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Exhibit 10.14
LOAN AGREEMENT
1. PARTIES.
The parties to this Loan Agreement are:
1.1 Xxxx X. Xxxx ("Xxxx"), whose address is 0000 Xxxxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxx 00000; and
1.2 Rushmore Financial Group, Inc. ("Rushmore"), a Texas corporation
whose address is 00000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000.
2. LOAN; COLLATERAL
2.1 Rushmore agrees to loan Xxxx the sum of $30,000 upon the execution
hereof.
2.2 Subject to receiving the approval of the Board of Directors of
Rushmore, Rushmore agrees to loan Xxxx up to an additional $330,000 (the full
$360,000 comprising the "Principal Amount of the Loan").
2.3 The Principal Amount shall be advanced in monthly advances
("Advances") of $30,000 each on the 27th day of each month beginning with August
1999 and continuing thereafter through and including July 27, 2000. The
Principal Amount shall bear interest and be repayable as provided in the
promissory note (the "Note") attached hereto as Exhibit A.
2.4 Repayment of the Loan shall be secured by the collateral pledge
(the "Collateral Pledge") of 500,000 shares (the "Pledged Shares") of Rushmore
common stock. The form and terms of the Collateral Pledge shall be in accordance
with Exhibit B attached hereto. The Collateral Pledge shall be executed and
delivered along with Pledged Shares only following the receipt of Board of
Directors approval.
2.5 The Executive Committee of Rushmore has approved the Loan and will
recommend it to the full Board of Directors of Rushmore for approval at a
meeting to be held on or before September 1, 1999.
3. CONDITIONS PRECEDENT.
3.1 Rushmore's obligation to fund each Advance is subject to and
contingent upon "Cash Availability" as defined below.
3.2 "Cash Availability" means that at the time of the funding of each
Advance, the amount of cash and cash equivalents available to Rushmore
Investment Advisors, Inc. ("RIA") exceeds the RIA estimated cash disbursements
for the following month. In estimating the cash disbursements for the following
month, Rushmore
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shall not include any prepayment of capital or operating expenditures except
those (such as equipment leases and the like) which RIA is presently
contractually obligated to make, or which Xxxx approves in writing.
4. REPLACEMENT FINANCING
4.1 Rushmore and Xxxx shall have the right and option to replace the
loan with a "Reasonably Equivalent Loan" as defined below.
4.2 A Reasonably Equivalent Loan shall mean and consist of:
4.2.1 a loan of not less than $360,000;
4.2.2 made by an FDIC-insured institution or, if not an
FDIC-insured institution, then a lender reasonably acceptable to Xxxx;
4.2.3 secured by the collateral pledge of Xxxx'x stock in Rushmore
upon terms substantially equivalent to the Collateral Pledge, except as may
otherwise be acceptable to Xxxx;
4.2.4 bearing interest at not more than 200 basis points over the
New York prime lending rate as published in the Wall Street Journal; and
4.2.5 with principal and interest being due and payable not less
than twelve months after funding.
4.3 Xxxx will not pledge, hypothecate or encumber his stock in Rushmore
(other than the Pledged Shares) prior to September 24, 1999. If Rushmore has not
provided Xxxx with a firm commitment for a Reasonably Equivalent Loan issued by
the prospective lender by that date, Xxxx will be free to pledge, hypothecate or
encumber other Rushmore stock not included in the Pledged Shares to secure a
loan from any other source.
4.4 In the event that the Loan is replaced with a Reasonably Equivalent
Loan, Xxxx will pay off the Loan out of the funding of the Reasonably Equivalent
Loan at the time of funding.
4.5 Xxxx will cooperate with Rushmore in its effort to obtain a
Reasonably Equivalent Loan.
5. DEFAULT
5.1 Xxxx and Rushmore each acknowledge that they have and each has
exercised best efforts to secure a loan for Xxxx from other sources and that
they have been unable to do so.
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5.2 Recognizing that alternative sources for such a loan may not be
available, in the event Rushmore fails to make any Advance when due and when all
conditions to making such Advance have been satisfied, Xxxx shall have the right
to accelerate the unfunded Advances and demand that they be made immediately. If
the unfunded Advances are not made on demand, then Xxxx will be entitled to
enforce all legal rights available to him for such breach and to an immediate
release of all shares of Rushmore common stock held as collateral.
5.3 In the event that Xxxx employs an attorney to enforce his rights
under this agreement or to defend any claims asserted against him by Rushmore
arising hereunder, and in the event that Xxxx is the prevailing party, Xxxx
should be entitled to recover, in addition to all other relief, his reasonable
attorneys fees and expenses.
6. REPRESENTATION
Xxxx represents that the Loan will provide adequate funds for Xxxx to
meet all current and expected financial obligations, such that he will refrain
from further discussions with Company personnel regarding filing of actions for
bankruptcy or recision of the acquisition of The Xxxx Xxxx Company.
Executed at Dallas, Texas this 27th day of August, 1999.
RUSHMORE FINANCIAL GROUP, INC.
By: /s/ X.X. Xxxxx
X.X. Xxxxx, President
/s/ Xxxx X. Xxxx
Xxxx X. Xxxx
