[LETTERHEAD]
MODIFICATION OF CREDIT LINE AGREEMENT
November 14, 1997
Hospitality Marketing Concepts
00000 Xxxxxxxxx Xxxx., #000
Xxxxxx, XX 00000
Re: Loan #1864
Dear Sirs,
This document shall serve as a modification of the Credit Line Agreement dated
September 1, 1995 and all its subsequent modifications, ("Modification") between
Cedars Bank (the "Bank") and Hospitality Marketing Concepts, a California
Corporation (hereinafter called the "Borrower").
ARTICLE I "THE LINE OF CREDIT"
1.3 INTEREST shall be amended to read:
Effective November 14, 1997, interest shall be payable on the outstanding
principal balance of the Loan at a rate per annum equal to TWO percent (2.0%)
above the rate earned by the pledged time deposit #2000010560 with any and all
subsequent modifications, extensions, or renewals thereof. Interest shall accrue
during the course of the month and shall be charged monthly to the Borrower's
account #6123944031 on the first banking day of each month.
ARTICLE II "SECURITY"
2.1 COLLATERAL shall be amended to read:
As security for this facility, the Borrower shall grant to the Bank the
following collateral:
Pledged Time Deposit in the name of Hospitality Marketing Consultants,
LLC, account #2000010560, in the amount of $400,000.00.
Except as set forth above, this facility shall be subject to the same terms and
conditions as set forth in the Credit Line Agreement dated September 1, 1995 and
all its subsequent modifications ("Agreement"). This Modification is hereby
included in this Agreement and made a full part thereof.
Accepted and agreed to this Sincerely,
____day of _______,1997. Cedars Bank
Hospitality Marketing Concepts,
a California Corporation
By: /s/ [Illegible] By: /s/ [Illegible]
------------------------------ -------------------------------
Title
By: /s/ [Illegible]
-------------------------------
-2-
Except as set forth above, this facility shall be subject to the same terms and
conditions as set forth in the Credit Line Agreement dated September 1, 1995 and
all its subsequent modifications ("Agreement"). This Modification is hereby
included in this Agreement and made a full part thereof.
Accepted and agreed to this Sincerely,
____day of _______,1997. Cedars Bank
Hospitality Marketing Concepts, Inc.,
a California Corporation
By: /s/ Mokhtar Ramadan By: /s/ [Illegible]
----------------------------- -------------------------------
Mokhtar Ramadan
President
By: /s/ Xxxxxx Xxxxxxx By: /s/ [Illegible]
----------------------------- -------------------------------
Xxxxxx Xxxxxxx
Secretary
By: /s/ Xxxx Xxxxxxx
-----------------------------
Xxxx Xxxxxxx
CFO
-2-
[LETTERHEAD]
MODIFICATION OF PROMISSORY NOTE
November 14, 1997
Hospitality Marketing Concepts, a California Corporation, (hereinafter called
the "Borrower"), and Cedars Bank (the "Bank") hereby agree to modify the
terms of the Promissory Note dated September 1, 1995 and all its subsequent
modifications between Borrower and Bank, as follows:
The Borrower hereby unconditionally promises to pay to the order of
Cedars Bank on April 1, 1998, in lawful money of the United States
of America, the lesser of, (i) the principal sum of FOUR HUNDRED
THOUSAND AND NO/100 DOLLARS ($400,000.00), or (ii) the aggregate
unpaid principal amount of all advances made pursuant to the
Credit Line Agreement dated September 1, 1995 and all its
subsequent modifications.
Interest shall be payable on the outstanding principal balance of the Loan at
a rate per annum equal to TWO percent (2.0%) above the rate earned by a
pledged time deposit. Interest shall accrue during the course of the month and
shall be charged monthly to the Borrower's account on the first banking day
of each month, pending reimbursement by the Borrower.
The Note shall be secured by a Pledged Time Deposit in the name of Hospitality
Marketing Consultants, LLC, account #2000010560, in the amount of $400,000.00.
DEFAULT FEE PROVISION:
Upon the happening of any Event of Default or upon an occurrence of an
Event of Default as set forth in the Promissory Note dated September 1,
1995 the whole of the principal set forth herein then remaining unpaid
and all interest accrued thereon, shall at the option of the Bank
become immediately due and payable, and in any such event, the Borrower
agrees to pay a default rate of 5% above the Applicable Rate, plus all
such costs and attorney's fees as may be incurred by the Bank in the
collection of such sum.
LATE FEE PROVISION:
If any payment is overdue more than fourteen (14) calendar days, an
additional charge will be due by Borrower. Borrower shall be assessed
a late fee of 6% of the total payment due, or a minimum of $15.00,
whichever is greater. Bank reserves the right to assess the highest
rate permitted by applicable law as default interest, by notice to
Borrower.
All other terms and conditions as stated in original Promissory Note shall
remain the same.
Accepted and agreed to this __ day of _____ 1997.
Borrower Cedars Bank
Hospitality Marketing Concepts, By: /s/ [Illegible]
a California Corporation ----------------------
By: /s/ [Illegible] By: /s/ [Illegible]
---------------------- ----------------------
Title
[LETTERHEAD]
MODIFICATION OF PROMISSORY NOTE
September 2, 1996
Hospitality Marketing Concepts, Inc., a California Corporation, (hereinafter
called the "Borrower"), and Cedars Bank (the "Lender") hereby agree to modify
the terms of the Promissory Note dated September 1, 1995 and all its
subsequent modifications, hereby attached as Exhibit A, between Borrower and
Lender, as follows:
The Borrower hereby unconditionally promises to pay to the order of
Cedars Bank on April 1, 1998, in lawful money of the United States of
America, the lesser of, (i) the principal sum of FOUR HUNDRED THOUSAND
AND NO/100 DOLLARS ($400,000.00), or (ii) the aggregate unpaid
principal amount of all advances made pursuant to the Credit Line
Agreement dated September 1, 1995 and all its subsequent
modifications.
The Note shall be secured by an Assignment and UCC-1 financing
statement filed with the Secretary of State of California on
inventory, receivables, and general assets of Borrower, as evidenced
by a UCC-1 financing statement and Security Agreement filed on
9/20/1995 as file #9526960425, as modified by a UCC-2 form and
Security Agreement filed 4/1/96 as file #96093C0751, as modified by a
UCC-2 form and Security Agreement of even date herewith."
All other terms and conditions as stated in original Promissory Note shall
remain the same.
Accepted and agreed to this ________ day of ___________ 1997.
Borrower Cedars Bank
Hospitality Marketing Concepts, Inc.,
a California Corporation
By: /s/ Mokhtar Ramadan By: /s/ [Illegible]
--------------------------------- -------------------------------
Mokhtar Ramadan
President
By: /s/ Xxxxxx Xxxxxxx By: /s/ [Illegible]
--------------------------------- -------------------------------
Xxxxxx Xxxxxxx
Secretary
By: /s/ Xxxx Xxxxxxx
---------------------------------
Xxxx Xxxxxxx
CFO
[LETTERHEAD]
MODIFICATION OF CREDIT LINE AGREEMENT
February 5, 1996
Hospitality Marketing Concepts, Inc.
00000 Xxxxxxxxx Xxxx. #000
Xxxxxx, XX 00000
Re: Loan #1864
Dear Sirs,
This document shall serve as a modification of the Credit Line Agreement
dated September 1, 1995 and all its subsequent modifications,
("Modification") between Cedars Bank (the "Bank") and Hospitality Marketing
Corporation, a California Corporation (hereinafter called the "Borrower").
The Bank is pleased to advise the Borrower that the facility in the amount of
$125,000.00 granted to you on September 1, 1995, has been increased by an
amount of $175,000.00 (the "Increase") for a total aggregate facility of
$300,000.00.
As consideration for granting this facility, the Borrower shall pay a closing
fee of EIGHT HUNDRED SEVENTY FIVE AND NO/100 Dollars ($875.00), being ONE
HALF OF ONE PERCENT (0.5%) of the total increase. In addition, the Borrower
shall pay a documentation fee of $150. These fees are due upon execution of
this Agreement and shall be debited from the Borrower's account no. 612394.
As a condition of renewal, Borrower shall furnish Bank a signed current
financial statement, and a signed copy of 1995 tax returns.
Except as set forth above, this facility shall be subject to the same terms
and conditions as set forth in the Credit Line Agreement dated September 1,
1996 and all its subsequent modifications ("Agreement"). This modification is
hereby included in this Agreement and made a full part thereof.
Accepted and agreed to this Sincerely,
___ day of ___________, 1996. Cedars Bank
Hospitality Marketing Concepts, Inc.,
a California Corporation
By: /s/ Mokhtar Ramadan By: /s/ [Illegible]
--------------------------------- ------------------------------
Mokhtar Ramadan
President
By: /s/ Xxxxxx Xxxxxxx By: /s/ [Illegible]
--------------------------------- ------------------------------
Xxxxxx Xxxxxxx
Secretary
By: /s/ Xxxx Xxxxxxx By:
--------------------------------- ------------------------------
Xxxx Xxxxxxx
CFO
-2-
[LETTERHEAD]
MODIFICATION OF PROMISSORY NOTE
February 5, 1996
Hospitality Marketing Concepts, Inc., a California Corporation, (hereinafter
called the "Borrower"), and Cedars Bank (the "Lender") hereby agree to modify
the terms of the Promissory Note dated September 1, 1995 and all its
subsequent modifications, hereby attached as Exhibit A, between Borrower and
Lender, as follows:
The Borrower hereby unconditionally promises to pay to the order of
Cedars Bank on September 1, 1996, in lawful money of the United
States of America, the lesser of, (i) the principal sum of THREE
HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), or (ii) the
aggregate unpaid principal amount of all advances made pursuant to
the Credit Line Agreement dated September 1, 1995 and all its
subsequent modifications.
All other terms and conditions as stated in original Promissory Note shall
remain the same.
Accepted and agreed to this ____ day of _________________ 1996.
Borrower Cedars Bank
Hospitality Marketing Concepts, Inc.,
a California Corporation
By: /s/ [Illegible]
---------------------------------
By: /s/ Mokhtar Ramadan
-------------------------------
Mokhtar Ramadan By: /s/ [Illegible]
President --------------------------------
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Xxxxxx Xxxxxxx
Secretary
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx
CEO
[LOGO]
CREDIT LINE AGREEMENT
September 1, 1995
Hospitality Marketing Concepts, Inc.
00000 Xxxxxxxxx Xxxx. #000
Xxxxxx, XX 00000
Loan #1864
Dear Sirs,
Cedars Bank (the "Bank") is pleased to advise Hospitality Marketing
Concepts, Inc., a California Corporation, (hereinafter called the "Borrower")
of its agreement to grant the Borrower a Line of Credit in the amount of ONE
HUNDRED TWENTY FIVE THOUSAND AND NO/100 Dollars ($125,000.00) (the "Line") to
be used as set forth below. This Line of Credit is subject to the following
terms and conditions:
ARTICLE I "THE LINE OF CREDIT"
1.1 THE LINE OF CREDIT The Bank hereby agrees to grant a Line of
Credit (the "Line") to the Borrower and the Borrower hereby agrees to borrow
from the Bank an amount not to exceed at any time the sum of ONE HUNDRED
TWENTY FIVE THOUSAND AND NO/100 Dollars ($125,000.00) to be used for
overdraft protection.
1.2 THE NOTE The Line shall be evidenced by a note signed by the
Borrower (the "Note") payable to the order of the Bank. This Note and the
books of the Bank shall constitute sufficient evidence of the indebtedness of
the Borrower to the Bank.
1.3 INTEREST Interest shall be payable on the outstanding principal
balance of the Line at a rate per annum equal to THREE percent (3%) above the
rate announced by the Bank from time to time as its prime rate, calculated on
the basis of actual days elapsed in a year of 360 days. Interest shall accrue
during the course of the month and shall be charged monthly to the Borrower's
account on the first banking day of each month. If the Line is fully
utilized, interest shall be paid directly by the Borrower each month.
1.4 MATURITY AND PREPAYMENT The outstanding principal balance of the
Line plus any accrued interest, shall be payable in full on or before the 2nd
day of September, 1996 unless renewed at the mutual option of the Borrower
and the Bank. There will be no penalties or premium payable in the event of
prepayment of all or any part of the Note.
1.5 CLOSING FEES As consideration for granting this facility, the
Borrower shall pay a closing fee of ONE THOUSAND TWO HUNDRED FIFTY AND NO/100
Dollars ($1,250.00) being ONE percent (1%) of the total facility. In
addition, the Borrower shall pay a documentation fee of $250.00. These fees
shall be payable upon execution of this Agreement and shall be debited from
the Borrower's Line account unless the Bank is otherwise advised.
ARTICLE II "SECURITY"
2.1 COLLATERAL As security for this facility, the Borrower shall grant
to the Bank the following collateral:
-- Assignment and UCC-1 financing statement filed with the Secretary
of State of California on inventory, receivables and general assets
of Borrower, as evidenced by a UCC-1 financing statement and
Security Agreement of even date herewith.
2.2 GUARANTEES The Bank shall receive and hold the personal and
irrevocable guarantees of Mokhtar Ramadan, Xxxxxx Xxxxxxx and Xxxx Xxxxxxx
("Guarantors").
ARTICLE III "CONDITIONS TO CREDIT"
3.1 DOCUMENTS The Bank's agreement to lend, contained herein, shall be
effective only upon receipt by the Bank, of the following duly executed
documents in a form satisfactory to the Bank: this Agreement, Promissory
Note, UCC-1 and Security Agreement, Corporate Resolution to Borrow,
Continuing Guaranty, and any and all other documents which shall be required
by the Bank's counsel to secure the Bank's interest.
-2-
ARTICLE IV "REPRESENTATIONS AND WARRANTIES"
The Borrower represents and warrants the following:
1) That during the term of this agreement, the provisions herein
contained shall continue to be true and correct;
2) That all due taxes of the Borrower have been paid;
3) That no legal or court action of adverse significance is in
force or pending.
ARTICLE V "AFFIRMATIVE COVENANTS"
During the term of this agreement, and so long as any indebtedness of the
Borrower to the Bank shall remain unpaid, including any indebtedness for fees
and expenses, the Borrower and Guarantors shall furnish to the Bank annually
and upon request financial statements and signed current tax returns.
ARTICLE VI "NEGATIVE COVENANTS"
During the term of this agreement, and so long as any indebtedness of the
Borrower to the Bank shall remain unpaid, including any indebtedness for fees
and expenses, the Borrower shall not encumber or grant any other liens on the
collateral.
ARTICLE VII "EVENTS OF DEFAULT"
The occurrence of any one or more of the following events shall
constitute an Event of Default:
1) If the Borrower defaults in payment of interest or principal as
agreed upon hereinbefore;
2) Any default in the observance of any of the covenants or agreements of
the Borrower contained in this agreement, or any other agreement connected
or delivered with respect to this Line; or
3) The institution of any proceeding in bankruptcy, reorganization or
insolvency against or by the Borrower or the appointment of a trustee or
receiver of the Borrower's property.
-3-
Upon the happening of any Event of Default described above and if not
remedied, the Bank shall be entitled to terminate this agreement and declare
the Line to be due and payable without presentment, demand or protest, which
are hereby expressly waived.
ARTICLE VIII "EXPENSES"
The Borrower shall reimburse the Bank or the Bank shall debit the
Borrower's account for all of its out-of-pocket expenses including, but not
limited to, attorney's fees, including actual attorney's fees incident to the
enforcement of any provision of this agreement, UCC filing, messenger fees, etc.
ARTICLE IX "MISCELLANEOUS"
9.1 SUCCESSORS AND ASSIGNS The Borrower, and the Bank as used herein,
shall include the legal representatives or assigns of those parties.
9.2 GOVERNING LAW This agreement, the transaction described herein and
obligations of the Bank and the Borrower, shall be construed and interpreted in
accordance with the laws of the State of California.
9.3 COURSE DEALING Any delay or failure by the Bank at any time or times
in enforcing its rights under the provisions set forth in this agreement in
strict accordance with their terms shall not be construed as having created a
course of dealing or performance modifying or waiving the specific provisions of
this agreement.
9.4 OTHER ACTS The Borrower shall execute and deliver, or cause to be
delivered to the Bank all further documents and perform all other acts and
things which the Bank deems necessary or appropriate to protect the indebtedness
of the Borrower to the Bank.
9.5 NOTICE The address for service of process upon the Borrower is:
00000 Xxxxxxxxx Xxxx., #000
Xxxxxx, XX 00000
-4-
9.6 CREDIT INQUIRIES The Bank shall have the right at any time, to make
all credit inquiries it deems necessary and obtain all credit information it
considers relevant, at its sole and absolute discretion.
This Agreement shall not be changed or altered in any way by the Borrower.
Any change or alteration to this agreement without the prior and express
agreement of the Bank will render this Agreement null and void.
The Bank's commitment shall remain open until October 2, 1995 and shall
take effect upon your signing this Line Agreement and the Note and returning
them to us. Funds shall be disbursed upon full execution and delivery to the
Bank of all documents necessary to secure the Collateral in form satisfactory to
the Bank's counsel.
We would like to add that Cedars Bank is delighted to have had the
opportunity to be of service to you and we look forward to a mutually rewarding
relationship.
Accepted and agreed to this Very truly yours,
8th day of September, 1995 Cedars Bank
Hospitality Marketing Concepts, Inc.,
a California Corporation
By: /s/ Mokhtar Ramadan By: /s/ [Illegible]
--------------------------------- -------------------------------
Mokhtar Ramadan
President
By: /s/ [Illegible]
-------------------------------
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx
Secretary
By: /s/ Xxxx Xxxxxxx
---------------------------------
Xxxx Xxxxxxx
CFO
-5-
[LOGO]
PROMISSORY NOTE
($125,000.00) September 1, 1995
FOR VALUE RECEIVED,
Hospitality Marketing Concepts, Inc., a California Corporation (hereinafter
called the "Borrower") promises to pay to the order of Cedars Bank,
(hereinafter called the "Bank"), at the Bank's office located at 000 Xxxxx
Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other
place as the Bank may from time to time designate in writing, in lawful money
of the United States of America, the lesser of, (i) the principal sum of ONE
HUNDRED TWENTY FIVE THOUSAND AND NO/100 Dollars ($125,000.00), or (ii) the
aggregate unpaid principal amount of all advances made pursuant to the
Agreement (as defined below) on or before September 2, 1996. Interest shall
be payable from the date hereof on the principal amount remaining unpaid from
time to time at the fluctuating rate per annum equal to THREE percent (3%)
above the rate announced by the Bank from time to time as its prime rate
(hereinafter called "Applicable Rate"). Such interest shall be payable
monthly on the first banking day of each month during the time this Note is
outstanding and on the date of payment of this Note.
Interest on this Note shall accrue during the course of the month and
shall be calculated on the basis of actual days elapsed in a year of 360
days. The principal of and interest on this Note shall be payable at the
Bank's address set forth hereinbefore or at such other address as the Bank
shall from time to time designate in writing.
If this Note is collected by suit through probate or bankruptcy court,
or any other judicial proceedings, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower promises to pay all fees and costs
incurred in connection with such collection.
This Note is being issued pursuant to and in full accordance with, and
is entitled to the benefits and subject to the provisions of the Agreement
dated the 1st day of September, 1995 (the "Agreement"), and implementing and
supplementing agreements, as the same may be amended, modified or
supplemented from time to time. Reference is hereby made to the Agreement for
the description of the provisions, among others with respect to the rights,
duties and obligations of the Borrower and the rights and remedies of the
Bank.
This Note is secured by an Assignment and UCC-1 financing statement
filed with the Secretary of State of California on inventory, receivables and
general assets of Borrower, as evidenced by a UCC-1 financing statement and
Security Agreement of even date herewith.
This Note is further secured by the personal guarantees of Mokhtar
Ramadan, Xxxxxx Xxxxxxx and Xxxx Xxxxxxx.
The occurrence of any one or more of the following events shall
constitute an Event of Default:
(1) If the Borrower defaults in payment of interest or principal as
agreed upon hereinbefore.
(2) Any default in the observance of any of the covenants or agreements
of the Borrower contained in this Note.
(3) The institution of any proceeding in bankruptcy, reorganization or
insolvency against or by the Borrower or the appointment of a
trustee or receiver of the Borrower's property.
Upon the happening of any Event of Default described above or upon an
occurrence of an Event of Default as set forth above the whole of the
principal set forth herein then remaining unpaid and all interest accrued
thereon, shall at the option of the Bank become immediately due and payable,
and in any such event, the Borrower agrees to pay such costs and attorney's
fees as may be incurred by the Bank in the collection of such sum.
After default or maturity, or if any payment is overdue more than ten
(10) calendar days, an additional charge will be due by Borrower. Principal
and past-due interest shall bear interest at the highest rate permitted by
applicable law or, if no such maximum rate is established by applicable law,
then at the Applicable Rate plus FIVE PERCENT (5%) per annum.
The Borrower shall have the right, at any time or from time to time,
without penalty or premium, to prepay all or part of the unpaid principal
amount of the advances outstanding under this Note. The Borrower hereby
waives presentment, protest, demand of payment and notice of non-payment or
protest on this Note.
-2-
This Note shall be governed by and construed in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the Borrower has signed this Note as of the 8th day
of September, 1995.
BORROWER
HOSPITALITY MARKETING CONCEPTS, INC.,
A CALIFORNIA CORPORATION
By: /s/ Mokhtar Ramadan
-----------------------------------
MOKHTAR RAMADAN
President
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
XXXXXX XXXXXXX
Secretary
By: /s/ Xxxx Xxxxxxx
-----------------------------------
XXXX XXXXXXX
CFO
-3-
