LINE OF CREDIT AGREEMENT BETWEEN CENTURY FINANCIAL GROUP, INC. AND FIRST
INDEPENDENT COMPUTERS, INC.
In consideration of Century Financial Group, Inc.'s, a Delaware corporation
('CFG'), agreement 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 _________), 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 paragraph 2 below.
2. ADVANCES. Advances will be made either through disbursements by CFG
to FICI], by check or wire transfer, or through disbursement by CFG directly to
FICI's vendor(s), upon FICI's instructions. If for any reason whatsoever, CFG
makes an Advance to FICI in excess of the maximum amount of the Line of Credit,
FICI will repay the excess based upon the repayment schedule set forth in
paragraph 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 secured by all assets of FICI.
FICI warrants to CFG that the property in which a security interest is granted
is subject to no other liens, charges or encumbrances and that there are no
fi6ancing statements on file regarding FICI that might create a lien on the
property secured herein.
Upon default, as is defined within this agreement, CFG shall have the right to
foreclose on this security.
FICI shall execute any and all financing statements or other documentation
which are requested by CFG and which CFG believes is necessary to perfect its
lien. FICI appoints CFG as its agent to file any and all financing
statements which may be necessary or required to perfect CFG's security
interest and FICI authorizes CFG to execute the same for FICI.
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 Billing 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 ._____%, which corresponds to
an ANNUAL PERCENTAGE RATE of _________ percent.
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 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, 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, or at such other
place as CFG may notify FICI in writing. Excep 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.
ii. LATE CHARGE. If FICI fails to pay the minimum payment as provided in
Section 7 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 grea ter 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
$100.00).
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 v,/ith 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
be 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
under 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 when of demand until FICI makes payment
in full at the highest rate then permitted by applicable law, but if no such rat
' e 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 its 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.X. 00xx Xxxxxx, Xxxx Xxxxxxxxxx,
Xxxxxxx 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 with any such assignment or delegation, CFG may provide to
the other party 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 it 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 2-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 our 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 express written authority to act on behalf
of their respective corporations, hereby execute this Agreement this day of
1997.
CENTURY FINANCIAL GROUP, INC.
By:
--------------------------------
, President (Seal)
FIRST INDEPENDENT COMPUTERS, INC.
By:
--------------------------------
Xxxxxxx X. Xxxxx
President (Seal)
