LOAN AGREEMENT
Exhibit 10.15
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of September 2002, by and between MediaBin, Inc., a Georgia corporation (the “Company”), and Gezina AS, a Norwegian corporation (the “Lender”).
The Company and the Lender are entering into this Agreement for the purpose of establishing a short-term loan. This Agreement establishes the conditions under which the Lender may convert any outstanding borrowings into an investment in common stock of the Company and other relevant provisions.
4. Representations, Warranties and Covenants.
proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Notes due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).
The Company: | MediaBin, Inc. | ||
Seven Xxxxxxxx Xxxxxx, Xxxxx 000 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx X. Xxxxx, President |
|||
With copy to counsel: |
Xxxxxx, Xxxxxxx & Xxxxxx, L.L.P. 1600 Atlanta Financial Center 0000 Xxxxxxxxx Xxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx X. Xxxxx, Esq. |
||
The Lender: | Gezina AS Nedre Xxxxxx. 0 X-0000 Xxxx, Xxxxxx |
Each party shall bear the expenses incurred by it or on its behalf in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall be liable for any reasonable attorneys’ fees actually incurred by the Lender in enforcing this Agreement or the Notes upon a default by the Company of its obligations thereunder. This Agreement, together with the Notes, contain the entire agreement among the parties with respect to the transactions contemplated hereby, and supersede all prior arrangements or understandings with respect thereto, written or oral. This Agreement shall inure to the benefit of and be binding upon the Company’s and the Lender’s successors and any permitted assignee of this Agreement or the Notes. This Agreement and the Notes shall not be assigned by the Lender without the prior written consent of the Company; provided, however, that subject to compliance with the requirements of Regulation S, the Lender may sell participations in the Notes to not more than four other persons (including indirect participants), provided that no such participation shall relieve the Lender of its obligations under this Agreement, including without limitation its obligations under Section 1 hereof. In addition, that subject to the requirements of Regulation S, the Lender may assign this Agreement and the Notes to an Affiliate (defined below) of Gezina AS without the prior written consent of the Company subject to the condition that Gezina AS remain liable for the performance of all of the obligations of the Lender and its assigns thereunder. For purposes of the foregoing sentence, “Affiliate” shall have the meaning given such term in Rule 144(a)(1) promulgated under the Federal Act. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia except to the extent United States federal law shall be applicable. This Agreement may be executed in one or more counterparts, each of which shall constitute one and the same instrument.
MEDIABIN, INC. | GEZINA AS | |||||
By: | /s/ XXXXX X. XXXXX |
By: | XXXX XXXXXXXXXXX | |||
Xxxxx X. Xxxxx President and Chief Executive Officer |
Print Name: | Xxxx Xxxxxxxxxxx |
Attest: | /s/ XXXXXX XXXXXXXX |
|||||
Xxxxxx X. Xxxxxxxx Secretary |
Print Title: | CEO |
Exhibit A
TERM PROMISSORY NOTE
$45,000 | July 16, 2002 |
FOR VALUE RECEIVED, the undersigned, MediaBin, Inc., a Georgia corporation (the “Borrower”), promises to pay to Gezina AS, a Norwegian corporation (the “Lender”), at Xxxxxxxx.0X 0000 Xxxx, Xxxxxx (or at such other place as the Lender may designate in writing to the Borrower), in lawful money of the United States of America, the principal sum of forty-five thousand dollars ($45,000), plus interest as hereinafter provided.
The Borrower promises to pay interest on the unpaid principal amount outstanding hereunder (the “Loan”), at a simple interest rate per annum equal to the Prime Rate Basis. “Prime Rate Basis” shall mean, on any day, a simple interest rate per annum equal to the Prime Rate (as defined herein) plus 100 basis points (1.0%). “Prime Rate” shall mean, on any day, the rate of interest published as the “Prime Rate” as of the last business day of the full calendar month preceding such day by Bank of America, N.A. (Charlotte, North Carolina), or any successor institution. The Prime Rate in effect as of the close of business of each day shall be the applicable Prime Rate for the day and each succeeding non-business day in determining the applicable Prime Rate Basis. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.
Interest under this Note shall be due and payable quarterly in arrears on the last day of each calendar quarter, commencing September 30, 2002, and continuing to be due on the last day of each calendar quarter thereafter until this Note is paid in full. Interest shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). After default, interest shall also be due and payable upon demand from time to time by the Lender as provided below.
The indebtedness evidenced by this Note shall be due and payable on January 1, 2003, plus all accrued and unpaid interest as hereinabove provided
Overdue principal shall bear interest for each day from the date it became so due until paid in full, payable on demand, at a rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) equal to two percent (2%) per annum in excess of the interest rate otherwise payable hereunder.
In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender, in writing, that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under applicable law.
The Borrower hereby waives presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest, or any other notice of any kind with respect thereto.
Time is of the essence of this Note.
This Note shall be deemed to be made pursuant to the laws of the State of Georgia.
MEDIABIN, INC | |||
By: | /s/ XXXXX X. XXXXX | ||
Xxxxx X. Xxxxx President and Chief Executive Officer |
Attest: | /s/ XXXXXX XXXXXXXX | ||
Xxxxxx X. Xxxxxxxx Secretary |
Exhibit B
TERM PROMISSORY NOTE
$56,000 | August 13, 2002 |
FOR VALUE RECEIVED, the undersigned, MediaBin, Inc., a Georgia corporation (the “Borrower”), promises to pay to Gezina AS, a Norwegian corporation (the “Lender”), at Xxxxxxxx.0X 0000 Xxxx, Xxxxxx (or at such other place as the Lender may designate in writing to the Borrower), in lawful money of the United States of America, the principal sum of fifty six thousand dollars ($56,000), plus interest as hereinafter provided.
The Borrower promises to pay interest on the unpaid principal amount outstanding hereunder (the “Loan”), at a simple interest rate per annum equal to the Prime Rate Basis. “Prime Rate Basis” shall mean, on any day, a simple interest rate per annum equal to the Prime Rate (as defined herein) plus 100 basis points (1.0%). “Prime Rate” shall mean, on any day, the rate of interest published as the “Prime Rate” as of the last business day of the full calendar month preceding such day by Bank of America, N.A. (Charlotte, North Carolina), or any successor institution. The Prime Rate in effect as of the close of business of each day shall be the applicable Prime Rate for the day and each succeeding non-business day in determining the applicable Prime Rate Basis. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.
Interest under this Note shall be due and payable quarterly in arrears on the last day of each calendar quarter, commencing September 30, 2002, and continuing to be due on the last day of each calendar quarter thereafter until this Note is paid in full. Interest shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). After default, interest shall also be due and payable upon demand from time to time by the Lender as provided below.
The indebtedness evidenced by this Note shall be due and payable on January 1, 2003, plus all accrued and unpaid interest as hereinabove provided
Overdue principal shall bear interest for each day from the date it became so due until paid in full, payable on demand, at a rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) equal to two percent (2%) per annum in excess of the interest rate otherwise payable hereunder.
In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender, in writing, that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under applicable law.
The Borrower hereby waives presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest, or any other notice of any kind with respect thereto.
Time is of the essence of this Note.
This Note shall be deemed to be made pursuant to the laws of the State of Georgia.
MEDIABIN, INC. | |||
By: | /s/ XXXXX X. XXXXX | ||
Xxxxx X. Xxxxx President and Chief Executive Officer |
Attest: | /s/ XXXXXX XXXXXXXX | ||
Xxxxxx X. Xxxxxxxx Secretary |
Exhibit C
TERM PROMISSORY NOTE
$24,000 | August 29, 2002 |
FOR VALUE RECEIVED, the undersigned, MediaBin, Inc., a Georgia corporation (the “Borrower”), promises to pay to Gezina AS, a Norwegian corporation (the “Lender”), at Xxxxxxxx.0X 0000 Xxxx, Xxxxxx (or at such other place as the Lender may designate in writing to the Borrower), in lawful money of the United States of America, the principal sum of twenty four thousand dollars ($24,000), plus interest as hereinafter provided.
The Borrower promises to pay interest on the unpaid principal amount outstanding hereunder (the “Loan”), at a simple interest rate per annum equal to the Prime Rate Basis. “Prime Rate Basis” shall mean, on any day, a simple interest rate per annum equal to the Prime Rate (as defined herein) plus 100 basis points (1.0%). “Prime Rate” shall mean, on any day, the rate of interest published as the “Prime Rate” as of the last business day of the full calendar month preceding such day by Bank of America, N.A. (Charlotte, North Carolina), or any successor institution. The Prime Rate in effect as of the close of business of each day shall be the applicable Prime Rate for the day and each succeeding non-business day in determining the applicable Prime Rate Basis. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.
Interest under this Note shall be due and payable quarterly in arrears on the last day of each calendar quarter, commencing September 30, 2002, and continuing to be due on the last day of each calendar quarter thereafter until this Note is paid in full. Interest shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). After default, interest shall also be due and payable upon demand from time to time by the Lender as provided below.
The indebtedness evidenced by this Note shall be due and payable on January 1, 2003, plus all accrued and unpaid interest as hereinabove provided
Overdue principal shall bear interest for each day from the date it became so due until paid in full, payable on demand, at a rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) equal to two percent (2%) per annum in excess of the interest rate otherwise payable hereunder.
In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender, in writing, that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under applicable law.
The Borrower hereby waives presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest, or any other notice of any kind with respect thereto.
Time is of the essence of this Note.
This Note shall be deemed to be made pursuant to the laws of the State of Georgia.
MEDIABIN, INC. | |||
By: | /s/ XXXXX X. XXXXX | ||
Xxxxx X. Xxxxx President and Chief Executive Officer |
Attest: | /s/ XXXXXX XXXXXXXX | ||
Xxxxxx X. Xxxxxxxx Secretary |