EXHIBIT 10.14
CREDIT AGREEMENT
This credit agreement is entered into this 22nd day of February 1999 by and
between Patriot Advisors, Inc and CyberSentry, Inc that sets forth the terms and
conditions governing the Line of Credit provided by Patriot Advisors, Inc
("Lender") to CyberSentry, Inc ("Creditor").
The Creditor hereby acknowledges and agrees that the Line of Credit will operate
substantially as follows, and consents and agrees to the following terms and
conditions:
AMOUNT
The amount of the Line of Credit is not to exceed 50% of the assests of the
Creditor. The initial Line of Credit is in an amount up to three million
dollars ($3,000,000).
SECURITY INTEREST
The Lender shall have a first security interest in any and all assets of the
Creditor, including but not limited to, cash, receivables, inventory, licenses,
patents and any and all other assets held by Creditor or its subsidiaries. This
security interest can only be subordinated to another party by written approval
from the Lender.
CREDIT LINE ADVANCES
The Creditor shall submit written requests to the Lender for access to the
credit line that detail the amount and use of proceeds. The Lender, upon
approval of the request, shall make payment to the designated parties. The
Creditor hereby acknowledges that the amount of $171,000 has been approved and
payed by the Lender, or its designees, at the request of the Creditor, pursuant
to the Plan of Reorganization of Telecommunications Services Center, Inc
("TSC").
PAYMENT TERMS
The Creditors can obtain advances of credit for one year ("the draw period").
The payments shall be due monthly and shall be calculated on an interest only
basis based on the annual percentage rate. The annual percentage rate shall be
two points higher than the highest domestic "Prime Rate" published in the Wall
Street Journal on the first day of publication in the previous month.
When the draw period ends, there shall be no further credit advances and the
Creditor agrees to repay the entire outstanding balance, including any
applicable fees and charges.
PAYMENT UPON DEMAND
The Lender can terminate the Line of Credit and require the Creditor to pay the
entire outstanding balance in one payment if:
(i) There is fraud or material misrepresentation in connection with the line,
(ii) The payment terms are not met,
(iii) The Creditor's action or inaction adversely affects the collateral,
(iv) The Lender reasonably believes that the Creditor will be unable to meet
the terms of this agreement due to a material change in the Creditor's
financial circumstances.
GOVERNING LAW
This agreement shall be governed by, and in accordance with, the laws of the
State of New York.
MISCELLANEOUS
If any provision is held to be invalid or unenforceable all other provisions
shall nevertheless remain in full force and effect.
This agreement shall be binding upon its successors an assignees.
Agreed to this 22nd Day of February, 1999 by:
PATRIOT ADVISORS, INC: CYBERSENTRY, INC
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------- --------------------------
Xxxxx Xxxxxxx Xxxxxx Xxxxxxx
President President & CEO
