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EXHIBIT 10.7(f)
LOAN AGREEMENT
THIS LOAN AGREEMENT made and entered as of this 3rd day of February, 1998
by and between CALL NOW, INC. (hereinafter referred to as the "Lender") having
the address, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, XX 00000; and COMPRESSENT
CORPORATION (hereinafter referred to as the "Company") having the address of
0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000.
WITNESSETH
WHEREAS, Company has requested the Lender to lend to Company at any time
and from time to time, subject to the terms herein, up to the sum of
$10,000,000, solely for business purposes as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants of the parties
hereto, and for other good and valuable consideration, the parties hereto agree
as follows:
SECTION 1. COMMITMENT AND CONDITIONS
1.1 COMMITMENT. Subject to the terms and conditions of this Agreement,
the Lender agrees to loan up to the aggregate principal amount of $10,000,000
(the "Commitment Agreement"), on such dates on or before July 31, 1998 as the
Company may request from time to time prior to such date.
1.2 CONDITIONS. Notwithstanding any other provision of this Agreement,
any new loan hereunder need not be made if the conditions precedent to the
making of the loans specified in Section 2 herein have not been satisfied in
full.
1.3 NOTE. Each advance hereunder shall be noted by Lender on the
promissory note (hereinafter referred to as the "Company Note") substantially
in the form set forth in Exhibit A.
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1.4 MANDATORY PREPAYMENT.
(a) The Company, without further notice or demand, shall promptly
pay to the Lender as a prepayment of the loans the net proceeds (after
deduction of reasonable offering expenses) of the sale of any securities it
receives, which proceeds are expected to be received pursuant to private
placement. Once the Company has received proceeds from the sale of securities,
the Commitment Agreement shall be reduced and the obligation of Lender to make
any further loans hereunder shall be reduced to the extent of such proceeds.
1.5 INTEREST. Interest will accrue on the principal amount
outstanding from time to time under the Loan, computed on a daily basis, based
upon a 360-day year, at the rate of 15% per annum. In no event shall interest
be due at a rate in excess of the highest lawful rate. It is not the intention
of the parties hereto to make any agreement which shall be violative of the
applicable laws relating to usury. In no event shall Company pay or Lender
accept or charge any interest which, together with any other charges upon the
principal or any portion thereof, shall exceed the maximum lawful rate. Should
any provision of this Agreement, or any existing or further notes or any other
agreements between the parties be construed to require the payment of interest
which, together with any other charges upon the principal, or any portion
thereof, exceed such maximum lawful rate of interest, then any such excess
shall be and is hereby expressly waived, and shall be credited to the
outstanding principal balance.
1.6 COMMITMENT FEE. Company shall pay Lender commitment fee of
$400,000 within thirty (30) days after the first loan pursuant to this
agreement or on such other schedule as the parties agree.
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1.7 Stock Purchase Warrant. Upon execution hereof, Company shall sell
to Lender for $500.00 a warrant to purchase 500,000 shares of Company Common
Stock for on the terms set forth in Exhibit B hereto.
SECTION 2. CONDITIONS TO LOANS
Prior to funding of each loan request hereunder, Company shall deliver to
Lender:
2.1 Funding Request. Certificate to Lender setting forth certified copy
of resolution duly adopted by the Company's Board of Directors by written
consent requesting the loan and that such loan is required by the Company to
meet working capital requirements or acquisitions due within ten (10) days of
the date of adoption of such resolution.
2.2 Officer's Certificate. Certificate of officer of the Company
certifying that the proceeds of such loan shall be utilized only for said
purpose specified in the directors' resolution.
2.3 Return of Unused Proceeds. Any loan proceeds not utilized as set
forth in the foregoing certificates shall be promptly returned to Lender.
SECTION 3. MISCELLANEOUS
3.1 Notices. Any notice shall be conclusively deemed to have been
received by the Company and be effective on the date on which delivered to the
offices of the Company by messenger, courier or facsimile, or if sent by
telegram, on the next business day after the day on which sent, addressed to
them at their addresses as shown on the records of Lender, or if sent by
registered or certified mail, addressed to them at said addresses, on the third
business day after the day on which mailed.
3.2 Survival of Representations. All covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the execution
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of this Agreement and the execution and delivery to the Lender of the Note
evidencing the indebtedness to the Lender hereunder, and shall continue in full
force and effect so long as any indebtedness created hereunder is outstanding
and unpaid. All covenants and agreements by or on behalf of a party which are
contained or incorporated in this Agreement shall bind and inure to the benefit
of the successors and assigns of the parties hereto.
3.3 Effect of Delay. Neither any failure nor any delay on the part
of Lender in exercising any right, power or privilege hereunder or under the
Note shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise of any other right, power or
privilege.
3.4 Expenses. The Company will pay all out-of-pocket expenses
reasonably incurred by Lender in connection with the preparation of this
Agreement, and all documents and instruments provided for herein, and the
enforcement of the rights of Lender in connection with this Agreement, or with
the loans and advances made or the Note issued hereunder, including but not
limited to the fees of and expenses of special counsel for Lender which
expenses shall be due and payable fifteen (15) days after giving a reasonably
itemized statement thereof.
3.5 Modifications and Waivers. No modification or waiver of any
provision of this Agreement, or of the Note, nor consent to any departure by
the Company therefrom shall in any event be effective unless the same shall be
in writing, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on
the Company or the Company in any case shall thereby entitle the Company to any
other or further notice or demand in the same, similar or other circumstance.
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3.6 Business Day. Should any installment on the Note become due and
payable on other than a business day of the Lender, the maturity thereof, shall
be extended to the next succeeding business day with interest on the Principal
amount thereof at the rate specified therein.
3.7 Remedies Cumulative. Any rights or remedies of the Lender
hereunder or under any other writing shall be cumulative and in addition to
every other right or remedy contained therein or herein or now or existing
hereafter at law or in equity or by statute or otherwise.
3.8 Construction. This Agreement shall be governed and construed in
accordance with the Laws of the State of Florida.
3.9 Complete Agreement. This Agreement (together with the Exhibits
hereto and the Notes and Collateral provided for herein and all agreements,
schedules and other instruments heretofore executed in connection with banking
transactions) constitutes the entire agreement and supersedes all prior
agreements and understandings; written or oral, between the Lender and the
Company with respect to the making of loans to Company by Lender.
3.10 Records and Inspection. Company shall keep correct current
records of its inventory, accurately and sufficiently itemizing and describing
the kinds, type and quantities of inventory and the cost and selling prices
thereof, all of which records shall be continuously available to lender for
inspection; and Lander shall at all reasonable times have access to and the
right to inspect and copy data from any of Borrower's other books and records
for the purpose of checking and verifying all such statements and records.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
CALL NOW, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Chairman
COMPRESSENT CORPORATION
By: /s/ WON XXX XXXX
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Won Xxx Xxxx
President
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PROMISSORY NOTE
$
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The undersigned, COMPRESSENT CORPORATION, a Florida corporation ("Maker"),
for value received, promises to pay to CALL NOW, INC. ("CNI"), or assigns, at
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, XX 00000, or at such other location as
the holder hereof shall specify to Maker, the sum of DOLLARS
($) one year (1) year from the date hereof. Interest shall accrue from the
date hereof at the rate of 15% per annum and shall be paid quarterly. After the
maturity of any installment of principal or interest which is not paid when due,
interest on such unpaid installment shall accrue at the highest rate allowed by
law.
In addition to, and not in limitation of the foregoing, the undersigned
further agrees, subject only to any limitation imposed by applicable law, to pay
all expenses, including reasonable attorneys' fees and legal expenses, incurred
by the holder of this Note in endeavoring to collect any amounts payable
hereunder that are not paid when due.
If default be made in the payment of any amount herein provided for, then,
or at any time thereafter, at holder's option, the security given to secure the
payment of this Note may be foreclosed. Failure to exercise such option, or any
other rights holder may have in the event of any such default, shall not
constitute a waiver of the right to exercise such option or any other rights in
the event of any subsequent default, whether of the same or a different nature.
This Note may be prepaid in full or in part at any time and from time to
time without premium or penalty.
