EXHIBIT 10.4
LOAN AGREEMENT
THIS AGREEMENT, dated October 9, 1996 by and between Electronics
Communications Corp., with offices located at 00 Xxxx Xxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000 hereinafter referred to as "BORROWER" or "THE COMPANY" and
Xxxxxx X. XxXxxx, residing at 000-00 00xx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000
hereinafter referred to as "LENDER".
WHEREAS, the Borrower has requested that the Lender make a loan to the
Borrower in the principal amount of One Hundred and Eighty Thousand
($180,000) Dollars for general corporate purposes, and
WHEREAS, subject to the terms and conditions hereinafter set forth, the
Lender is willing to make such loan to Borrower;
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements herein contained, the parties hereto agree as
follows:
Section 1. THE LOAN
1.1 LOAN. The Lender agrees, subject to the terms and conditions
hereinafter set forth, to loan to Borrower the aggregate principal
amount of One Hundred and Eighty Thousand ($180,000) Dollars. The
aggregate principal amount borrowed from the lender is herein called
the "Loan". The Lender agrees to lend to the Borrower and the
Borrower agrees to borrow from the Lender the sum of One Hundred and
Eighty Thousand ($180,000) Dollars which shall hereinafter be
classified as Senior Collateralized Debt payable by the Borrower to
the Lender, with all rights attendant thereto.
1.2 COLLATERAL. The Loan shall be secured by all of the company's
current and future account receivable as well as all equipment and
fixtures owned by the company or it's subsidiaries.
1.3 PROMISSORY NOTE. The Loan shall be made and evidenced by a
promissory note of the Borrower substantially in the form annexed
hereto ("Promissory Note").
1.4 INTEREST. Interest shall be paid at the rate of ten (10%) percent
per annum and will be payable month starting on November 9, 1996.
1.5 PRINCIPAL. The aggregate principle amount of the Loan and
Promissory Note is One Hundred and Eighty Thousand ($180,000)
Dollars.
1.6 PAYMENT. Payment of the loan and Promissory Note shall be due on
three (3) day written demand notice to the company from the lender,
all notices shall be sent via United States Postal Service Certified
Mail Return Receipt Requested.
1.7 CONFESSION OF JUDGMENT. In the event of a default which is not
cured within five (5) business days of written notice of default,
the company irrevocably submits and consents to allow the Lender to
enter a judgment and levy on the same.
1.8 USE OF PROCEEDS. The borrower agrees that the proceeds of the Loan
shall be used fully and exclusively for general corporate purposes.
Section 2. REPRESENTATIONS AND WARRANTIES OF BORROWER
The Borrower represents and warrants that:
2.1 CORPORATION EXISTENCE, POWER AND AUTHORITY OF THE BORROWER. The
Borrower is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation of
formation and is duly licensed or qualified in each jurisdiction
where the charter of the property owned by it or the nature of the
business transacted by it requires such licensing or qualification.
The borrower has all requisite power, authority and legal right to
conduct business as it is now being conducted and to enter into,
consummate and perform all the provisions of this Agreement, and
any instrument, agreement or document referred to herein to which the
Borrower is or shall be a party, have been duly authorized by all
corporate and other required actions.
2.2 NO CONFLICTS. The execution, delivery and performance by the
Borrower of this Agreement, the Promissory Note or any other
instrument, agreement or document, referred to herein does not and
will not result in any violation of, or be in conflict with, any
terms or provision of the Articles of Incorporation or by-law's of
the Borrower, or any statue, governmental regulation or order,
judgment, decree, agreement, indenture or instrument applicable to
any thereof.
2.3 AUTHORIZATIONS. All governmental approvals, licenses,
authorizations, consents, fillings and registrations, if any,
required for the delivery and execution of this Agreement and any
applicable instrument, agreement or document referred to herein have
been obtained or made, and are final and are not subject to review or
appeal or, to the knowledge or belief of the Borrower, the subject of
any pending or threatened attack or appeal be direct proceedings or
otherwise.
Section 3. JURISDICTION
3.1 NEW YORK JURISDICTION. The Borrower hereby irrevocably submits to
the jurisdiction of the Supreme Court of the State of New York,
County of Queens in any action, suit, or proceeding brought against
the Borrower and related to or in connection with this Agreement or
any other instrument, agreement or document referred to herein or any
transaction contemplated hereby.
In Witness Whereof, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
Electronics Communications Corp.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, Executive Vice President
/s/ Xxxxxx X. Xx Xxxx
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Xxxxxx X. Xx Xxxx (Lender)
