2025 S. AIRPORT BLVD.
CHANDLER, ARIZONA 85249
Prolink
Solutions, LLC
7970 South Kyrene Road
Tempe, Arizona 85283
Attn: Lawrence Bain
|
|
|
|
|
|
|
|
|
Re:
|
|
$1,000,000
Revolving Line of Credit Loan to PROLINK SOLUTIONS, LLC, a Delaware
corporation from FOC FINANCIAL LIMITED PARTNERSHIP, an Arizona
limited partnership
|
This letter
agreement (the “Agreement”), when executed by PROLINK
SOLUTIONS LLC. (Prolink), a Delaware corporation
(“Borrower”) and FOC FINANCIAL LIMITED PARTNERSHIP
(FOC), 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 One Million
Dollars ($1,000,000”) (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 One Million Dollars
($1,000,000) (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 revolving 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 plus Prolink’s share of the
Finance Purchase Price Profit 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 Prolink 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 the 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 PFG finance
and the Golf Course Customer for the funded Prolink System ( the
“Funded Prolink System”); (b) Confirmation of
credit Approval by PFG 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
Prol
|