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EXHIBIT 10.13
$109,915.08 Incline Village, Nevada
April 30, 2000
FOR VALUE RECEIVED, the undersigned, Collaboration Properties, Inc., a
Nevada corporation ("Borrower") promises to pay to the order of Xxxxxxx X.
Xxxxxxxx ("Lender"), in lawful money of the United States of America and in
immediately available funds at the principal office of Lender, or its
successor, or at such other location as Lender, or any subsequent holder hereof
shall designate in writing, the aggregate unpaid principal amount of all
advances ("Advances") set forth on Exhibit A as well as all Advances made
hereafter by Xxxxxx to Borrower under the terms of this Secured Nonrecourse
Revolving Promissory Note (this "Note"), up to a maximum principal amount of
One Hundred Nine Thousand Nine Hundred Fifteen Dollars and Eight Cents
($109,915.08) plus interest as set forth on Exhibit A. This Note hereby amends
and restates any loan agreements previously entered into between Borrower and
Lender and still outstanding as of the date hereof. This Note shall also amend
and restate and loan agreements previously entered into between VCT, Inc., a
Nevada corporation, which merged into Borrower as of April 21, 2000 ("VCT") and
Lender. This Note evidences outstanding obligations and is being issued in
substitution for, and not in payment of, that certain Amended and Restated
Secured Nonrecourse Revolving Promissory Note dated November 18, 1999, as
amended, made by Xxxxxxxx in favor of Xxxxxx and [certain demand notes] between
VCT and Lender. Interest shall accrue on the aggregate unpaid principal amount
of such Advances at an interest rate equal to the lesser of 10% per annum or
the maximum rate allowed by law on the first business day of each month after
an Advance has been made and shall be payable annually in arrears; provided
that any interest not paid on any annual payment date shall be added to
principal and thereafter shall accrue interest along with the principal.
Interest shall be computed on a 365 day year based upon the actual number of
days elapsed. The entire principal amount and all accrued but unpaid interest
shall be due and payable upon the earlier of (i) three years from the date
hereof; (ii) the date of consummation of a transaction in which more than 50%
of Borrower is not owned by persons who were holders of capital stock or
securities convertible into capital stock of Borrower immediately prior to such
transaction or in which the composition of a majority of the Board of Directors
of Borrower changes; or (iii) 180 days following a firmly underwritten initial
public offering of Borrower at an aggregate offering price to the public of at
least $5,000,000 and with an offering price to the public of at least $2.50 per
share. This Note shall be terminated and canceled promptly upon Xxxxxxxx's
repayment of the principal amount and all accrued but unpaid interest.
This Note is subject to prepayment upon ninety (90) days written notice,
without penalty. Lender may waive this prepayment notice requirement in
Xxxxxx's sole and absolute discretion.
Borrower represents and warrants that it is duly organized, legally
existing, in good standing and authorized to enter into this Note and that this
Note constitutes the legal, valid and binding obligation of Borrower.
Borrower irrevocably waives the right to direct the application of any and
all payments at any time hereafter received by Xxxxxx from or on behalf of
Borrower, and Borrower irrevocably agrees that Lender shall have the continuing
exclusive right to apply any and all such payments against the then due and
owing obligations of Borrower as Lender may deem advisable. In the absence of a
specific determination by Lender with respect thereto, all payments shall be
applied in the following order:
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(a) then due and payable fees and expenses; (b) then due and payable interest
payments and mandatory prepayments; and (c) then due and payable principal
payments and optional prepayments.
Lender is hereby authorized by Borrower to endorse on Xxxxxx's books and
records each Advance made by Lender under this Note and the amount of each
payment or prepayment of principal of each such Advance received by Xxxxxx. It
is understood, however, that failure to make any such endorsement (or any errors
in notation) shall not affect the obligations of Borrower with respect to
Advances made hereunder, and payments of principal and interest by Xxxxxxxx
shall be credited to Borrower notwithstanding the failure to make a notation (or
any errors in notations) thereof on such books and records.
If Borrower shall fail to do or to perform all things required of Borrower
in this Note within the time provided herein (such failure being an "Event of
Default"), Lender or any other holder of this Note, by negotiation, assignment
or otherwise, may, at Xxxxxx's sole option, accelerate the maturity of the Note
and the obligation evidenced hereby shall become due and payable in full upon
written notice of such acceleration to Borrower. The failure to pay interest on
any annual payment date shall not constitute an Event of Default hereunder, and
such accrued and unpaid interest shall be added to principal as set forth above.
Borrower promises to pay Lender all reasonable costs and reasonable
expenses of collection of this Note and to pay all reasonable attorneys' fees
incurred in such collection or in any suit or action to collect this Note or in
any appeal thereof. Borrower waives presentment, demand, protest, notice of
protest, notice of dishonor, notice of nonpayment, and any and all other notices
and demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note, as well as any applicable statute of limitations. No
delay by Xxxxxx in exercising any power or right hereunder shall operate as a
waiver of any power or right. Time is of the essence as to all obligations
hereunder.
Payment of this Note is limited to payment out of the assets of Borrower
which secure the repayment of this Note, and no stockholder of Borrower shall be
personally liable for the payment of this Note.
This Note shall be deemed to be made under, and shall be construed in
accordance with and governed by, the laws of the State of Nevada, excluding
conflicts of laws principles.
COLLABORATION PROPERTIES, INC.
By: /s/ [Signature Illegible]
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Title: Secretary
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EXHIBIT A
Schedule of Advances and Interest for
Secured Nonrecourse Revolving Promissory Note
As of April 30, 2000
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CPI Notes Payable
Consolidated Note effective 4/30/00
As of: 04/30/00
Principal Total
Note Date Principal Outstanding Interest
Issued Amount 04/30/00 04/30/00
Xxxxxxx X. Xxxxxxxx (WLC)
Total of Notes 03/31/00 109,915.08 109,915.08 5,570.10
Interest calc 04/30/00 0.00 0.00 949.19
$ 109,915.08 $ 109,915.08 $ 6,519.29
TOTAL PRINCIPAL + INTEREST = $ 116,434.37
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