REPAYMENT AND SECURITY AGREEMENT
This Repayment and Security Agreement (the "Agreement") is made this 26th
day of February 2008, by and among (I) RCM TECHNOLOGIES, INC. and RCM
TECHNOLOGIES SERVICES COMPANY, INC. (collectively, "RCM"), (II) IDEAL INTERIORS,
INC. ("IDEAL"), CREATIVE INTERIORS PLUS, LLC ("CREATIVE"), DJJ, INC. ("DJJ") and
IDEAL STRUCTURAL SECURITY, INC. ("STRUCTURAL", together with IDEAL, CREATIVE,
DJJ and STRUCTURAL, collectively the "Trade Debtors"), and (III) the persons
identified on the Schedule of Guarantors attached hereto as Exhibit "A"
(collectively the "Guarantors", together with the Trade Debtors, collectively
the "Obligors").
RECITALS
A. WHEREAS, pursuant to various management services, security and
guarantee agreements and related contracts and instruments among RCM, the Trade
Debtors and certain Guarantors, including without limitation the agreements and
instruments listed on the Schedule of Trade Debt Agreements attached hereto as
Exhibit "B" (collectively, the "Trade Debt Agreements"), (i) Trade Debtors
requested RCM to provide, and RCM provided, certain bonding, management and/or
personnel services to Trade Debtors in connection with various construction
contracts between Trade Debtors and the owners of the construction projects,
(ii) Trade Debtors granted RCM a security interest in their accounts and certain
other property, whether existing or thereafter arising or acquired
(collectively, the "Trade Collateral") as security for the performance of Trade
Debtors' obligations under the Trade Debt Agreements, and (iii) certain
Guarantors executed and delivered to RCM the Guaranty and Suretyship Agreements
set forth on the Schedule of Trade Debt Agreements attached hereto as Exhibit
"B" (collectively, the "Guarantees").
B. WHEREAS, RCM provided various services for which the Trade Debtors
became indebted to RCM for the "Trade Debt" (as defined below) under the Trade
Debt Agreements.
C. WHEREAS, Trade Debtors have failed to pay, when due, the Trade Debt
to RCM, are in material default of the Trade Debt Agreements and have requested
that RCM restructure and extend payment of the Trade Debt. RCM and Obligors have
agreed to enter into this Agreement to restructure and provide for the prompt
and orderly repayment of the Trade Debt subject to the terms and conditions set
forth herein.
NOW THEREFORE, for and in consideration of the foregoing recitals which
are deemed incorporated herein by this reference and agreed to be true and
complete by the parties hereto, the terms of this Agreement and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Trade Debt Obligations. Obligors agree and acknowledge that, as of February
25, 2008, there is presently due and owing to RCM under the Trade Debt
Agreements the total sum of $7,456,252.93 (the "Trade Debt"), as more fully set
forth in Exhibit "C" attached hereto.
a. Obligors agree and confirm that they have no right of setoff, counterclaim,
or defense to or against payment of the Trade Debt, and waive any right to
assert any right of setoff, counterclaim, or defense to or against payment of
the Trade Debt.
b. Obligors release RCM and its parents, subsidiaries, affiliates, owners,
directors, officers, employees and agents (collectively, the "RCM Group") from
any claims or causes of actions that Obligors, or any of them, have or may have
against the RCM Group including, without limitation, any claims relating to or
arising out of the Trade Debt Agreements and/or RCM's provision of services or
funds thereunder based upon any thing or matter occurring at any time prior to
the date of this Agreement.
c. The parties hereto agree that (i) the Trade Debtors are jointly and severally
liable for the repayment of the Trade Debt, (ii) the Trade Debt Agreements
remain unaltered and in full force and effect, and that the execution of this
Agreement shall in no way release, alter and/or impair Obligors' obligations to
RCM thereunder, except as expressly provided in this Agreement, and (iii) all
liens, security interests, rights and remedies granted to RCM in and under the
Trade Debt Agreements are valid and perfected and hereby renewed, confirmed and
continued, and shall also secure the performance by Obligors of their
obligations under this Agreement and any note and other agreement entered into
pursuant to this Agreement.
d. Obligors further agree that RCM shall have no further obligation to pay
and/or advance any amounts to Trade Debtors under the Trade Debt Agreements or
any other agreement between RCM and any Trade Debtor.
e. RCM may, but shall not be required to, pay any sums to any party, cure any
default under any agreement or document to which Trade Debtors or any of them
are parties, and take any and/or all actions RCM deems necessary to effectuate
the purpose of this Agreement or to preserve any Trade Collateral. Any
reasonable costs or expenses, including legal fees, incurred by RCM in
connection with such actions shall be added to the Trade Debt and shall become
part of the Trade Debt for which Obligors shall be responsible to repay.
2. Closing. A closing under this Agreement (the "Closing") shall occur on the
date of this Agreement (the "Closing Date") at a time and place mutually
agreeable to Trade Debtors and RCM. At Closing, the following shall occur
(collectively, the "Closing Conditions"):
a. Trade Debtors shall pay RCM the sum of $1,200,000.00 (the "Down Payment") to
be applied to the Trade Debt in any manner that RCM sees fit in its sole
discretion. The Down Payment shall be paid to RCM by cashier's check or wire
transfer of immediately available funds directly out of the proceeds of
financing provided to Ideal Interiors, Inc. d/b/a Ideal Construction by Prestige
Capital Corporation ("Prestige").
b. Trade Debtors shall execute and deliver to RCM a Note in the principal amount
of $6,256,252.93 being the amount of the Trade Debt less the Down Payment, in
the form attached hereto as Exhibit "D" (the "Note").
c. Guarantors shall execute and deliver to RCM guarantee and suretyship
agreements of all obligations and amounts owed by Trade Debtors to RCM under
this Agreement and the Note, in the form attached hereto as Exhibit "E" (the
"Guarantees").
d. Trade Debtors shall deliver to RCM a full and complete list of all existing
construction contracts to which any Trade Debtor is a party as of the Closing
Date (collectively, the "construction contracts"), including as to each such
contract: (i) the name of the Trade Debtor that is a party to such contract;
(ii) the full name and address of the customer and/or project owner; (iii) the
total project fees and/or costs; and (iv) the amount of billed and unpaid work
due and owing under such project.
This Agreement shall become null and void in the event that any of the Closing
Conditions is not fully satisfied at Closing. Time is the essence of this
Agreement and the Closing.
3. Repayment of Trade Debt. Trade Debtors shall pay RCM the Trade Debt, less the
amount of the Down Payment, in strict accordance with the terms and conditions
of the Note. It is understood and agreed by the parties hereto that on the
Closing Date RCM and Prestige intend to enter into a Subordination and
Intercreditor Agreement in the form attached hereto as Exhibit "F" (the
"Intercreditor Agreement"). Obligors hereby consent to and agree to be bound by
the terms of the Intercreditor Agreement. Obligors agree and acknowledge that
Guarantors execution and delivery of the Guarantees is a material inducement to
RCM entering this Agreement.
4. YMCA and Union Baptist Church Projects. RCM Technologies Services Company,
Inc. shall be paid 100% of any "Fees" as defined in and pursuant to the Master
Management Services Agreement between RCM Technologies Services Company, Inc.
and Ideal dated May 31, 2007 (the "MMSA") with respect to Ideal's construction
projects for the Union Baptist Church, White Plains, New York and the State
Island YMCA, Staten Island, New York. For the purpose of calculating the Fees
due RCM Technologies Services Company, Inc. under the MMSA, the percentage used
to compute the "Profit Sharing Fees" (as defined in the MMSA) payable to RCM is
hereby increased from 50% to 100%. Trade Debtors and RCM agree that: (a) all
Profit Sharing Fees shall be paid to RCM Technologies Services Company, Inc.,
50% of which shall be applied to amounts due and owing under the Note, and (b)
Lighthouse Management shall pay directly to RCM all Profit Sharing Fees. Trade
Debtors agree to cooperate with RCM, and to execute and deliver to RCM and
Lighthouse Management such written authorizations, instructions and/or
assignments as may be reasonably requested, to ensure that Lighthouse Management
makes direct payment to RCM of all Profit Sharing Fees.
5. Security.
a. Security Interest. In order to cross-collateralize and secure (i) the payment
of all amounts due by Trade Debtors, together with all other fees, costs and
expenses for which RCM is entitled to be paid or reimbursed, under the Trade
Debt Agreements, this Agreement and the Note, and (ii) the performance of all
obligations by Trade Debtors under the Trade Debt Agreements, this Agreement and
the Note (the obligations referred to in subsection 5.a(i) and (ii) herein are
collectively, the "Trade Debt Obligations"), Trade Debtors hereby grant and
convey to RCM a continuing perfected security interest in and lien upon all
"Collateral" (as defined below), now owned or hereafter acquired, all in
accordance with the provisions of the applicable Uniform Commercial Code as
enacted in either the State of New Jersey or the State of New York, as
determined by the location of the Collateral (the "UCC"). Obligors shall execute
and deliver to RCM on demand, and hereby irrevocably appoint RCM or any officer
or agent of RCM as its attorney-in-fact (which appointment is agreed to be
coupled with an interest) to execute, deliver and file such UCC financing
statements and other instruments (including, but not limited to, UCC
continuation statements) as RCM may require in order to perfect and maintain
such security interest under the UCC, and Obligors shall pay to RCM all costs
associated with the foregoing. A carbon, photographic, or other reproduction of
this provision shall be sufficient as a financing statement for filing purposes
under the UCC.
b. Collateral. For purposes of this Agreement, the term "Collateral" shall
include and be defined as (i) the Trade Collateral, and (ii) all of Trade
Debtors' right, title and interest in and to all accounts whether now owned or
existing or hereafter acquired or arising, regardless of where located. The
terms used in this security provision shall have the meanings ascribed to them
in the UCC.
c. Trade Debtors' Warranties, Representations and Agreements. Trade Debtors
represent and warrant to RCM and agree that:
(i) Trade Debtors are the owners of the Collateral free from any adverse lien,
security interest or encumbrance, except to the extent that RCM already has a
security interest or a lien on the Collateral or as otherwise provided in the
Intercreditor Agreement; and Trade Debtors will defend the Collateral against
all claims and demands of all persons at any time claiming the same or any
interest therein (other than RCM or Prestige under and subject to the
Intercreditor Agreement);
(ii) The Collateral is and will be used primarily for business purposes and in a
manner consistent with the terms of this Agreement;
(iii) Trade Debtors will not sell, exchange, lease, rent or otherwise dispose of
any of the Collateral or of any of Obligors' rights therein without the prior
written consent of RCM, except to Prestige and subject to the terms of the
Intercreditor Agreement;
(iv) Trade Debtors will not permit anything to be done that may impair the value
of any of the Collateral or the security interest granted hereunder;
(v) Trade Debtors will not hereafter assign, pledge or grant a security interest
in the Collateral to any person, firm or entity, except to Prestige and subject
to the terms of the Intercreditor Agreement.
6. Trade Debtors' Covenants.
a. Negative Covenants. Each Trade Debtor agrees and covenants that, it shall
not, without the prior written consent of RCM, do any of the following: (i)
terminate, or permit to be terminated, any construction contracts; (ii) release
any Person other than RCM from any liability or obligations with respect to any
construction contracts; (iii) assign, transfer or delegate any of its rights,
duties or obligations under or with respect to any construction contracts; (iv)
except for the liens and security interests granted to (A) RCM under the Trade
Debt Agreements, this Agreement or to RCM or any affiliate of RCM under any
other agreement, or (B) Prestige subject to the Intercreditor Agreement, cause
or permit the placement of any lien, security interest or other encumbrance
whatsoever on any of the Collateral; (v) change the location of its principal
place of business, its Federal tax identification number(s) or its name, state
of organization or structure in any manner; or (vi) take any action or omit to
take any action the result of which adversely affects RCM's security interests
in the Collateral.
b. Affirmative Covenants. Trade Debtors covenant with RCM that they shall:
(i) give RCM prompt written notice of any default(s)
by any Trade Debtor under any
construction contracts;
(ii) promptly notify RCM of all liens or claims for
labor and materials furnished
in connection with each and every construction contract and pay and discharge
such liens and claims;
(iii) fully complete each and every construction
contract in a good and workmanlike
manner and diligently perform its work in accordance with the terms and
conditions thereunder;
(iv) maintain in effect during the term of the Note
insurance issued by a duly
authorized insurance company in reasonable amounts and coverages for all
operations necessary and incidental to the conduct of each Trade Debtor's
operations, and provide RCM proof of such insurance within ten (10) days after
written request; and
(v) furnish to RCM promptly after any Trade Debtor
enters into any new
construction contracts after the date of this Agreement (and within ten (10)
days after written request by RCM), a full and complete list of all such
construction contracts, including as to each such contract: (i) the name of the
Trade Debtor that is a party to such contract; (ii) the full name and address of
the customer and/or project owner; (iii) the total project fees and/or costs;
and (iv) the amount of billed and unpaid work due and owing under such project.
7. Inspection; Monthly Reports; Audits. Trade Debtors shall permit RCM or its
agents, contractors, auditors, accountants or other professionals, at any time
upon reasonable prior written notice: (a) to enter upon and inspect the work or
construction with respect to any construction contracts; and (b) access to Trade
Debtors' books and records as RCM may deem necessary in its sole discretion to
review, copy and audit Trade Debtors' operations and financial condition. In
addition, Trade Debtors agree that they shall provide to RCM, not later than the
thirtieth (30th) day of each month during the term of the Note or such other
time as the parties may agree detailed reports of all revenue collected and
expenses paid during the preceding month. RCM shall have the right to audit and
inspect Trade Debtors' relevant books and records, form time to time, upon
reasonable prior notice and during normal business hours, to determine the
accuracy of any amounts in such reports.
8. Obligors' Representations and Warranties. To induce RCM to enter into this
Agreement, Obligors represent and warrant to RCM that: (a) Obligors are entering
into this Agreement in consideration of the mutual premises contained herein and
no officer, employee, representative or agent of RCM has made any
representations, warranties, or inducements, if any, other than those expressly
contained herein; (b) all of the facts set forth in the recitals to this
Agreement are true, accurate and complete in all material respects. All
representations and warranties set forth in this Paragraph 8 shall survive the
execution of this Agreement.
9. Defaults. It shall be an event of default under this Agreement on the part of
Obligors ("Event of Default") if (a) Obligors, or any of them, fail to make,
when due, any payments required pursuant to this Agreement, the Note or the
Guarantees, (b) Obligors, or any of them, fail to perform any other obligation
or covenant under this Agreement and such failure to perform is not cured within
fifteen (15) days after written notice from RCM, (c) Obligors, or any of them,
materially breach, or an event of default occurs under, the Note or any of the
Guarantees, (d) any of Trade Debtor's representations and warranties are
materially false, (e) there occurs after the date of this Agreement any further
material breaches or events of default on the part of the Obligors, or any of
them, under any of the Trade Debt Agreements, (f) Obligors, or any of them,
materially breach or default under any loan or financing arrangement with any
lender or factor, including without limitation Prestige Capital Corporation, (g)
Obligors, or any of them, file a voluntary petition, or an involuntary petition
is filed against Obligors, or any of them, seeking liquidation, reorganization,
arrangement, readjustment of debts, or any other relief under Bankruptcy Code or
under any other existing or future federal or state insolvency act or law, or
any formal written consent to, approval of, or acquiescence in, any such
petition or proceeding is made by Obligors or any of them, (h) any Obligor
applies for, consents to, or acquiesces in, the appointment of a receiver or
trustee over any of their affairs or assets, or (i) execution of an agreement of
sale of the Collateral, in whole or in part, for less than the amount necessary
to repay the Trade Debt Obligations.
10. No Control. Obligors acknowledge and agree that any requirement hereunder
that RCM approve or accept any action by Trade Debtors shall not constitute
control by RCM over such matters and that Trade Debtors assume full
responsibility for their actions, even if such actions are approved by RCM. Such
approval or acceptance by RCM shall not create privity of contract between RCM
and any third party with whom Trade Debtors choose to contract.
11. Independent Contractors. The relationship of RCM to Trade Debtors
established by this Agreement is solely that of a creditor. Nothing herein shall
be deemed to establish a partnership, joint venture, association or employment
relationship between the parties for any purpose. RCM is not to be considered
the agent of any Trade Debtor or any third-party provider of goods or services
with regard to the performance of their respective contractual or other legal
obligations hereunder or otherwise.
12. Mutual Representations and Warranties. Each party hereby represents and
warrants to the other party that: (a) this Agreement has been duly authorized,
executed and delivered by such party, and constitutes the legal, valid and
binding obligation, contract and agreement of such party, enforceable against
such party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights generally; (b) such party
has all requisite power and authority to execute and deliver this Agreement; (c)
the execution, delivery and performance of this Agreement by such party have
been validly authorized and all necessary actions therefor have been taken on
the part of such party, and no further actions or authorizations are required;
and (d) the execution, delivery and performance of this Agreement by such party
will not constitute a violation or breach of or require the consent not
heretofore obtained of any person under any agreement or other instrument to
which such party is subject, nor will the execution, delivery and performance of
this Agreement by such party, violate any statute, law, regulation, rule, court
or administrative judgment, order or decree to or by which such party is subject
or bound. All representations and warranties set forth in this Paragraph 12
shall survive the execution of this Agreement.
13. Indemnification. Obligors agree to indemnify and hold harmless RCM and its
directors, officers, employees, affiliates, controlling persons, agents and
representatives and their successors and assigns (collectively, "RCM Indemnified
Parties", and each, an "RCM Indemnified Party")) from and against all
liabilities, demands, claims, actions or causes of action, assessments, losses,
damages, costs and expenses (including without limitation, reasonable attorneys'
fees and expenses) asserted against or incurred by any RCM Indemnified Party as
a result of or arising out of the breach of any representation, warranty,
covenant or agreement by Obligors, or any of them, under this Agreement.
14. Certain Remedies. Upon the occurrence of any Event of Default, RCM may, in
addition to any and all other remedies available under this Agreement, the Note
or Guarantees or at law (including without limitation the UCC) or in equity, at
any time thereafter (i) accelerate the repayment of any and all Trade Debt, and
(ii) foreclose any liens or security interests securing the Trade Debtors'
obligations hereunder. In connection with the exercise of any such remedies,
each Trade Debtor waives all right to require demand, presentment, protest,
advertisement or notice of any kind. To the extent that notice is required by
law to exercise any available remedy, the parties agree that such notice shall
be deemed to be reasonable if given at least five (5) days prior to the exercise
thereof. The proceeds of any sale or other realization upon any Collateral may
be applied by RCM in such a manner as it deems appropriate.
15. No Third-Party Beneficiaries. This Agreement is solely for the benefit of
RCM and Obligors, and their successors and permitted assigns, and this Agreement
shall not be deemed to confer upon or give to any other third party any remedy,
claim, liability, reimbursement, cause of action or other right.
16. Submission To Jurisdiction; Waivers.
a. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTE AND/OR THE GUARANTEES MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW JERSEY. BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY
SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 17, BELOW AND (d) AGREES THAT SERVICE AS PROVIDED IN
CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
b. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS
AGREEMENT, THE NOTE AND/OR THE GUARANTEES OR THE DEALINGS OF THE PARTIES WITH
RESPECT THERETO. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS
AGREEMENT, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 16(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS
A WRITTEN CONSENT TO A TRIAL BY THE COURT.
17. Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and
may be given by any of the following methods: (i) personal delivery; (ii)
facsimile transmission; (iii) electronic mail; or (iv) overnight delivery
service. Notices shall be sent to the appropriate party at its address, email
address, or facsimile number given below (or at such other address, email
address or facsimile number of such party as shall be specified by notices given
hereunder):
To RCM: RCM Technologies, Inc. and RCM Technologies Services
------
Company, Inc.
20 Waterview Blvd., 4th Floor
Parsippany, NJ 07054
Attn: Rich Timer and Kevin Miller
Facsimile: 856-486-0802
Email: rich.timer@rcmt.com and
kevin.miller@rcmt.com
With a copy to: White and Williams LLP
--------------
1800 One Liberty Place
Philadelphia, PA 19103
Attn: Steven E. Ostrow, Esquire
Facsimile: 215-789-7548
Email: ostrows@whiteandwilliams.com
To Obligors: Ideal Interiors, Inc. et al.
-----------
575 8th Avenue, 6th Floor
New York, NY 10018
Attn: Frank DeGrande
Facsimile: 212.262.7024
Email: Fdegrande@ideal-interiors.com
With a copy to: Bill Bajohr, Esquire
499 Ernston Road
Parlin, NJ 08859
Facsimile: (732) 721-8701
Email: bill@bajohrlawoffice.com
All such notices, shall be deemed received as follows: (i) in the case
of personal delivery, upon actual receipt thereof by the addressee, (ii) in the
case of overnight delivery, upon receipt, (iii) in case of electronic mail, upon
receipt, or (iv) in the case of a facsimile transmission, upon transmission
thereof by the sender and issuance by the transmitting machine of a confirmation
slip that the number of pages constituting the notice have been transmitted
without error.
18. Miscellaneous.
a. Severability; Waiver and Amendment. If any provision of this Agreement shall,
for any reason, be held to be invalid or unenforceable in any jurisdiction in
which it is sought to be enforced, such invalidity and unenforceability shall
not affect any other provision hereof and it shall be construed as if such
invalid or unenforceable provision were omitted. The waiver by either party of a
breach or default in any of the provisions of this Agreement by the other party
shall not be construed as a waiver of any succeeding breach of the same or other
provisions; nor shall any delay or omission on the part of either party to
exercise or avail itself of any right, power or privilege that it has or may
have hereunder operate as a waiver of any breach or default by the other party.
b. Entire Agreement. This Agreement sets forth the entire understanding and
agreement between the parties regarding the subject matter of this Agreement,
and supersedes all oral or written agreements or understandings between the
parties as to that subject matter. No course of prior dealings between the
parties and no usage of trade shall be relevant to supplement or explain any
term herein. Except as otherwise provided herein, this Agreement may be modified
or amended only by a writing signed by all parties.
c. Headings. The section headings contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the parties and shall
not, in any way, affect the meaning or interpretation of this Agreement.
d. Counterparts; Facsimiles. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one agreement. Any facsimile signature of any
party hereto or any other document executed in connection herewith shall
constitute a legal, valid and binding execution by such party.
e. Construction. This Agreement was negotiated by sophisticated parties at arms'
length, and each party has carefully reviewed this Agreement prior to execution
and has been represented by counsel in the negotiation of this Agreement.
Accordingly, no party shall be construed as the drafting party against which
this Agreement could be construed.
f. Survival. The terms, provisions, covenants, representations and warranties of
this Agreement shall survive Closing.
g. Assignment. This Agreement shall inure to the benefit of, and be binding
upon, the successors and assigns of the parties hereto. Trade Debtors may not,
without the prior written consent of RCM, assign or delegate any of their,
rights, interests, duties, obligations or liabilities under this Agreement.
h. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the domestic laws of the State of New Jersey, without giving
effect to any choice or conflict of law provision or rule (whether of the State
of New Jersey or any other jurisdiction) that would cause the application of
laws of any other jurisdiction other than the State of New Jersey.
(CONTINUED ON NEXT PAGE)
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
RCM TECHNOLOGIES SERVICES COMPANY, INC.
By:
Name:
Title:
RCM TECHNOLOGIES, INC.
By: __________________
Name:
Title:
IDEAL INTERIORS, INC.
By:
Name:
Title:
CREATIVE INTERIORS PLUS, LLC.
By:
Name:
Title:
DJJ, INC..
By:
Name:
Title:
IDEAL STRUCTURAL SECURITY, INC.
By:
Name:
Title:
Guarantors:
------------------------------
Frank S. DeGrande, individually
-------------------------------
Ricardo R. Rivera, individually
-------------------------------
Cadil Rodriguez, individually
-------------------------------
Louis Serrante, individually
EXHIBIT "A"
SCHEDULE OF GUARANTORS
(1) Frank S. DeGrande
(2) Ricardo R. Rivera
(3) Cadil Rodriguez
(4) Louis Serrante
EXHIBIT "B"
SCHEDULE OF TRADE DEBT AGREEMENTS
1. Agreement dated June 15, 2006 between RCM Technologies, Inc. and
Ideal Interiors, Inc.
2. Security Agreement dated June 15, 2006 between RCM Technologies,
Inc. and Ideal Interiors, Inc.
3. Guaranty and Suretyship Agreement dated June 15, 2006
(Ideal Interiors, Inc.) executed by Frank S. DeGrande
4. Guaranty and Suretyship Agreement dated June 15, 2006
(Ideal Interiors, Inc.) executed by Louis Serrante
5. Guaranty and Suretyship Agreement dated June 15, 2006 (Ideal
Construction, Inc.) executed by Ricardo R. Rivera
6. UCC-1 Financing Statement perfecting lien of RCM Technologies, Inc.
in all accounts of Ideal Interiors, Inc. (Filing No. 200606200516203)
7. Agreement dated February 1, 2007 between RCM Technologies, Inc. and
Creative Interiors Plus, LLC
8. Security Agreement dated February 1, 2007 between RCM Technologies,
Inc. and Creative Interiors Plus, LLC
9. Guaranty and Suretyship Agreement dated February 1, 2007 (Creative
Interiors Plus, LLC) executed by Frank S. DeGrande
10. Guaranty and Suretyship Agreement dated February 1, 2007 (Creative
Interiors Plus, LLC) executed by Ricardo R. Rivera
11. Guaranty and Suretyship Agreement dated February 1, 2007 (Creative
Interiors Plus, LLC) executed by Louis Serrante
12. UCC-1 Financing Statement perfecting the lien of RCM Technologies,
Inc. on various assets of Creative Interiors Plus, LLC
13. Master Management Services Agreement dated May 31, 2007 between RCM
Technologies Services Company, Inc. and Ideal Interiors, Inc.
14. Guaranty and Suretyship Agreement dated June 7, 2007
(Ideal Interiors, Inc.) executed by Louis Serrante
(CONTINUED ON NEXT PAGE)
15. Guaranty and Suretyship Agreement dated June 7, 2007
(Ideal Interiors, Inc.) executed by Frank DeGrande
16. Guaranty and Suretyship Agreement dated June 7, 2007 (Ideal
Interiors, Inc.) executed by Ricardo R. Rivera
17. UCC-1 Financing Statement perfecting lien of RCM Technologies
Services Company, Inc. on assets of Ideal Interiors, Inc. including Cash
Management Account and Receivables of RCM Services Projects (Filing No.
200709170739345)
18. UCC-1 Financing Statement perfecting lien of RCM Technologies, Inc.
in accounts of Ideal Structural Security, Inc. (Filing No. 200707030543602)
19. UCC-1 Financing Statement perfecting lien of RCM Technologies, Inc.
in accounts of DJJ, Inc. (Filing No. 200707030543587)
EXHIBIT "C"
[SCHEDULE OF TRADE DEBT]
EXHIBIT "D"
[FORM OF NOTE]
EXHIBIT "E"
[FORM OF GUARANTEES]
EXHIBIT "F"
[FORM OF PRESTIGE - RCM SUBORDINATION AND INTERCREDITOR AGREEMENT]