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EXHIBIT 10(iii)
LINE OF CREDIT
First Western Industries, LLC d/b/a New West Holdings, LLC (hereinafter
referred as the "Lender") and IntelliReady, Inc and its wholly owned subsidiary,
IntelliReady of Colorado, Inc., both Colorado Corporations (hereinafter
collectively referred as the "Borrower") agree to enter into a line of credit
borrowing arrangement. Xxxxxx agrees to advance monies sufficient to cover
Xxxxxxxx's net cash outflow from operations on a bi-monthly basis for the period
of one (1) year, provided that Lender's obligations pursuant to this line of
Credit shall be subject to the terms and conditions contained herein. Xxxxxxxx
promises to pay to the order of Lender at Lender's offices at 0000 X. Xxxxx Xxxx
Xxxx, Xxxxxxx, XX, 00000, or at such other place as the Lender may from time to
time designate, in lawful money of the United States America, the principal
balance outstanding on this line of credit. By this Line of Credit, the parties
intend to formally document the terms of previous advances by Xxxxxx to Borrower
and to set forth the terms of all future advances of funds.
1. BORROWER REQUIREMENTS. Borrower is required to provide
detailed support for all amounts to be borrowed under the terms of this
agreement. Xxxxxxxx agrees to provide Xxxxxx with monthly estimated
cash needs by the 5th day of each month.
2. LENDER'S RIGHTS. Lender is due the full amounts borrowed
under this agreement and all accrued interest outstanding upon demand.
Lender may terminate this agreement at will without cause. Lender does
not warrant coverage of all cash needs of Borrower. Support must be
provided before Lender will advance any monies. Xxxxxx has the right to
review and/or audit borrower's detailed transactions with one (1) day's
notice.
3. INTEREST RATE. For the period from the date of this Note
until the date on which the entire principal balance outstanding is
paid in full, interest shall accrue on the principal balance from time
to time outstanding at an interest rate equal to ten percent (10%),
provided that if the Prime Rate (at the highest of such Prime Rates if
there is a range of rates) as published from time to time in the "Money
Rates" column of the Wall Street Journal, Lender shall have the right
to raise the interest rate on any new monies advanced by an amount
equal to the increase in the Prime Rate. If the Prime Rate shall remain
unpublished for more than one (1) full week or shall cease to exist,
then Xxxxxx's right to increase the rate of interest shall be based
upon increases in the Prime Rate established by Compass Bank, N.A.,
from time to time in effect. Any such rate shall be adjusted on any
date on which Lender provides written notice to borrower and shall only
affect new advances of funds.
4. REPAYMENT. Interest accrued hereunder on the outstanding
principal amount shall be paid annually in arrears, beginning on March
1, 2002, or earlier with repayment of the entire amount of principal.
The entire amount of principal outstanding, together with all accrued
unpaid interest thereon at the rates hereinabove specified, shall be
paid on demand of the Lender.
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5. SECURITY INTEREST. By this instrument, Borrower hereby
grants Lender a Security Interest in all of its assets, including
without limitation receivables and proceeds. This line of credit shall
constitute a Security Agreement. Lender may file such Financing
Statements and take such other actions as Lender deems appropriate to
perfect its Security Interest. Unless otherwise defined in this Line of
Credit, all capitalized terms in this paragraph 5 shall have the
meaning prescribed to them by Article 9 of the Uniform Commercial Code.
6. DOCUMENTATION. Lender shall not be required to have
Borrower sign a separate promissory note for future advances. Cancelled
checks issued from Lender (or its subsidiaries and related entities) to
Borrower or wire transfers from Lender's account to Borrower shall be
deemed to be loans pursuant to this Line of Credit unless clearly
documented to the contrary. Exhibit A, incorporated by this reference,
is a schedule of all amounts previously advanced to Borrower pursuant
to this arrangement. Xxxxxxxx agrees to execute any additional
documents that Xxxxxx deems necessary or appropriate to document
advances made pursuant to this line of credit and to create and perfect
Xxxxxx's Security Interest in Borrower's assets.
7. MISCELLANEOUS. IntelliReady, Inc. and IntelliReady of
Colorado, Inc. acknowledge that they have joint and several liability
for all funds advanced. This Line of Credit shall be construed and
interpreted in accordance with Colorado law. Borrower hereby waives
notice and presentment. In the event Xxxxxx is forced to commence
collection proceedings, Xxxxxxxx agrees to pay all collection costs,
including without limitation attorney's fees. This is the entire
agreement between the parties and supersedes all prior oral and written
agreements relating to the funds identified on Exhibit A and any funds
advanced after the date of this Line of Credit. This agreement is not
intended to benefit any third parties and no such third parties may sue
to enforce the terms of this agreement. Nothing in this Line of Credit
shall be interpreted as altering or effecting Xxxxxx's rights pursuant
to the Three Hundred Fifteen and no/100th Dollar ($315,000) Promissory
Note dated February 14, 2001.
This Line of Credit is entered into this 22nd day of March
2001 to be effective the 14th day of February 2001.
LENDER
New West Holdings, LLC
By:
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Xxxxxx X. Xxxxx, Manager
BORROWER
IntelliReady, Inc.
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Xxxxx Xxxxxxxx, CEO
IntelliReady of Colorado, Inc.
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Xxxxx Xxxxxxxx, CEO
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EXHIBIT A
LINE OF CREDIT - DETAIL OF AMOUNTS BORROWED
AMOUNT
DATE TRANSFERRED
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February 14, 2001 $ 13,876
February 15, 2001 71,000
February 20, 2001 5,000
February 21, 2001 30,000
February 15, 2001 30,000
February 26, 2001 100,000
March 5, 2001 10,000
March 8, 2001 10,000
March 12, 2001 30,000
March 14, 2001 75,000
March 15, 2001 11,000
March 15, 2001 500
March 20, 2001 25,000
March 27, 2001 35,000
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$ 446,376
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