicers shall have no further responsibility for
servicing the Loan and shall have no other obligation of any kind
concerning the Loan. Seller makes no representations or warranties
with respect to the accuracy or completeness of the servicing
records contained in the Credit Loan Pile, other than the balance
due under the Loan as of November 30, 2006.
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Section 4.4 Closing and Other Costs.
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(a)
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Buyer shall pay
(i) any governmental registration, documentary transfer or
transaction taxes or fees due in connection with the transfer of
the Loan from Seller to Buyer, (ii) any filing or recording fees or
costs incurred costs incurred or charged by any title company, and
(iii) any sales or use taxes determined to be payable in connection
with this transaction, (iv) be responsible for the payment of any
unpaid real estate taxes associated with the collateral properties
(if any).
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(b)
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Each party
hereto shall pay its own legal fees and other costs in this
transaction.
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Section 4.5 Conformity to Law. Buyer agrees to abide by all
applicable state and federal laws, rules, and regulations regarding
the handling and maintenance of all documents and records relating
to the Loan purchased hereunder, including, without limitation, the
length of time such documents and records are required to be
retained.
Section 4.6 Seller’s Access to Loan File. Alter the
transfer of the Credit Loan File to Buyer pursuant to the terms of
this Agreement, Seller, at Seller’s expense, shall have the
continuing right to use, inspect or make copies of any such
documents or records which remain in the possession or control of
Buyer or Buyer’s successors or assigns, upon Seller’s
reasonable notice to Buyer or Buyer’s successors or assigns,
as the case may be. Buyer, on behalf of itself and all of its
successors or assigns. agrees to allow Seller, at Seller’s
expense, the temporary possession, custody, and use of original
documents which remain in the possession or control of Buyer or
Buyer’s successors or assigns for any lawful purpose and upon
reasonable terms and conditions and upon reasonable notice to Buyer
or Buyer’s successors or assigns.
Section 4.7 Buyer’s right to Due Diligence.
Notwithstanding the payment of the deposit of $25,000.00 on or
before December 5, 2006, Buyer shall have the right to review
Seller’s loan file and related documents and perform its own
due diligence with reference to the enforceability of the documents
that buyer is purchasing. buyer shall review such documents at
Seller’s counsel’s office prior to December 8, 2006. To
the extend that Buyer identifies any issues relating to the
enforceability of the documents, Buyer will attempt to resolve any
such issues with Seller. If no resolution is reached, Buyer has the
right to withdraw and nullify the transaction by notice given to
Seller, as set forth below, by December 8, 2006. If Buyer
withdraws, Seller shall retain the $25,000.00 deposit as payment
against the existing Loan as set forth in Section 6.16, and the
parties shall retain all rights and remedies as if this transaction
had never occurred.
ARTICLE
5
WAIVER AND
RELEASE
Section 5.1 Waiver and Release. Subject to the provisions of
Section 4.7, Buyer, on behalf of itself and all of its successors
and assigns, hereby waives and relinquishes any Claim any of them
may now or in the future have against Seller or Seller’s
predecessors in interest or against any officers, directors,
employees, attorneys, agents, contractors, Loan servicers,
successors or assigns of Seller or Seller’s predecessors in
interest (collectively, the “Released Persons”), in any
way related to the Loan, the Secured Property, including, without
limitation, any Claim for indemnification or contribution arising
under any federal, state or local statute, regulation, ordinance or
rule of law relating to liability for environmental matters, and
Buyer hereby releases the Released Persons from any such Claim;
provided, however, that this waiver and release shall not bar Buyer
from (i) obtaining credit: against the Hill Industries Loan amount
pursuant to Section 6.16. Buyer has waived and does hereby
waive any and all other remedies for Seller’s breach of this
Agreement, including, without limitation, any right to sue for
actual, consequential or any other damages.
ARTICLE
6
MISCELLANEOUS
PROVISIONS
Section 6.1 Notices. All notices and other communications
required or permitted hereunder shall be in writing and shall be
given by registered or certified mail (return receipt requested),
personal delivery, or overnight commercial courier service,
addressed to the recipient as follows (or at such other address as
the recipient may specify by written notice to the other
parties):
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If to the
Buyer:
Bruce
Littell
Logistical
Support, LLC
19734 Dearborn
Street
Chatsworth, CA
91311
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with a copy
to:
James K Felton,
Esq.
Greenberg &
Bass
16000 Ventura
Blvd., Suite 1000
Encino, CA
91436
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If to
Seller:
National Loan
Investors, L.P.
3030 NW.
Expressway
Suite
1313
Oklahoma City,
Oklahoma 73112
Attention: Dewayne Horton
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with a copy
to:
Verus Law
Group
Holly
Walker
3122 Santa
Monica Blvd., Suite 302
Santa Monica,
CA 90404
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For the
purposes hereof, the date of personal delivery, three (3) Business
Days after the date the notice is deposited in U.S. mail or one (1)
Business Day after the date the notice is deposited with the
overnight commercial courier service, as applicable, shall be
deemed to be t
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