LOAN AGREEMENT
(Revolving)
Agreement, made January 21, 1997 between Xxxx Xxxxxxxxxx residing at
000 Xxxx Xxx, Xxxxxxxx, Xxx Xxxx 00000 (the "Lender") and Compu-Xxxx, Inc. a
Delaware Corporation with offices located at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxx 00000 (the "Borrower").
1. Loan. The Lender shall lend to the Borrower during the term
of this agreement sums of money not to exceed the aggregate amount of Two
Hundred Thousand ($200,000.00) Dollars.
2. The Borrower may borrow sums from the Lender up to the loan
commitment at any time from the date of this agreement to January 21, 1998.
3. Procedure for borrowing. The Borrower may borrow in amounts of not
less than $25,000, and in additional multiples of not less than $25,000, by
giving written notice to the Lender at least ten days before the date the amount
is to be borrowed, which date is hereinafter referred to as the Closing Date,
and by delivering to the Lender on the Closing Date a note in the form of
Exhibit A attached hereto and by complying with the conditions for borrowing
stated in this agreement.
4. Note Provisions. Each note delivered for an amount borrowed shall
bear interest at the rate of 10% per annum and the interest shall be paid
quarterly upon the unpaid principal amount, commencing six (6) months from the
date of issuance. The principal sum of each note shall be due and payable in
eight (8) equal quarterly installments commencing six (6) months from the date
of issuance, and the entire amount shall be payable upon the earlier to occur of
the initial public offering of the Borrower's common stock or thirty (30) months
from the date of issuance.
5. Prepayment. The Borrower may prepay any note in whole or in part,
provided any partial prepayment shall be applied on unpaid installments on the
note in the inverse order of maturity and may not be made in amounts of less
than $5,000.00 or multiples thereof.
6. Default. The Borrower shall be in default if:
(a) It fails to pay any installment of principal or interest on any
note when due or within ten days thereafter;
(b) It becomes insolvent or admits in writing its inability to pay its
debts as they mature; or applies for, consents to, or acquiesces in the
appointment of a trustee or receiver for any of its property; or in the absence
of an application, consent, or acquiescence a trustee or receiver is appointed
for it or a substantial part of its property and is not discharged within 30
days; or it otherwise commits an act of bankruptcy; or any bankruptcy,
reorganization, debt arrangement, or other proceeding under any bankruptcy or
insolvency law, or any dissolution or liquidation proceeding, is instituted by
or against it and if instituted is consented to or acquiesced in by it or
remains for 30 days undismissed;
(c) It defaults in the performance of the terms and conditions of this
agreement and such default continues for 30 days after notice thereof from the
Lender or from the holder of a note;
7. Acceleration. If any of the events listed in paragraph 6(a) occur,
the unpaid installments of the note shall immediately become due and payable.
8. Acceleration at option of lender. If any of the events listed in
paragraph 6(b) or 6(c) occur and shall continue, the Lender may declare the
notes immediately due and payable, at which time all unpaid installments shall
immediately become due and payable. The Lender shall promptly advise the
Borrower in writing of any acceleration under this paragraph, but the failure to
do so shall not impair the effect of a subsequent declaration.
9. Benefit. This agreement shall be binding on the respective
successors and assigns of the Lender and the Borrower and shall inure to the
benefit of the successors and assigns of the Lender.
10. Delay. No delay on the part of the Lender or the holder of any note
in the exercise of any right shall operate as a waiver, nor shall any single or
partial exercise of any right preclude other or additional exercise of any
right.
11. Notices. All notices shall be in writing and shall be addressed to
the respective parties at their principal office, by first class, certified
mail, return receipt requested, postage prepaid.
In witness whereof the parties have caused this agreement to be
executed by their proper officers and by having their seals affixed on the day
and year first above written.
Lender
/s/ Xxxx Xxxxxxxxxx
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XXXX XXXXXXXXXX
Borrower
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COMPU-XXXX, INC.
/s/ Xxxx X. Xxx
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XXXX X. XXX, President
