LINE OF CREDIT AGREEMENT BETWEEN CENTURY FINANCIAL GROUP, INC. AND FIRST
INDEPENDENT COMPUTERS, INC.
In consideration of the agreement of Century Financial Group, Inc., a
Delaware Corporation ('CFG'), to grant to First Independent Computers, Inc., a
Texas Corporation ('FICI'), a line of credit ('Line of Credit'); in
consideration of the advances of principal CFG may make to FICI thereunder
('Advances'); and in consideration of FICI's agreement to repay the Advances
pursuant to the terms set forth below, the parties agree as follows:
1 LINE OF CREDIT. The maximum amount of the Line of Credit from CFG to
FICI will be a total of Seven Hundred Thousand Dollars ($700,000.00), and at no
time will CFG be required to make an Advance to FICI if, as a result, the
aggregate outstanding principal amount of the Advances would exceed that amount.
Subject to the foregoing, FICI may obtain an Advance from time to time as
provided in Section 2 below.
2. ADVANCES. Advances will be made either through disbursements by CFG
to FICl, by check or wire transfer, or through disbursement by CFG directly to
FICI's vendor(s), upon that party's instructions. If for any reason whatsoever,
CFG makes an Advance to FICI, which, in total, exceeds the maximum amount of the
line of Credit, FICI will repay the excess based upon the repayment schedule set
forth in Section 8 below, together with interest at the daily Periodic Rate
applicable to the line of Credit from time to time.
3. SECURITY STATEMENTS. The parties hereby agree that the line of
Credit shall be unsecured.
At Monthly Intervals ('Billing Cycle') as determined by CFG, CFG will
send FICI a statement ('Billing Statement') which will show Advances made to
FICI, the FINANCE CHARGE then accrued and unpaid, and other charges, payments
and credits to the Account. The Billing Statement will also show the credit
available under the line of Credit as of its closing date. CFG need not send
FICI a Billing Statement for any Billing Cycle in which no FINANCE CHARGE is
imposed or if FICI's Account has a debit or credit balance of one dollar or
less.
4. FINANCE CHARGE. FICI agrees to pay CFG for each Billing Cycle as of
the closing date shown on a Billing Statement a FINANCE CHARGE on the Daily
Periodic Rate (as described in Section 5). The total FINANCE CHARGE for each
Billing Cycle will be equal to the sum total of the FINANCE CHARGES for each day
during the Billing Cycle. CFG will compute the FINANCE CHARGE for each day
during the Billing Cycle by multiplying the Daily Periodic Rate times the Daily
Balance (including current transactions) of the Account at the end of each day
during the Billing Cycle. CFG will compute the 'Daily Balance' by taking the
balance of the Account (not including any FINANCE CHARGE accrued during that
same Billing Cycle) at the beginning of each day during the. Biliing Cycle,
adding any new Advances or charges, and subtracting any payments or credits.
This will give the Daily Balance. FICI understands that under this method of
calculating the Daily Balance, the FINANCE CHARGE will begin to accrue on each
Advance or charge on the day it is made. There will be no Billing Cycle in which
an Advance may be paid without accruing a FINANCE CHARGE.
5. ANNUAL PERCENTAGE RATE AND DAILY PERIODIC RATE. The ANNUAL
PERCENTAGE RATE and the DAILY PERIODIC RATE for the line of Credit will be a
fixed interest rate. The Daily Periodic Rate for the Account is .0000000%, which
corresponds to an ANNUAL PERCENTAGE RATE of ten percent (10.00%).
6. EXCESS FINANCE CHARGE. If for any reason whatsoever, the FINANCE
CHARGE applicable to the line of Credit for any Billing Cycle exceeds any
maximum interest rate then allowed by law, CFG will not charge FICI, and FICI
will not pay the excess. However, CFG may add the excess to the FINANCE CHARGE
due from FICI in any subsequent Billing Cycle(s), and FICI will pay CFG the
excess, to the extent that as a result of doing so the FINANCE CHARGE for such
Billing Cycle(s) would not exceed any maximum interest rate then allowed by law.
FICI understands that the excess may be spread by CFG over any number of Billing
Cycles.
7. DRAW PERIOD. FICI can obtain Advances for one year (the 'Draw
Period'). The Draw Period may be extended from year to year, upon the request of
FICI, but at the sole discretion of CFG.
8. MINIMUM PERIODIC PAYMENTS FICI will pay CFG for each Billing Cycle a
minimum payment. The minimum payment will consist of an amount equal to any
accrued and unpaid FINANCE CHARGE as applicable, as of the closing date of each
Billing Cycle. In addition to the foregoing, FICI will, on the anniversary date
of the line of Credit, repay the entire amount outstanding, including principal,
unpaid interest and any other unpaid charges, unless the line of Credit is
extended for an additional year by the parties per Section 7, above. Upon the
termination of the final term, FICI will repay the entire amount outstanding,
including all outstanding principal, unpaid interest and any other unpaid
charges.
9. CREDITING OF PAYMENTS. CFG will apply each payment from FICI first
to any costs, expenses and indemnities due to it; then to any FINANCE CHARGE;
and then, to the outstanding principal amount of the Advances.
10. MANNER OF MAKING PAYMENTS. FICI will make all payments to CFG under
this Agreement at X.X. Xxx 000, Xxxxxxxxxx, XX 00000 or at such other place as
CFG may notify FICI in writing. Except for payments due on demand or on
termination as provided in this Agreement, FICI will make all payments by the
payment due date stated in each Billing Statement.
11. LATE CHARGE. If FICI fails to pay the minimum payment as provided
in Section 8 above, within ten (10) days of the date when it is due, FICI will
pay CFG a late charge (one time only for each such amount) equal to the greater
of five dollars ($5.00) or five percent (5%) of the portion of the minimum
payment due which FICI does not pay (with a maximum of $1 00.00).
12. PREPAYMENT OR ADVANCES. FICI may prepay the principal amount of the
Advances at any time without penalty, subject to prior payment to CFG of all
FINANCE CHARGES due, fees, costs, indemnities and other non-principal amounts
then due to CFG.
13. EVENTS OF DEFAULT. Each of the following shall constitute an 'Event
of Default' for the purposes of this Agreement;
(a) If FICI fails to make any payment under this Agreement when due
(whether at stated maturity or upon acceleration or termination of this
Agreement).
(b) If FICI fails for any reason whatsoever, whether within or beyond
its control, to comply with any other obligation under this Agreement.
(c) If any Warranty or representational statement made or furnished by
FICI to CFG in connection with this Agreement proves to have been false or
misleading when made or furnished in any material respect.
(d) If a judgment or tax lien should be filed against FICI or any of
its property, or an attachment or garnishment shall be issued against any of its
property rights.
(e) If FICI should be unable to pay its debts as they come due, become
insolvent, make an assignment for the benefit of any of its creditors or file a
petition in any bankruptcy or similar proceeding, or if any such petition shall
he filed or proceeding commenced against it, or if any trustee or receiver shall
be named for FICI or any of its property.
If an Event of Default shall have occurred and be continuing, CFG need
not make any further Advances to FICI. In addition, CFG may also, in its sole
discretion, by a writing sent to FICI at its address for notices under this
Agreement, demand immediate repayment from FICI of the outstanding principal
amount of the Advances, together with any accrued and unpaid FINANCE CHARGES,
and other amounts owed to CFG under this Agreement. FICI waives all other
protest, demand, presentment or notice whatsoever. CFG may also take such action
as it may deem appropriate to exercise any other rights available to it tinder
this Agreement or at law, all of which are cumulative. If CFG should engage an
attorney to represent it in collecting any amounts due from FICI, FICI will pay
CFG, upon demand, the expenses and reasonable fees of the attorney, together
with any other costs CFG may incur in collecting any amounts due from FICI. Any
amount which is due to CFG under this paragraph (including without limitation
any principal or FINANCE CHARGE), and which FICI does not pay CFG on demand will
bear interest, from the date of demand until FICI makes payment in full at the
highest rate then permitted by applicable law, but if no such rate shall then
exist, at the highest rate currently permitted by applicable law, or If no such
rate currently exists, at the per annum rate of eighteen (18.0%) percent.
14. NOTICE; CHANGE OF ADDRESS. FICI will send any notices to CFG under
this Agreement, to the address set forth above, unless CFG notifies FICI
otherwise in writing. In the absence of written notice from FICI notifying CFG
that it has changed its address, CFG may send all the Billing Statements and
notices to FICI under this Agreement to 0000 X. 0xx, Xxxxxxx, XX 00000
15. ASSIGNABILITY. FICI understands that it cannot assign to anyone its
rights under this Agreement, nor delegate any of its obligations, without CFG's
prior written consent, which CFG may grant or withhold in its sole
discretion. If FICI tries to do so without CFG's prior written consent, the
assignment or delegation will not be enforceable against CFG, and FICI will have
committed an Event of Default. CFG may assign any of its rights and delegate any
of its obligations under this Agreement without consent and without prior notice
to FICI. In Connection and with any such assignment or delegation, CFG may
provide to the other party or parties involved any information it may have
regarding FICI or the Line of Credit.
16. WAIVER. CFG may accept late payments or partial payments, even
though marked 'payment in full,' without waiving any of its rights under this
Agreement. No failure or delay by CFG in the exercise of any right shall operate
as a waiver. No change or modification to the terms of this Agreement shall bind
the parties absent CFG's written consent.
17. APPLICABLE LAW. This Agreement is governed by Florida law, except
that federal law shall apply to the extent it permits the parties to charge a
higher interest rate. Each provision of this Agreement shall be interpreted so
as to be effective and valid under Florida law, but if any provision is, or
becomes, prohibited under Florida law, that provision shall be valid or
enforceable to the fullest extent permitted by law, and the invalidity shall not
affect the remaining provisions of this Agreement,
18. OTHER TAXES. If any taxes other than federal or Florida income or
franchise taxes based on CFG's net income should at any time apply to payments
from FICI to CFG in respect to the line of Credit or this Agreement (including
taxes such as the Florida documentary excise tax), FICI will be responsible for
the same and will reimburse CFG immediately upon demand for any amounts
(including any penalty or interest) CFG pays in connection therewith, together
with interest on such amounts until paid to CFG in full at the interest rate
applicable to the line of Credit from time to time. CFG may instead, in its sole
discretion, treat any such amount due by FICI under this paragraph as an Advance
to FICI under the line of Credit.
19. MISCELLANEOUS. This Agreement shall bind FICI and its assigns,
successors, and heirs. Time is of the essence to the provisions of this
Agreement. FICI agrees that CFG may bring any litigation arising in connection
with this Agreement before any federal or state court in Broward County,
Florida, without prejudice to its right to bring such litigation before any
other competent court wherever located.
20. DELAY OF ENFORCEMENT. CFG can delay enforcing any of its rights
under this Agreement without losing them. For example: CFG can extend the time
for making some payments without extending others. CFG shall be required to give
FICI 12-days written notice before it enforces any right.
21. FINANCIAL DISCLOSURE. CFG may request that FICI complete and
deliver to CFG no later than each anniversary date of this Line of Credit an
updated annual financial information disclosure form provided by CFG. Upon
request from time to time, FICI further agrees to update the information it has
given CFG in connection with FICI's application for the line of Credit and
provide such additional information regarding its financial condition and
business as CFG may request.
22. RIGHT OF SET-OFF. FICI hereby authorizes CFG, to the fullest extent
permitted by law, to set-off and apply any and all sums (general or special,
time or demand, provisional or final) at any time held, and other indebtedness
at any time owing, by CFG to or for FICI's credit or account against any and all
Advances, together with a FINANCE CHARGE due and other amounts owing to CFG
under this Agreement. This right of set-off is in addition to any other right or
remedies which CFG may have.
23. COPY RECEIVED. By signing below, the parties agree to the terms of
this Agreement and acknowledge receipt of a fully completed copy of this
Agreement.
THE UNDERSIGNED, each with the authority to act on behalf of their
respective corporations, hereby execute this Agreement this 31st day of October,
1998.
CENTURY FINANCIAL GROUP, INC.
By:
Xxxxxxx X. Xxxxx, President
FIRST INDEPENDENT COMPUTERS, INC.
By:
Xxxxxxx X. Xxxxx, President
