Exhibit 99.1
REVOLVING LOAN AGREEMENT
THIS REVOLVING LOAN AGREEMENT (as the same may be amended from time to
time, this "Agreement") is made and entered into as of this November 10, 2005,
by and among One Link 4 Travel, Inc., a Delaware corporation ("OneLink"),
Reservation Center, Inc., a California corporation and wholly-owned subsidiary
of OneLink ("Borrower"), and Xxxxxxxxx Family, L.L.C., an Oklahoma limited
liability company ("Lender").
RECITALS
WHEREAS, Borrower desires to borrow up to Five Hundred Thousand Dollars
($500,000) from Lender on a revolving basis; and
WHEREAS, Lender has agreed to make a revolving loan to Borrower in the
principal amount of up to Five Hundred Thousand Dollars ($500,000) for a period
of one year in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Definitions. The following capitalized terms shall have the meanings
ascribed to them when used in this agreement:
"Accounts Receivable Report" shall have the meaning given to such term in
Section 3(a) of this Agreement.
"Advance" or "Advances" is a loan advance (or advances) made to Borrower
under this Agreement.
"Agreement" shall mean this Revolving Loan Agreement, as the same may be
amended from time to time.
"Borrower" means Reservation Center, Inc., a California corporation.
"Borrowing Base" is 60% of all Qualified Accounts Receivable, as determined
by Lender from Borrower's most recent Accounts Receivable Report.
"Business Day" is a day other than a Saturday, a Sunday or any other day on
which commercial lenders in the United States are required by law to close.
"Committed Revolving Line" is a Credit Extension of up to $500,000.
"Credit Extension" is each Advance or any other extension of credit by
Lender for the benefit of Borrower.
"Event of Default" shall have the meaning given to such term in Section 6
of this Agreement.
"Junior Creditor Documents" shall have the meaning given to such term in
the Subordination Agreement.
"Lender" means Xxxxxxxxx Family, L.L.C., an Oklahoma limited liability
company.
"Maturity Date" is the first anniversary of the date of this Agreement.
"OneLink" means One Link 4 Travel, Inc., a Delaware corporation.
"Prime Rate" is the prime lending rate as announced by the Bank of New York
from time to time.
"Promissory Note" shall have the meaning given to such term in Section 2(d)
of this Agreement.
"Qualified Accounts Receivable" are all accounts receivable of Borrower (as
such accounts receivable may change from time to time in the ordinary course of
Borrower's business), other than: (i) all accounts receivable that are ninety
(90) days or more past due, and (ii) all accounts receivable from any account
debtor of Borrower having one or more accounts payable to Borrower included
within the preceding clause (i).
"Securities" shall have the meaning given to such term in Section 7(b)(1)
of this Agreement.
"Securities Act" shall have the meaning given to such term in Section
7(b)(1) of this Agreement.
"Security Agreement" shall have the meaning given to such term in Section 4
of this Agreement.
"Subordination Agreement" shall have the meaning given to such term in
Section 5(b) of this Agreement.
"Warrant" shall have the meaning given to such term in Section 7(a) of this
Agreement.
"Warrant Shares" shall have the meaning given to such term in Section 7(a)
of this Agreement.
2. Amount and Terms of the Loan.
(a) Advances.
(1) Lender will make Advances to Borrower from time to time in an
aggregate amount outstanding at any one time not exceeding the Committed
Revolving Line or the Borrowing Base, whichever is less. Amounts borrowed
under this Section 2 may be repaid and reborrowed during the term of this
Agreement.
(2) Borrower shall give Lender written notice of any request for
borrowing hereunder at least three (3) Business Days' prior to a proposed
borrowing date. Each such request shall be executed by the chief executive
officer, the chief financial officer or the principal accounting officer of
Borrower, shall state
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the amount of the Advance requested, and shall be accompanied by such
information and documentation as Lender may deem reasonably necessary to
determine whether the proposed borrowing will comply with the limitations
in Section 2(a)(1) above. Not later than 1:00 p.m. (Pacific time) on the
borrowing date specified in such request, Lender shall make the requested
Advance available to Borrower in immediately available funds.
(3) The Committed Revolving Line shall terminate on the Maturity Date,
whereupon all Advances then outstanding (together with all interest accrued
thereon) shall become immediately due and payable.
(b) Line of Credit Payoff as Initial Advance. The parties acknowledge that
Borrower maintains a line of credit with City National Bank, and that advances
to Borrower of approximately $100,000 are presently outstanding thereunder.
Concurrently with the execution of this Agreement, Borrower shall request that
City National Bank provide a payoff statement on such line of credit directly to
Lender. Promptly upon Lender's receipt of such payoff statement, Lender shall
pay to City National Bank the payoff amount specified in such payoff statement
and such payoff amount shall be treated as the initial Advance made to Borrower
under this Agreement. Until such time as such payoff amount is made to City
National Bank, Borrower shall not request, and Lender shall not be obligated to
make, any Advances under this Agreement.
(c) Overadvances. If at any time the aggregate amount of Advances
outstanding exceeds the lesser of either (i) the Committed Revolving Line or
(ii) the Borrowing Base, Borrower shall immediately pay in cash to Lender the
excess.
(d) Interest Rate. Advances outstanding shall accrue interest at a per
annum rate of one (1.0) percentage point above the Prime Rate. After the
occurrence and during the continuation of an Event of Default, Obligations
accrue interest at eight (8.0) percentage points above the Prime Rate. The rate
at which interest accrues on Advances shall increase or decrease as the Prime
Rate changes. Interest is computed on the basis of a 360 day year. Accrued
interest on Advances shall be payable on the first Business Day of each month.
(e) Promissory Note. Concurrently herewith, Borrower is executing and
delivering to Lender a promissory note in the form attached hereto as Exhibit 1
(the "Promissory Note"). All Advances shall be evidenced by the Promissory Note.
The Lender shall record Advances and principal payments thereon on Exhibit A to
the Promissory Note, and the Lender's record thereof shall be conclusive absent
manifest error. Notwithstanding the foregoing, the failure to make a notation or
an error in making a notation with respect to any Advance or any payment shall
not limit or otherwise affect the obligations of Borrower to the Lender with
respect to any Advances or the interest accrued thereon.
3. Borrowing Base Covenants.
(a) Accounts Receivable Report. From and after the date hereof and until
the Maturity Date, Borrower shall provide to Lender a weekly report of its
account receivable balances in such form as may be reasonably acceptable to
Lender (each such report, an "Accounts Receivable Report").
(b) Audit Rights. Lender shall have the right, upon five (5) Business Days'
prior notice, to audit Borrower's records relating to its accounts receivable.
Borrower shall allow Lender reasonable access to such records during normal
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business hours for the purpose of permitting Lender to substantiate Borrower's
account receivable balances. Further, Borrower shall permit Lender to contact
Borrower's account debtors to the extent reasonably necessary to permit Lender
to substantiate Borrower's account receivable balances.
4. Security. Concurrently with the execution and delivery of this
Agreement, Borrower shall execute and deliver to Lender a Security Agreement
securing the performance of Borrower's obligations under this Agreement and the
Promissory Note with 100% of the accounts receivable of Borrower in the form
attached hereto as Exhibit 2 (as the same may be amended from time to time, the
"Security Agreement").
5. Conditions Precedent to the Making of Advances. The obligation of Lender
to make Advances under this Agreement is subject to the satisfaction (or written
waiver by Lender) of the following conditions precedent:
(a) Performance of Obligations. Borrower shall have performed and complied
with all agreements and conditions contained herein, including, without
limitation, those agreements and conditions specified in Section 2(b), required
to be performed or complied with by it prior to or at the disbursement of each
Advance.
(b) Subordination Agreement. Lender, Borrower and OurLink, LLC, a Texas
limited liability company, shall have entered into a Subordination Agreement in
the form of Exhibit 3 hereto (as the same may be amended from time to time, the
"Subordination Agreement"), and such Subordination Agreement shall continue to
be in full force and effect.
6. Event of Default.
(a) Default Events. Any of the following shall constitute a default ("Event
of Default") under this Agreement:
(1) Borrower shall fail to pay when due any amounts owing to Lender
under this Agreement, and such failure unless otherwise cured shall have
continued for a period of five (5) calendar days after receipt of notice
from Lender;
(2) Borrower shall fail to perform, keep or observe any covenant set
forth in this Agreement or the Security Agreement, and such failure unless
otherwise cured shall have continued for a period of fifteen (15) calendar
days after receipt of notice thereof from Lender; and
(3) The occurrence of a "Default" or an "Event of Default" under the
Junior Creditor Documents.
(b) Remedies of Lender upon Event of Default. If an Event of Default shall
occur, all Advances then outstanding (together with all interest accrued
thereon) shall become immediately due and payable without presentment demand,
protest or further notice of any kind, all of which are hereby expressly waived
by Borrower, and an action therefor shall immediately accrue.
7. Warrant.
(a) Warrant. As an inducement to Lender to enter into this Agreement and
make Advances to Borrower, OneLink shall execute and deliver to Lender within
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two (2) Business Days following the date of this Agreement, a warrant of
five-year duration to purchase Five Hundred Thousand (500,000) shares of
OneLink's common stock (the "Warrant Shares") at $1.00 per share, which shall be
immediately exercisable as to 250,000 Warrant Shares and shall become
exercisable as to the remaining 250,000 only upon the occurrence of an Event of
Default, in the form of Exhibit 4 hereto (the "Warrant").
(b) Investment Representations. Lender represents and warrants to OneLink
as of the date hereof, and shall represent and warrant to OneLink upon exercise
of the Warrant in whole or in part, as follows:
(1) Investment Intent. This Agreement is made with Lender in reliance
upon Lender's representation to OneLink, evidenced by Lender's execution of
this Agreement, that Lender will acquire or is acquiring the Warrant and
the Warrant Shares (together, the "Securities") for investment for Lender's
own account, not as nominee or agent, for investment and not with a view
to, or for resale in connection with, any distribution or public offering
thereof within the meaning of the Securities Act of 1933 and the rules
promulgated thereunder, as amended (the "Securities Act"), or the laws of
the State of California.
(2) Not Registered. Lender understands and acknowledges that none of
the Securities will be registered under the Securities Act or qualified
under the laws of the State of California on the grounds that the offering
and sale of Securities contemplated by this Agreement are exempt from
registration under the Securities Act and exempt from qualification
pursuant to section 25102(f) and/or 25102.1(d) of the California
Corporations Code, and that OneLink's reliance upon such exemptions is
predicated upon Lender's relationship with Company and Lender's
representations set forth in this Agreement. Lender acknowledges and
understands that resale of the Securities may be restricted indefinitely
unless the Securities are subsequently registered under the Securities Act,
pursuant to the exercise of the registration rights provided under Section
8 of this Agreement or otherwise, and qualified under the laws of the State
of California or an exemption from such registration and such qualification
is available.
(3) No Transfer. Lender covenants that in no event will it dispose of
the Securities other than in conjunction with an effective registration
statement for the Securities under the Securities Act or pursuant to an
exemption therefrom, or in compliance with Rule 144 promulgated under the
Securities Act or to an entity affiliated with Lender, and other than in
compliance with the applicable securities regulation laws of any state.
(4) Accredited Investor. Lender is an "accredited investor" within the
meaning of Rule 501 of Regulation D of the Securities and Exchange
Commission as currently in effect.
(5) Knowledge and Experience. Lender: (i) has such knowledge and
experience in financial and business matters as to be capable of evaluating
the merits and risks of Lender's prospective investment in the Securities;
(ii) has the ability to bear the economic risks of its prospective
investment; and (iii) has not been offered any of the Securities by any
form of advertisement, article, notice or other communication published in
any newspaper, magazine, or similar media or broadcast over television or
radio, or any seminar or meeting whose attendees have been invited by any
such media.
8. Registration Rights.
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(a) Notice of Registration. If, at any time or from time to time, OneLink
shall determine to register any of its securities, either for its own account or
the account of a security holder or holders, other than (i) a registration
relating solely to employee benefit plans (e.g., a registration statement on
Form S-8), or (ii) a registration relating solely to a reclassification of
securities, merger, consolidation or other similar transaction (e.g., a
registration statement on Form S-4), OneLink shall:
(1) promptly give to Lender written notice thereof; and
(2) include in such registration (and any related qualification under
blue sky laws or other compliance), and in any underwriting involved
therein, all the Warrant Shares specified in a written request or requests,
made within twenty (20) days after receipt of such written notice from
OneLink, that are held or will be held by Lender at the time the
registration statement is to be filed (as specified in the written notice).
(b) Underwriting. If the registration of which OneLink gives notice is for
a registered public offering involving an underwriting, OneLink shall so advise
Lender as a part of the written notice given pursuant to Section 8(a)(1). In
such event the right of Lender to registration pursuant to Section 8(a) shall be
conditioned upon Lender's participation in such underwriting to the extent
provided herein. If Lender proposes to distribute its securities through such
underwriting, he shall (together with OneLink and the other holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by OneLink. Notwithstanding any other provision of this Section 8(b), if the
managing underwriter determines that marketing factors require limitation of the
number of shares to be underwritten, the managing underwriter may limit the
Warrant Shares to be included in such registration. OneLink shall so advise
Lender and other holders distributing their securities through such underwriting
and the number of shares of securities that may be included in the registration
and underwriting (other than on behalf of OneLink or on behalf of holders of
securities with registration rights senior to those of Lender) shall be
allocated among Lender and such other holders (provided that such other holders
have contractual rights to participate in such registration which are not
subordinate to Lender) in proportion, as nearly as practicable, to the
respective amounts of securities requested to be included in such registration
by Lender and such other holders. To facilitate the allocation of securities in
accordance with the above provisions, OneLink may round the number of securities
allocated to Lender or any other holder to the nearest 100 shares. If Lender
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to OneLink and the managing underwriter. Any
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration, and shall not be transferred in a public distribution prior
to ninety (90) days after the effective date of the registration statement
relating thereto, or such other shorter period of time as the underwriters may
require.
(c) Expenses of Registration. For purposes of this Agreement, "Registration
Expenses" means all expenses, except as otherwise stated in subsections 8(c)(1)
and (2) below, incurred by OneLink in complying with this Section 8, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for OneLink, blue sky
fees and expenses, the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees of
OneLink which shall be paid in any event by OneLink). All Registration Expenses
shall be borne by OneLink, except as follows:
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(1) OneLink shall not be required to pay fees or disbursements of
Lender's legal counsel.
(2) OneLink shall not be required to pay underwriters' fees, discounts
or commissions relating to the Warrant Shares.
9. Miscellaneous.
(a) Entire Agreement and Modification. This Agreement together with the
exhibits attached hereto, the Note, the Security Agreement, the Subordination
Agreement and the Warrant constitute and contain the entire agreement of the
parties and supersede any and all prior negotiations, correspondence,
understandings and agreements between the parties respecting the subject matter
hereof. This Agreement may only be amended by a written instrument signed by the
parties hereto.
(b) Assignment. No party hereto may assign, in whole or in part, any of its
rights or obligations under this Agreement, unless such assignment is expressly
consented to in writing by the other parties hereto.
(c) Governing Law; Jurisdiction and Venue. This Agreement and all actions
arising out of or in connection with this Agreement shall be governed by and
construed in accordance with the laws of the State of Oklahoma, without regard
to the conflicts of law provisions of the State of Oklahoma or of any other
state. In connection with any such action, each of OneLink and Borrower consents
to the exclusive jurisdiction and venue of any court of appropriate subject
matter jurisdiction located in the State of Oklahoma (an "Oklahoma Court"). Each
of OneLink and Borrower consents to the enforcement in any court of appropriate
subject matter jurisdiction located in the State of California of any judgment
arising out of or in connection with this Agreement that may be obtained against
it in an Oklahoma Court.
(d) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon personal delivery, facsimile transmission
(with written or facsimile confirmation of receipt), telex or delivery by a
reputable overnight commercial delivery service (delivery, postage or freight
charges prepaid), or on the fourth day following deposit in the United States
mail (if sent by registered or certified mail, return receipt requested,
delivery, postage or freight charges prepaid), addressed to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If to Lender: Xxxxxxxxx Family, L.L.C.
0000 X.X., 00xx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
If to OneLink: One Link 4 Travel, Inc.
One Market Plaza
Spear Street Tower, 36th Floor
Xxx Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
with a copy to:
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Xxxxxxx Xxxxxxxx Xxxxx & Stikker LLP
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Borrower: Reservation Center, Inc.
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
with a copy to:
Xxxxxxx Xxxxxxxx Xxxxx & Stikker LLP
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(e) Validity. If any provision of this Agreement shall be judicially
determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(f) Expenses. Each of the parties hereto shall bear its respective expenses
and legal fees incurred with respect to this Agreement and the transactions
contemplated hereby; provided, however, that OneLink and Borrower shall
reimburse Lender an amount up to $1,000 for the documented legal fees reasonably
incurred by Lender with respect to this Agreement and the transactions
contemplated hereby.
(g) Counterparts. This Agreement may be executed by one or more of the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
agreement and shall become effective when all counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date and year first written above.
LENDER: ONELINK:
Xxxxxxxxx Family, L.L.C, One Link 4 Travel, Inc.,
an Oklahoma limited liability company a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxx By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx, CEO
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BORROWER:
Reservation Center, Inc.,
a California corporation
By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx, VP and CFO
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EXHIBIT 1
FORM OF PROMISSORY NOTE
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EXHIBIT 2
FORM OF SECURITY AGREEMENT
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EXHIBIT 3
FORM OF SUBORDINATION AGREEMENT
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EXHIBIT 4
FORM OF WARRANT
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