EXHIBIT 10(o)
LOAN AGREEMENT
It is hereby agreed that effective the date set forth below,
XxxxxXxxxx.xxx, Inc., a Delaware Corporation whose principal office is
located at 0000 Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, hereinafter
referred to as the "Borrower", and Xxxxxxx X. XxXxxxx and his assigns, heirs,
executors and administrators, hereinafter referred to as the "Lender", that
Borrower will borrow from Lender and Lender will lend to Borrower, pursuant
to the following terms, conditions and provisions:
1. AMOUNT: The Original principal sum of the Loan shall be One
Hundred Fifty Thousand Dollars and no/100 Cents ($150,000.00)
2. TERM OF LOAN: This loan is payable on demand, but if no demand,
then on or before January 9, 2000, in one installment of principal
and accrued interest.
3. INTEREST RATE: This Loan shall bear interest at the rate of 1.0%
per cent per month prior to maturity. Upon maturity, however, the
Loan shall bear interest at the highest rate provided by law.
Interest shall be computed on a 365 day calendar year or monthly
computation based on actual days during the calendar month.
Interest shall be compounded monthly as it accrues. Provided,
there is no intention or agreement to charge usurious interest,
and any usurious interest shall be rebated to the Borrower upon
determination of the highest amount of interest provided by law.
4. COSTS: Borrower shall pay all reasonable costs incurred by Lender
incident to this Loan, including filing fees with Government
agencies or offices, delivery charges, copy charges and attorneys
fees for the preparation of the Loan documents.
5. DEFAULT: On default in the payment of this Loan or in the
performance of any obligation in any instrument securing or
collateral to it, this Loan and all obligations in all instruments
securing or collateral to it shall become immediately due at the
election of Lender. Borrower and each surety, endorser, and
guarantor waive all demands for payment, presentations for
payment, notices of intention to accelerate maturity, notice of
acceleration of maturity, protests, and notices of protest. This
Loan is not to be deemed a purchase of the Receivable.
6. MISCELLANEOUS:
a. NOTICES. Except as otherwise provided, any notices or other
communications required or permitted to be given pursuant to this
Loan Agreement shall be in writing and shall be considered as
properly given if mailed by first-class United States mail
properly addressed, postage prepaid, registered or certified, with
return receipt requested, or by prepaid telegram or by facsimile
transmission if receipt is acknowledged by the addressee. Notice
so mailed shall be effective upon the expiration of three business
days after its deposit. Notice given in any other manner shall be
effective only if and when received by the addressee. For purposes
of notice, the address of each party shall be the address set
forth above; provided, however, that each party shall have the
right to change his respective address for notices hereunder to
another location(s) within the continental United States by giving
30 days' written notice to the other party in the manner set forth
hereinabove.
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b. APPLICABLE LAW. This Agreement, and the obligations of the parties
hereunder, shall be governed by and construed and enforced in
accordance with the laws of the State of Texas and the substantive
laws of the United States of America.
c. BINDING EFFECT. This Loan Agreement and the terms, provisions and
conditions hereof, shall be binding upon and shall inure to the
benefit of the parties, their respective legal representatives,
heirs, successors and assigns; provided, however, that nothing
contained herein shall negate or diminish the restrictions set
forth in this Loan Agreement. This Agreement shall not be for the
benefit of any third party who is not a signatory hereof or
assignee by written instrument.
d. ENTIRE AGREEMENT. This Loan Agreement contains the entire
agreement between the parties hereto relating to the subject
matter hereof and all prior agreements relative hereto which are
not contained herein are terminated, cancelled or superseded. THIS
WRITTEN LOAN AGREEMENT AND ALL DOCUMENTS EXECUTED IN CONNECTION
HEREWITH OR CONTEMPLATED HEREBY REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
e. AMENDMENT. This Loan Agreement may be modified or changed, subject
to the other provisions of this Loan Agreement, only by setting
same forth in a written instrument executed by all parties. Any
such amendments, variations, modifications or changes shall not be
effective and binding upon the parties until such written
instrument is executed by all parties hereto, or their
successors-in-interest.
f. COUNTERPART ORIGINALS. This Loan Agreement may be executed in
several counterparts, each of which shall be deemed in original,
but all of which shall constitute one and the same instrument. In
addition, this Loan Agreement may contain more than one
counterpart of the Signature Page and this Loan Agreement may be
executed by affixing the signatures of each of the parties to one
of such counterpart Signature Pages; all of such counterpart
Signature Pages shall be read as though one, and they shall have
the same force and effect as though all signers had signed a
single Signature Page.
g. SEVERABILITY. This Loan Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any
provision of this Loan Agreement or the application thereof to any
person or circumstances shall, for any reason and to any extent,
be invalid or unenforceable, the remainder of this Loan Agreement
and the application of such provision to the other persons or
circumstances shall not be effected thereby, but rather shall be
enforced to the greatest extent permitted by law.
h. TIME OF THE ESSENCE. Time is of the essence of this Loan
Agreement.
i. WAIVER. Any waiver as to any of the terms or conditions of this
Loan Agreement shall not operate as a future waiver of the same
terms and conditions or prevent the future enforcement of any of
the terms and conditions hereof.
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j. CAPTIONS. Captions and headings of sections, paragraphs of
subparagraphs of this Loan Agreement are solely for the
convenience of the parties and are not a part of this Loan
Agreement, and shall not be used in the interpretation of
determination of the conditions of this Loan Agreement or any
provision hereof.
k. EXECUTION OF ADDITIONAL DOCUMENTS. The Loan will be evidenced by a
Promissory Note in form satisfactory to Counsel for Lender,
bearing usual clauses for default and attorneys fees. Each party
hereto agrees to execute, within ten days after notice, such other
documents, instruments or written evidence of conveyance or
assignment as shall be reasonably required or appropriate to
perfect or evidence any conveyance or assignment of any asset or
instrument conveyed or assigned herein.
l. ATTORNEYS FEES. In the event of a dispute or breach or default
hereunder, which result in the commencement or judicial litigation
or commercial arbitration, the successful party shall be entitled
to receive from the unsuccessful party, any and all reasonable
attorneys fees, court costs and expenses incurred by the
successful party.
EXECUTED at Houston, Texas, this December 9, 1999.
BORROWER LENDER
XxxxxXxxxx.xxx, Inc. Xxxxxxx X. XxXxxxx
By:
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Name:
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Title:
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Date:
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