DATED AS OF: June 1, 2006
The PARTIES to this Agreement are as follows:
The TERMS of this Agreement are as follows:
I. CLIENT has entered into or anticipates entering into contracts (hereinafter “Contracts”) with various suppliers
(hereinafter “Suppliers”) and customers (hereinafter “Customers”) under which CLIENT has agreed, among
other things, to purchase from Suppliers and furnish to Customers certain products.
II. CLIENT is in the business of importing and / or exporting, and distributing Beverages and has requested PFI,
and PFI has agreed, subject to the terms and conditions of this Agreement, to provide certain purchasing
arrangements with respect to Beverages specifically identified per Addenda to this Agreement (hereinafter
“Products”) to be provided under the Contracts.
NOW THEREFORE, the parties agree as follows:
1. No commitment: Notwithstanding any other provisions of this Agreement, this Agreement does not
commit CLIENT or PFI to participate in any transactions other than those specifically agreed upon from time to
time as evidenced by signed Addenda to this Agreement.
2. Amount: PFI’s aggregate participation with CLIENT in transactions shall not exceed $1,500,000 at any
3. Affirmations: As a pre-condition to PFI assisting with transactions under this Agreement, CLIENT shall
have credit facilities available, acceptable to PFI, to support CLIENT’s working capital requirements. CLIENT
hereby represents and affirms that CLIENT is financially solvent, and in good standing with all creditors and is in
compliance with all covenants of lending agreements. CLIENT shall immediately inform PFI of any financial
insolvency or out-of-compliance situation with creditors. CLIENT grants to PFI the right to confirm all CLIENT
financing arrangements directly with the financing entities involved.
4. Presale of Products: CLIENT shall have pre-sold the Products to Customers in amounts, and on credit