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EXHIBIT 10.32
U.S. SIMPLY BUSINESS PREMIUM LINE AGREEMENT
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS
$50,000 09-02-1997 USBP 4343557621 81508
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References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item
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BORROWER: INTEGRAL NETWORK CORPORATION LENDER: U.S. BANK
0000 XXXXXXXXXX XX. BUSINESS BANKING FINANCE CENTER
XXXXXX XXXXXXX, XX 00000 000 0XX XXXXXX, XXXXX 0000
XXXXXXXXXX, XX 00000
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The general terms and conditions applicable to Borrower's U.S. Simply Business
Premium Line are described in the U.S. Simply Business Premium Line Terms and
Conditions (Terms and Conditions") which have been provided to Borrower. This
Agreement includes additional terms which are applicable to Borrower's Loans
with Lender. Except as otherwise defined herein, capitalized terms shall have
the meanings assigned to such terms in the Terms and Conditions.
1. CREDIT LIMIT. The maximum principal amount outstanding at any one time
under the U.S. Simply Business Premium Line, including the Variable Rate
Amount and all Fixed Rate Loans, shall not exceed an aggregate amount
equal to $50,000.00 (as such amount may be changed from time to time,
the "Credit Limit").
2. PROMISE TO PAY. Borrower promises to pay to the order of Lender, in
accordance with the terms of this Agreement and the Terms and
Conditions, a principal amount equal to the Credit Limit or so much
thereof as may be outstanding, together with interest as set forth in
this Agreement. If Borrower is granted an increase in the Credit Limit
at any time, Borrower also promises to pay that amount to the order of
Lender.
3. VARIABLE RATE LOANS.
a. VARIABLE INTEREST RATE. Interest shall accrue on the Variable
Rate Amount at a variable per annum interest rate (the "Variable
Interest Rate") equal to (i) the Prime Rate plus 2.5000% if
payments on the Variable Rate Amount are being paid by automatic
debit from Borrower's business account with Lender or another
U.S. Bank affiliated with Lender; or (ii) the Prime Rate plus
3.0000% if payments On the Variable Rate Amount are not being
paid by automatic debit from Borrower's business account with
Lender or another U.S. Bank affiliated with Lender.
b. PAYMENT SCHEDULE.
(i) Subject to Section 3(b)(iii), interest on the Variable
Rate Amount shall be paid on the 5th day of October and on
the same day of each month thereafter and on any day when
payment of the entire outstanding balance of the Variable
Rate Amount becomes due.
(ii) Subject 10 Section 3(b)(iii), the Variable Rate Principal
Payment shall be paid on the 5th day of October and on the
same day of each month thereafter. The Variable Rate
Principal Payment is an amount equal to the sum of the
Current Principal Payment plus any past due principal
amount. The Current Principal Payment Amount is the
greater of (A) 1.25% of the outstanding principal balance
of the Variable Rate Amount minus any past due principal
amount, or (B) $250.00.
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(iii) If the U.S. Simply Business Premium Line is cancelled, unless an
Event of Default has occurred, the principal balance of the
Variable Rate Amount outstanding on the date of cancellation
shall be automatically converted to a Fixed Rate Loan bearing
interest at the Fixed Interest Rate in effect on such date. On
the day of each month specified in Section 3(b)(i), beginning on
the first such date to occur following the cancellation date and
on the same day of each month thereafter, Borrower shall repay
such Fixed Rate Loan in 59 approximately equal installments of
principal and interest, each in an amount sufficient to amortize
the balance of principal and interest over a 5-year term and in
one final payment of all then outstanding principal and
interest.
4. FIXED RATE LOANS.
a. FIXED INTEREST RATE. Interest shall accrue on each Fixed Rate
Loan at a rate equal to the applicable Fixed Interest Rate. The
Fixed Interest Rate for any Fixed Rate Loan is a per annum
interest rate equal to the Prime Rate, as in effect on the date
such Fixed Rate Loan is made, plus (i) 3.0000% if payments on
the Fixed Rate Loans are being paid by automatic debit from
Borrower's business account with Lender or another U.S. Bank
affiliated with Lender and (ii) 3.5000% if payments on the Fixed
Rate Loan are not being paid by automatic debit from Borrower's
business account with Lender or another U.S. Bank affiliated
with Lender. Although different Fixed Rate Loans may bear
different interest rates, unless the Default Rate is applicable,
the interest rate for any individual Fixed Rate Loan will not
change during the term of such Fixed Rate Loan.
b. PAYMENT SCHEDULE. Each month, on the payment due date
established by Borrower, beginning with the month following the
month in which any Fixed Rate Loan is made, Borrower shall repay
each Fixed Rate Loan in approximately equal installments of
principal and interest, each in an amount sufficient to fully
amortize the balance of principal and interest of the Fixed Rate
Loan over the amortization period selected by Borrower;
provided, however, that the then outstanding balance of
principal and interest of each Fixed Rate Loan shall be due and
payable in full at the end of the amortization period for such
Fixed Rate Loan.
c. ADDITIONAL INTEREST PAYMENTS. In addition to the payments set
forth in Section 4b, upon the date of conversion of any Fixed
Rate Loan to another Fixed Rate Loan, Borrower shall pay to
Lender all interest accrued to the date of conversion.
d. AMORTIZATION. Borrower may select an amortization period of from
12 to 60 months for each Fixed Rate Loan.
5. LOAN FEES. Borrower shall pay such fees as Lender establishes from time
to time, including without limitation the following:
a. SET-UP FEE. A onetime non-refundable set-up fee in an amount
equal to $375.00. The set-up fee is payable on the date this
Agreement is signed. Unless otherwise requested by Borrower, the
set-up fee will be deemed to be a Variable Rate Loan made on such
date.
b. ANNUAL FEE. In advance, a non-refundable annual Loan Fee in an
amount equal to $150.00, payable on each anniversary of the date
of this Agreement.
c. CREDIT LIMIT INCREASE FEE. In connection with any increase in
the Credit Limit, a fee in an amount equal to 1% of the
increase, subject to a minimum fee of $350.00.
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6. DEFAULT RATE. Upon the occurrence of an Event of Default, Lender may, at
its option, increase the interest rate applicable to the Variable Rate
Amount and each Fixed Rate Loan, by 5% per annum ("Default Rate").
However, the interest rate will not exceed the maximum rate permitted by
applicable law.
7. LATE CHARGE. If any payment is 15 days or mere past due, Borrower will
be charged a late charge of 5% of the delinquent payment.
8. CREDIT REVIEW. Lender may, from time to time and at any time, review
Borrower's and each Guarantor's creditworthiness and the basis for
Lender's credit accommodations to Borrower. In connection with any such
review, Borrower will furnish and will cause any Guarantor to furnish
Lender with any information regarding Borrower's or any Guarantor's
financial condition and business operations which Lender requests. This
may include, but is not limited to, financial statements, tax returns,
lists of assets and liabilities, agings of accounts receivable and
payable, inventory schedules, equipment lists, budgets and forecasts.
Without prejudice to Lender's rights at any time to decline to make any
requested Loan, to cancel the U.S. Simply Business Premium Line, and to
reduce the Credit Limit, if Lender determines that there has been a
material adverse change in the financial condition of Borrower or any
Guarantor or if any other Event of Default has occurred, Lender may, at
its option, exercise any of the default remedies available to Lender.
9. AUTHORIZATIONS. Borrower may change the following information by
executing and delivering a Change of Authorization to Lender.
a. AUTHORIZED PERSONS. Any one of the following persons is
authorized to request Loans: Xxxxxx X. Xxxx and Xxxxxxxx X.
Xxxxxxx.
b. DEPOSIT OF NEW ADVANCES. Lender is authorized to deposit new
advances to Account No. N/A at U.S. Bank.
c. AUTOMATIC DEBIT. Lender is authorized to automatically deduct
from Account No. 000-0000-000 at U.S. Bank, Transit Routing No.
000000000, all required principal and interest payments on the
Variable Rate Amount and each Fixed Rate Loan and all fees.
d. AUTOMATIC CASH TRANSFERS. Lender is authorized to make automatic
cash transfers from Borrower's U.S. Simply Business Premium Line
to Account No. N/A at U.S. Bank.
10. TERMS AND CONDITIONS. Borrower acknowledges receipt of a copy of the
Terms and Conditions and agrees to be bound by all provisions thereof.
Lender may change this Agreement or the Terms and Conditions by giving
notice to Borrower as set forth in the Terms and Conditions and Borrower
shall be bound by all such changes. All provisions of the Terms and
Conditions and any amendments and replacements are incorporated herein.
11. GOVERNING LAW. Except to the extent Lender has greater rights or
remedies under federal law, this Agreement and other Loan Documents
shall be governed by and construed and enforced in accordance with the
laws of the State of California without regard to conflicts of law
principles.
12. ARBITRATION. Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in
nature, arising from this Agreement, the other Loan Documents, or
otherwise, including without limitation contract and tort disputes,
shall be arbitrated pursuant to the Rules of the American Arbitration
Association, upon request of either party. No act to take or dispose of
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any collateral securing the U.S. Simply Business Premium Line shall
constitute a waiver of this arbitration agreement or be prohibited by
this arbitration agreement. This includes, without limitation, obtaining
injunctive relief or a temporary restraining order; foreclosing by
notice and sale under any deed of trust or mortgage; obtaining a writ of
attachment or imposition of a receiver, or exercising any rights
relating to personal property, including taking or disposing of such
property with or without judicial process pursuant to Article 9 of the
Uniform Commercial Code. Any disputes, claims or controversies
concerning the lawfulness or reasonableness of any act, or exercise of
any right, concerning any collateral securing the U.S. Simply Business
Premium Line, including any claim to rescind, reform, or otherwise
modify any agreement relating to such collateral, shall also be
arbitrated, provided, however, that no arbitrator shall have the right
or the power to enjoin or restrain any act of any party. Judgment upon
any award rendered by any arbitrator may be entered in any court having
jurisdiction. Nothing in this Agreement shall preclude any party from
seeking equitable relief from a court of competent jurisdiction. The
statute of limitations, estoppel, waiver, laches, and similar doctrines
which would otherwise be applicable in an action brought by a party
shall be applicable in any arbitration proceeding, and the commencement
of an arbitration proceeding shall be deemed commencement of an action
for these purposes. The Federal Arbitration Act shall apply to the
construction, interpretation, and enforcement of this arbitration
provision.
13. SECURITY. All present and future amounts owing to Lender, including
without limitation amounts owing under this Agreement and the other Loan
Documents shall be secured by a security interest in all of Borrower's
now owned and hereafter acquired inventory, equipment, accounts, chattel
paper, documents, instruments and general intangibles and all products
and proceeds thereof ("Collateral"). The Collateral shall at all times
have a fair market value in an amount acceptable to Lender. Borrower
shall from time to time take such actions and execute and deliver to
Lender such security agreements, financing statements and other
documents as Lender may require to grant, preserve, perfect, protect and
continue the validity and priority of Lender's security interests in the
Collateral (collectively, "Security Documents"). Lender's security
interest shall be of a priority acceptable to Lender.
BORROWER ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.
THIS AGREEMENT IS DATED AS OF SEPTEMBER 2, 1997.
BORROWER:
INTEGRAL NETWORKING CORPORATION
BY: /S/ XXXXXX X. XXXX BY: /S/ XXXXXXXX X. XXXXXXX
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XXXXXX X. XXXX, PRESIDENT XXXXXXXX X. XXXXXXX,
CORPORATE SECRETARY
LENDER:
U.S. BANK
BY: /S/ ILLEGIBLE
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AUTHORIZED OFFICER
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