Exhibit 10.15
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement"), made as of the 17th day of
November, 1999, by Xxxxx X. Xxxxxxx, Xx., a resident of the State of Indiana
("Borrower") in favor of Multi-Link Telecommunications, Inc., a Colorado
corporation ("Lender"),
WITNESSETH THAT:
WHEREAS, Lender has agreed to loan the sum of Three Hundred Thousand
Dollars ($300,000) to Borrower on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1
AMOUNT AND TERMS OF LOAN
1.1 Agreement to Loan and Repay. Lender hereby agrees to lend the sum of
Three Hundred Thousand Dollars ($300,000) (the "Loan") to Borrower, and Borrower
hereby agrees to repay such amount to Lender, upon the terms and conditions set
forth in this Agreement and all other agreements executed in furtherance of this
transaction, including, without limitation, the Stock Pledge Agreement (as
hereinafter defined) (collectively, the "Loan Documents"). The Loan shall bear
interest and shall be payable according to the terms of that certain Promissory
Note of even date herewith (the "Note") in the original principal amount of the
Loan and executed by Borrower in favor of Lender. The Loan is secured by 150,000
shares of the common stock of Lender owned by Borrower pursuant to the terms of
a Stock Pledge Agreement of even date herewith (the "Stock Pledge Agreement").
1.2 Use of Loan. Two Hundred Thousand Dollars ($200,000) of the Loan shall
be disbursed at the direction of Borrower to Peoples Bank & Trust Company in
partial satisfaction of an obligation owed by Borrower to such bank, with the
remaining One Hundred Thousand Dollars ($100,000) of the Loan to be disbursed to
Borrower and to be used as Borrower determines in his sole and absolute
discretion.
ARTICLE 2
EVENTS OF DEFAULT AND REMEDIES
2.1 Events of Default. Borrower shall be in default under this Agreement,
and each of the Loan Documents, upon the occurrence of any one or more of the
following events (each an "Event of Default"):
(1) If Borrower shall fail to make when due any payment of principal
or interest as required by the Note, or any other amount payable hereunder,
whether at the due date thereof or by acceleration thereof or otherwise;
(2) If Borrower shall fail to duly observe or perform any covenant,
condition or agreement required to be observed or performed hereunder or in
any of the other Loan Documents, and such failure remains uncured for a
period of thirty (30) days after written notice thereof;
(3) If an Event of Default occurs under any of the other Loan
Documents;
(4) If Borrower shall (i) apply for or consent to the appointment of,
or the taking or possession by, a receiver, custodian, trustee or
liquidator of all or a substantial part of his property, (ii) admit in
writing his inability, or be generally unable, to pay his debts as such
debts become due, (iii) make a general assignment for the benefit of his
creditors, (iv) commence a voluntary case under the United States
Bankruptcy Code (as now or hereafter in effect), (v) file a petition
seeking to take advantage as debtor of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts, (vi) fail to controvert in a timely or appropriate
manner, or acquiesce in writing to, any petition filed against Borrower in
an involuntary case under such Bankruptcy Code, or (vii) take any action
(other than to controvert any such petition) for the purpose of effecting
any of the foregoing; or
(5) If any proceeding or case shall be commenced in any court of
competent jurisdiction, seeking (i) the liquidation, reorganization,
dissolution, winding-up, or composition or readjustment of debts, of
Borrower, (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of Borrower or of all or any substantial part of his
assets, or (iii) similar relief in respect of Borrower under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, without the consent of Borrower, and
such proceeding or case shall continue undismissed, or an order, judgment
or decree approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of thirty (30) days, or an
order for relief against Borrower shall be entered in an involuntary case
under such Bankruptcy Code.
2.2 Remedies upon Default. If there is or shall have occurred an Event of
Default, and such Event of Default has not been cured within any applicable
grace or cure period, then Lender may, at its option, and by or through a
trustee, nominee, assignee or otherwise, to the fullest extent permitted by law,
exercise any or all of the following rights, remedies and recourses, either
successively or concurrently:
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(1) Declare the Note to be forthwith due and payable,
whereupon the Note shall become forthwith due and payable, both as to
principal and interest, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by
Borrower, anything contained herein or in the Note to the contrary
notwithstanding;
(2) Pursue any other remedy set forth in any of the other Loan
Documents; or,
(3) Pursue any other remedy set forth herein, at law, or in equity.
2.3 Non-Waiver. No delay in exercising or failure to exercise by Lender of
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given this Agreement or any law to
Lender may be exercised from time to time and as often as may be deemed
expedient by Lender.
ARTICLE 3
MISCELLANEOUS TERMS AND CONDITIONS
3.1 Time of Essence. Time is of the essence with respect to all provisions
of this Agreement.
3.2 Notices. All notices, requests, consents and other communications
hereunder ("Notice") shall be in writing and shall be deemed to have been given
(a) if mailed, the date of receipt of such Notice when sent via first class
United States registered mail, return receipt requested, postage prepaid to the
address listed below for the party to whom the Notice is being sent ("Notice
Party"); (b) if hand delivered or delivered by courier, upon actual delivery of
such Notice to the Notice Party at the address listed below for such Notice
Party; or (c) if sent by facsimile, on the first business day after the date of
the sender's receipt of a confirmed transmission of such Notice to the Notice
Party at the facsimile number, if any, listed below for such Notice Party
provided the party giving such Notice mails a copy of such Notice within two
days after the transmission of such Notice by facsimile to the Notice Party. The
addresses and facsimile numbers for each party to this Agreement, as of the date
hereof, are:
If to Borrower: Xxxxx X. Xxxxxxx, Xx.
00000 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
With a copy to: Xxxxxx & Xxxxxxx, PC
Attn: Xxxxxx X. Xxxxx
4000 Bank One Tower
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Facsimile No.: 317/236-9802
If to Lender: Multi-Link Telecommunications, Inc.
Attn: Xxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Facsimile No.: 303/313-2001
With a copy to: Xxxxx, Johnson, Robinson, Xxxx & Ragonetti, PC
Attn: Xxxxx X. Xxxxxxxx
000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Facsimile No.: 303/825-6525
Any party may change its address or facsimile number by providing written
notice, in accordance with the foregoing provisions of this Section 3.2, to each
other party of such change.
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3.3 Other Instruments and Action. Borrower agrees that he will execute such
other instruments and documents (and take such other action) as are, or become,
necessary or convenient to effectuate and carry out this Agreement and the
transaction contemplated hereby.
3.4 Governing Law; Form. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado, without regard to such
jurisdiction's conflict of laws principles. Any action or proceeding seeking to
enforce any provision of this Agreement shall be brought in the courts of the
State of Colorado and Borrower consents to the jurisdiction of such courts and
waives any objections to venue laid therein.
3.5 Modification. This Agreement shall not be modified except through
written instrument or superseding agreement executed by the parties hereto,
their successors in interest, or their lawful representatives.
3.6 Headings. The headings used in this Agreement are used for
administrative purposes only and do not constitute substantive matters to be
considered in construing the terms of this Agreement.
3.7 Parties Bound. This Agreement is binding on and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns as permitted by
this Agreement.
3.8 Construction. This Agreement shall not be strictly construed against
any party. This Agreement is executed in conjunction with the other Loan
Documents and is to be construed harmoniously therewith. If there is any
conflict between the terms of this Agreement and any of the other Loan
Documents, the terms of this Agreement shall be controlling.
3.9 Severability. If any provision of this Agreement is held invalid by any
tribunal in a final decision from which no appeal is or can be taken, such
provision shall be deemed modified to eliminate the invalid element, and, as so
modified, such provision shall be deemed a part of this Agreement. If it is not
possible to modify any such provision to eliminate the invalid element, such
provision shall be deemed eliminated from this Agreement. The invalidity of any
provision of this Agreement shall not affect the force and effect of the
remaining provisions.
3.10 Counterparts. This Agreement may be executed in any number of
counterparts and each such counterpart shall, for all purposes, be deemed to be
an original.
3.11 Gender. Wherever the context shall so require, all words in the
masculine gender shall be deemed to include the feminine or neuter gender; all
singular words shall include the plural; and, all plural words shall include the
singular.
3.12 Relationship of the Parties. The relationship between Borrower and
Lender is that of a borrower and a lender only and neither of those parties is,
nor shall it hold itself out to be, the agent, employee, joint venturer or
partner of the other party.
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IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be
executed by its duly authorized officer as of the date first written above.
"BORROWER" "LENDER"
Multi-Link Telecommunications, Inc.
/s/ Xxxxx X. Xxxxxxx, Xx. By:/s/ Xxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxx, Xx. Xxxxx Xxxxxxxxx, Chief Executive Officer
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