Exhibit 10.19 Line of Credit Agreement with BankFIRST
STRATCOMM MEDIA USA, INC BANKFIRST
0000 XXX XXXX 00000 XX XXX 441 Loan Number____________
XXXXXX XXXX, XX 00000 XXXXXX, XX 00000 Date___APRIL 23, 1998___
Maturity Date ON DEMAND
Loan Amount $300,000.00
BORROIWER' NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal of ____________
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For the value received, I promise to pay you, or your address listed above the
PRICIPAL sum of THREE HUNDRED THOUSAND AND NO/100 *************** Dollars
$300,000.00 [ ] Single Advance: I will receive all of this principal sum on
_______. No additional advances are contemplated under this note. [X] Multiple
Advance: The principle amount shown above is the maximum amount of the principal
I can borrow under this note. On APRIL 23, 1998 I will receive the amount of
$_____________and future principal advances are contemplated.
Conditions: The conditions for future advances are SUBJECT TO
ANNUALFINACIAL REVIEW AND PER CUSTOMER
REQUERST_______________________________________________________________
[X] Open End Credit: You and I agree that I may borrow up to the
maximum principal sum more than one time. This feature is subject to
all other conditions and expires on DEMAND . [ ] Closed End Credit: You
and I agree that I may borrow (subject to all other conditions) up to
the maximum principal sum only one time.
INTEREST: I agree to pay interest on the outstanding principal balance from
APRIL 23, 1998 at the rate of 8.500%
Per year until FIRST CHANGE DATE .
[X] Variable Rate: This rate may then changed as stated below.
[X] Index Rate: The future rate will be ____EQUAL TO the following
index rate: WALL STREET JOURNAL PRIME RATE
PUBLISHED FROM TIME TO TIME IN THE MONEY SECTION OF THE WALL STREET
JOURNAL______.
[ ] No Index: The future rate will not be subject to any internal
or external index. It will be entirely in your control.
[x}Frequency and Timing: The rate on this note may change as often as
daily.
A change on the interest rate will take effect ON THE SAME DAY.
[x] Limitations: During the term of this loan, the applicable interest
rate will not be more than ____18.000% or less than ____________________%. The
rate may not change more than ___________% or each________________.
Effect of Variable Rate: A change in the interest rate will have the
following effect on the payments; [X] the amount of each scheduled
payment will change [X] The amount of the final payment will change.
[ ]----------------------------------------------------------------
ACCURAL METHOD: Interest will be calculated on a ______ACTUAL/360
POST MATURITY RATE: I agree to pay the interest on the unpaid balance of
this note owing after maturity, and until paid in full. [ ] on the same
affixed or variable rate basis in effect before maturity (as indicated
above). [X] at a rate equal to THE STATE OF FLORIDA MAXIMUM RATE
CURERENCTLY AT 18%.
[X] LATE CHARGE: If a payment is made more than __10 days after its due, I
agree to pay a late charge of 5.000% OF THE LATE PAYMENT WITH A MAXIMUM
OF $50.00
[X] ADDITIONAL CHARGES: in addition to interest, I agree to pay the following
charges which [X] are [ ] are not included in the principal amount
above:
EFER TO DISBURSEMENT AUTHORIZATION__________________
PAYMENTS: I agree to pay this note as follows:
[X] Interest: I Agree to pay the accrued interest ON THE 23RD DAY OF EACH
MONTH BEGINNING MAY 23, 1988
[X] Principal: I agrees to pay the principal ON DEMAND
[ ] Installments: I agree to pay this note in ____________ payments. The
first payment will be in the amount of _______________ and will be
due ___________________________________. A payment of __________________
will be due_______________________________________thereafter. The final
payment of the entire unpaid balance and interest will be
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PURPOSE: The purpose of this loan is __BUSINESS: SUPPORT WORKIN CAPITAL.
ADDITIONAL TERMS:
SECURITY
SECURITY INTEREST: I give you a security interest in all of the property
described below that I now own and that I may own in the future (including but
not limited to, all parts, accessories, repairs, improvements, and accessions to
the property), wherever the property is or may be located, and all proceeds and
products from the property.
[ ] Inventory. All inventory which I hold for ultimate sale or lease, or which
has been or will be supplied under contracts of service, or which are raw
materials, work in process, or materials used or consumed in my business. [ ]
Equipment: All equipment including, but not limited to, all machinery, vehicles,
furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop
equipment, office and recordkeeping equipment, and parts and tools. All
equipment described in a list or schedule which I give to you will also be
included in the secured property, but such a list is not necessary for a valid
security interest in my equipment.
[ ] Farm Products: All farm products including but not limited to: (a) all
poultry and livestock and their young, along with their products, produce and
replacements; (b) all crops, annual or perennial, and all product of the crops;
and (c) all feed, seed, fertilizer, medicines, and other supplies used or
produced in my farming operations [ ] Accounts, Instruments, Documents, Chattel
paper, and Other Rights to Payment: All rights I have now and that I may have in
the future to payment of money including, but mot limited to:
(a) payment for goods and other property sold or leased or for service
rendered, whether or not I have earned such payment by performance; and
(b) rights to payment arising out of all present and future debt
instruments, chattel paper and loans and obligations recievable. The
above include any rights and interests(including all liens and security
interet) which I may have by law or agreement against any acount debtor
or obligor of mine.
[ ] Gerneral Intanigables: All gener intangibals including, but not limited to,
tax refunds, applications for patents, patents, copyrights, trademarks, trade
secrets, good will, trade names, customer lists, permits and franchises, and the
right to use my name.
[ ] Government Payments and Programs: All payments,
accounts, general intangibles, or other benefits (including, but not limited to,
payments in kind, deficiency payments, letters of entitlement, warehouse
receipts, storage payments, emergency assistance payments, diversion payments,
any conservation reserve payments) which I now and in the future may have any
rights or interest and which arise under or as a result of any preexisting,
current or future Federal or state governmental program (including, but not
limited to, all programs administered by the Commodity Credit Corporation and
the ASCS).
[X] The secured property includes, but is not limited by, the following:
BANKFIRST CD #0300007576 IN THE AMOUNT OF $200,000.00 DATED 11/07/97 AND
BANKFIRST CD #0300007559 IN THE AMOUNT OF $100,000.00 DATED 10/10/97 BOTH IN THE
NAME OF STRATCOMM MEDIA USA, INC.
If this Agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the legal description
is_________________________________________________________________________
[ ] If checked, file this agreement on the real estate records. Record Owner
(if not me)______________________________________
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The property will be used for [ ] personal [X] business [ ] agricultural [ ]
_________________________________ purpose.
ADDITIONAL TERMS OF THE SECURITY AGREEMENT
GENERALLY - This agreement secures this note and any other debt I have with you,
now or later. However, it will not secure other debts if you fail with respect
to such other debts, to make any required disclosure about this security
agreement or if you fail to give any required notice of the right of rescission.
If property described in this agreement is located in another state, this
agreement may also, in some circumstances be governed by the law of the state in
which the Property is located.
OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent all of the Property, or to
the extent this 'is a purchase interest I will acquire ownership of the Property
with the loan. I will defend it against any other claim. Your claim to the
property is ahead of the claims of any other creditor. I agree to do whatever
you require to protect your security interest and to keep your claim in the
Property ahead of the claims of other creditors. I will not do anything to harm
your position.
I will keep books, records and accounts about the property and my business in
general. I will let you examine these records at any reasonable time. I will
keep the Property in my possession and use it only for the purposes(s) described
on page 1 of this agreement. I will not change the specified use without your
express written permission. I represent that I am the original owner of the
Property and, if I am not, that I have provided you with a list of all previous
owners of the Property.
I will keep the Property at my address, unless we agree I may keep it at
another location. If the property is to be used in another state, I will give
you a list of those states. I will not try to sell the Property unless it is
inventory or I receive your written permission to do so. If I sell the Property
I will have the payment made payable to the order of you and me.
You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your prior written consent; (1) a beneficial interest
in the debtor is sold or transferred, or (2) there is a change in either the
identity or number of members of a partnership, or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.
I will pay all taxes and charges on the Property as they become due. You have
the right of reasonable access in order to inspect the Property. I will
immediately inform you of any loss or damage to the Property.
If I fail to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lion or other security interest, you may without notice
to me perform the duties or cause them to be performed. Your right to perform
for me shall not create an obligation to perform and your failure to perform
will not preclude you from exercising any of your other rights under the law or
this security agreement.
PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the
extent of a purchase money security interest arising under this security
agreement: (a) payments on any nonpurchase money loan also secured by this
agreement will not be deemed to apply to the Purchase Money Loan, and (b)
payments on the Purchase Money Loan will be deemed to apply first to the
nonpurchase money portion of the loan, if any, and then to the purchase money
obligations in the order in which the items of collateral were acquired or if
acquired at the same time, in the order selected by you. No security interest
will be terminated by application of this formula. "Purchase Money Loan" means
any loan the proceeds of which, in whole or in part, are used to acquire any
collateral securing the loan and all extensions, renewals, consolidations and
refinancing of such loan.
PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such as
property insurance premiums). You may treat those payments as advances and add
them to the unpaid principal under the note secured by this agreement or you may
demand immediate payment of the amount advanced.
INSURANCE - I agree to buy insurance on the property against all the risks and
for the amounts you require and to furnish you continuing proof of the coverage.
I will have the insurance company name you as a loss payee on any such policy.
You may require added security if you agree that insurance proceeds may be used
to repair or replace the property. I will buy insurance from a firm licensed to
do business in the state where you are located. The firm will be responsibly
acceptable to you. The insurance will last until the property is released from
this agreement. If I fail to buy or maintain the insurance (or fail to name you
as a loss payee) you may purchase it yourself.
WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will not
settle any account for less than its full value without your written permission.
I will collect all accounts until you tell me otherwise. I will keep the
proceeds from all the accounts and, any goods which are returned to me or which
I take back in trust for you. I will not mix them with any other property of
mine. I will deliver them to you at your request. If you ask me to pay the full
price on any returned items or items retaken by myself, I will do so.
If this agreement covers inventory, I will not dispose of it except in my
ordinary course of business at the fair market value for the Property, or at a
minimum price established between you and me.
If this agreement covers farm products I will provide you, at your request, a
written list of the buyers, commission merchants or selling agents to or through
whom I may sell my farm products. In addition to those parties named on this
written list, I authorize you to notify at your sole discretion any additional
parties regarding your security interest in my farm products. I remain subject
to all applicable penalties for selling my farm products in violation of my
agreement with you and the Food Security Act. In this paragraph the terms farm
products, buyers, commission merchants and selling agents have the meanings
given to them in the Federal Food Security Act of 1985.
REMEDIES - I will be in default on this security agreement if I am in default on
any note this agreement secures or if I fail to keep any promise contained in
the terms of this agreement. If I default, you have all of the rights and
remedies provided in the note and under the Uniform Commercial Code. You may
require me to make the secured property available to you at a place which is
reasonably convenient. You may take possession of the secured property and sell
it as provided by law. The proceeds will be applied first to your expenses and
then to the debt. I agree that 10 days written notice sent to my last known
address by first class mail will be reasonable notice under the Uniform
Commercial Code. My current address is on page 1. 1 agree to inform you in
writing of any change of my address.
FILING - A carbon, photographic or other reproduction of this security agreement
or the financing statement covering the Property described in this agreement may
be used as a financing statement where allowed by law. Where permitted by law,
you may file a financing statement which does not contain my signature, covering
the Property secured by this agreement.
Any person who signs within this box does so to give you a security interest in
the Property described on this page. This person does not promise to pay the
note. "I" as used in this security agreement will include the borrower and any
person who signs within this box.
Date
Signed _________________________________________________
ADDITIONAL TERMS OF THE NOTE
DEFINITIONS - As used on page 1, "[X]" means the terms that apply to this loan.
"l," *me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lander
and its successors and assigns.
APPLICABLE LAW - The law of the state of Florida will govern this agreement. Any
term of this agreement which is contrary to applicable law will not be
effective, unless the law permits you and me to agree to such a variation. It
any provision of this agreement cannot be enforced according to its terms, this
fact will not affect the enforceability of the remainder of this agreement. No
modification of this agreement may be made without your express written consent.
Time is of the essence in this agreement. PAYMENTS - Each payment I make on this
note will first reduce the amount I owe you for charges which are neither
interest nor principal. The remainder of each payment will then reduce accrued
unpaid interest, and then unpaid principal. If you and I agree to a different
application of payments, we will describe our agreement on this note. I may
prepay a part of, or the entire balance of this loan without penalty, unless we
specify to the contrary on this note. Any partial prepayment will not excuse or
reduce any later scheduled payment until this note is paid in full (unless, when
I make the prepayment, you and I agree in writing to the contrary). INTEREST -
Interest accrues on the principal remaining unpaid from time to time, until paid
in full. If I receive the principal in more than one advance, each advance will
start to earn interest only when I receive the advance. The interest rate in
effect on this note at any given time will apply to the entire principal sum
outstanding at that time. Notwithstanding anything to the contrary, I do not
agree to pay and you do not intend to charge any rate of interest that is higher
than the maximum rate of interest you could charge under applicable law for the
extension of credit that is agreed to in this note (either before or after
maturity). If any notice of interest accrual is sent and is in error, we
mutually agree to correct it, and it you actually collect more interest than
allowed by law and this agreement, you agree to refund it to me.
INDEX RATE - The index will serve only as a device for setting the interest rate
on this note. You do not guarantee by selecting this index, or the margin, that
the interest rate on this note will be the same rate you charge on any other
loans or class of loans you make to me or other borrowers.
POST MATURITY RATE - For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS - If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any described in the "PAYMENTS BY LENDER" paragraph
below.
MULTIPLE ADVANCE LOANS - It this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed and
credit, repaying a part of the principal will not entitle me to additional
credit. SET-OFF - I agree that you may set off any amount due under this note
against any right I have to receive money from you.
"Right to receive money from you" means: (1) any deposit
account balance I have with you; (2) any money owed to me on
an item presented to you or in your possession for collection
or exchange; and (3) any repurchase agreement or other
nondeposit obligation
"Any amount due and payable under this note " means the total amount of which
you are entitled to and under the terms of this note at the time you set off.
This total includes any balance the date for which you properly accelerate under
this note.
If my right to receive money from you is also owned by, someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to other amounts I could Withdraw on my sole request or
endorsement, Your right of set-off does not apply to an account of other
obligation where my rights are only as a representative. It also does not apply
to any individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt against any of my accounts. I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
to set-off. DEFAULT - I will be in default if any one or more of the following
occur: (1) 1 fail to make a payment an time or in the amount due; (2) 1 fail to
keep the Property insured, if required; (3) 1 fail to pay, or keep any promise,
on any debt or agreement I have with you; (4) any other creditor of mine
attempts to collect any debt I owe him through court proceedings; (5) 1 die, am
declared incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or
I am unable to pay my debts as they become due); (6) 1 make any written
statement or provide any financiall information that is untrue or inaccurate at
the time it was provided; (7) 1 do or fail to do something which causes you to
believe you will have difficulty collecting the amount.[ owe you; (8) any
collateral securing this note is used in a manner or for a purpose which
threatens confiscation by a legal authority; (9) 1 change my name or assume an
additional name without first notifying you before making such a change; 110) 1
fail to plant, cultivate and harvest crops in due season; (11) any loan proceeds
are used for a purpose that will contribute to excessive erosion of highly
erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES - If I am in default on this note you have, but are not limited to, the
following remedies:
(1) You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued unpaid charges). (2)
You may set off this debt against any right I have to the payment of money
from you, subject to the terms of the "SET-OFF" paragraph herein.
(3) You may demand security, additional security, or additional parties to be
obligated to pay this note as a condition for not using any other remedy. (4)
You may refuse to make advances to me or allow purchases on credit by me.
(5) You may use any remedy you have under state or federal law.
(6) You may make use of any remedy given to you in any agreement securing
this note.
By selecting any one or more of these remedies you do not give up your right
to use later any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to consider later the event a default if it
continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES - I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note. I also agree to pay any.
reasonable fee costs (except Where prohibited by law). I agree that "reasonable
attorney's fees" shall be constructed to mean 10% of the principal sum named in
this note, or such larger fee that the court may determine to be reasonable and
just. To the Extent permitted by the United States Bankruptcy Code, I also agree
to pay reasonable attorney fees and cost you incur to collect his debt as
awarded by nay court exercising jurisdiction under the Bankruptcy Code.
WAIVER - I give up my rights to require you to do certain things. I will not
require you to: (1) demand Payment of amounts due (presentment); (2) obtain
Official certification of nonpayment (protest); or
(3) give notice that amounts due have not been paid (notice of dishonor). To the
extent permitted by law, I also waive my right to a trial by jury in respect to
any action arising from this note and any other agreement executed in
conjunction with this credit transaction. I waive any defenses I have based on
sureship or impairment of collateral.
OBLIGGATIONS INDEPENDENT - I understand that I must pay this note someone else
has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may xxx me a, or anyone else who is obligated on
this note, or any number of us together to collect this note. You may without
notice release any party to this agreement without releasing any other party. it
you give up any of your rights, with or without notice, it will not affect my
duty to pay this note. Any extension of new credit to any of us, or renewal of
this note by all or less than all of us will pot release me from my duty to pay
it. (Of course, you are entitled to only one payment in full.) I agree that you
may at your option extend this note or the debt represented by this note, or any
portion of the note or debt, from time to time without limit or notice and for
any term without affecting my liability for payment of the note. I will not
assign my obligation under this agreement without your prior written approval.
CREDIT INFORMATION - I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.
SIGNATURES: I GREE TO THE TERMS OF THIS NOTICE (INCLUDING THOSE ON PAGES 1
AND 2). I have received a copy on toady's date.
STRATCOMM MEDIA USA, INC._____________________________________________________
XXXXXX X XXXXXX, CHIEF EXEC OFFICER___________________________________________
XXXX XXXXXXX, CHIEF XXXXX OFFICER_____________________________________________
Signature for lender: XXXX X XXXX, EXECUTIVE VISE PRESIDNET__________________
BANKFIRST
00000 XX XXX 000
XXXXXX, XX 00000
STRATCOMM MEDIA U.S.A., INC.
0000 XXX XXXX
XXXXXX XXXX, XX 00000
Account holder's name and address: I: means the account holder named above. It
there is more than one, "I" means all account holders jointly and each account
holder separately.
Assignment of deposit or share account: For value received, I assign and
transfer to you, and I give you a security interest in the following account(s):
BF CD #0300007576 AND BF CD #0300007559 BOTH IN THE NAIVE OF STRATCOMM MEDIA
U.S.A., INC.
and any renewals or substitutions. These account(s) will be referred to as the
collateral in the rest of this agreement. The collateral is held with:
BANKFIRST
00000 XX XXX 000
XXXXX, XX 00000
which will be referred to as the depository in the rest of this agreement. The
collateral includes all funds now in the accounts listed plus all additions of
any kind and from any source, made at any time before the release of this
agreement in writing.
Secured debt(s): This agreement is made to secure the payment of:
[ ] all present and future debts, of every kind and description which:
may now or hereafter owe to you, no matter how or when these debts arise. (We
intend this paragraph to be very broad. For example, "debts" include loans or
credit purchases, made by or transferred to you, as well as debts arising from
any other relationship such as xxxxx overdrafts, forgeries, or returned
deposits. These also include debts arising from any capacity [maker, co-maker,
endorser, surety, guarantor].) It more than one person or entity is listed, then
all joint and separate debts of all those listed are secured.
[X] the following described debt(s), plus all extensions, renewals,
modifications and substitution NOTE AM SECURITY AGREEMENT DATED 4/23/98 IN THE
AMOUNT OF $300,000.00.
Additional terms:Additional terms: The following terms are also part of this
agreement: (1) This agreement will last until you release it in writing, and
you are not required to release it until the secured debts are paid in full.
(2) While this agreement is in effect, neither I not anyone also (except you,
the secured party) can withdraw all or any part of the collateral.
(3) No joint owner, beneficiary, surviving spouse or representative of my estate
gets any rights in the collateral in the event of my death or incapacity until
the secured debts are paid in full.
(4) You have the right to withdraw all or any part of the collateral and apply
the withdrawal toward the payment of the secured debt(s), even if the withdrawal
causes a penalty. If a secured debt is in default you can exercise this right
without any notice to me or my consent (unless such notice or consent is
required by law and cannot be waived). You have the right to sign my name for
sign your name as my attorney in fact) to exercise the rights given to you in
this agreement.
(5) 1 represent and promise that no other person or entity has any rights in the
collateral that have priority over those I am giving you here and that no part
of the collateral is exempt or protected by law from this agreement. (6) The
rights and remedies I am giving you here are in addition to any stated in any
other agreements. It there is more than one debt secured, more than one type of
collateral (including collateral outside of this agreement) or more than one
debtor liable, it is entirely in your discretion as to the order (7) 1 neither
assume nor am excused from personal liability for any of the secured debts
merely by making this agreement; my personal liability will be determined by
referring to other documents. I do assume personal liability for the warranties
and representation (8) A debt secured by this agreement (whether specifically
listed or not) includes all sums that could possible be due under the debt. (9)
I specifically request and direct the depository to honor and accept this
agreement and its terms.
Signature(s) of account holder(s): By signing here we accept the terms of this
agreement and acknoledgment receipt of this copy.
By: _____________________________________________________
XXXXXX X XXXXXX, CHIEF EXECUTIVE OFFICER
By: ______________________________________________________
XXXX SELUCO, CHIEF FINANCIAL OFFICER
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NOTICE TO DEPOSITORY: ACKNOLEDGMENT BT THE DEPOSITORY: RELEASE BY SECURED PARTY:
DATE: DATE: APRIL 23, 1998 Date:
To: To: BANKFIRST To:
[ ] this confirms our oral notice dated:
Please take notice of this agreement. Please We have received your notice of this agreement. We This is to advise you that
the assignment and security
confirm your receipt of this notice and agree that no account holder or any other person interest in the collateral
described above has been released
your acceptance of its terms by completing (other than you, the secured party) has any right and the original
certificate, or passbook or other
the acknowledgement portion and returning to make any withdrawals from the collateral until evidence of the collateral
(if any) has been returned
a copy to the secured party. This agreement is released in writing by you. to the account holder(s).
By: By: By:
------------------------------------- ----------------------------------------- -----------------------------------------
for the secured party for the depository for the secured party
SIGNATURES: I AGREE TO THE TERMS OF THIS LINE OF CREDIT. I HAVE RECEIVED A COPY
ON TODAY'S DATE. STRATCOMM MEDIA U.S.A. ,-INC-
(page I of 1)
STRATCOMM MEDIA U.S.A., INC. BANKFIRST
0000 XXX XXXX 00000 XX XXX 000 Line of Credit Xx
XXXXXX XXXX, XX 00000 XXXXXX XX 00000 Date : APRIL 23, 1998
Max credit amt. $300,000.00
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Loan Ref #. You have
extended to me a line of credit in the AMOUNT of THREE HUNDRED THOUSAND AND
NO/100 ____________________________$ 300,000.00 .
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Although the line of credit expires on that date, I will remain obligated to
perform all my duties under this agreement so long as I owe you any money
advanced according to the terms of this agreement, as evidenced by any note or
notes I have signed promising to repay these amounts This line of credit is an
agreement between you and me. It is not intended that any third party receive
any benefit from this agreement, whether by direct payment, reliance for future
payment or in any other manner. This agreement is not a letter of credit.
1. AMOUNT: This line of credit is:
[X] OBLIGATORY: You may not refuse to make a loan to me under this line of
credit unless one of the following occurs:
a. I have borrowed the maximum amount available to me;
b. This line of credit has expired;
c. I have defaulted on the note (or notes) which show my indebtedness
under this line of credit;
d. I have violated any term of this line of credit or any note or other
agreement entered into in connection with this line of credit;
e. SUBJECT TO ANUUAL FINACIAL REVIEW___________________________
==============================================================
[ ] DISCRETIONARY : You may refuse to make a loan to me under this line of
credit once the aggregate outstanding advances equal or exceed
----------------------------------------------------------.
Subject to the obligatory or discretionary limitation above, this line of credit
is:
[ X] OPEN-END (Business or Agricultural only): I may borrow up
to the maximum amount of principal more than one time.
[ ] CLOSED-END: I may borrow up to the maximum only
one time.
2. PROMISSORY NOTE: I will repay any advances made according to this line of
credit agreement as set out in the promissory note, I signed on________
APRIL 23, 1998___________, or any note(s) I sign at a later
time which represent advances under this
agreement. The note(s) set(s) out the terms relating to maturity, interest rate,
repayment and advances. If indicated on the promissory note, the advances will
be made as follows _______SUBJECT TO ANNUAL FINANCIAL REVIEW AND PER CUSTOMER
REQUEST____
---------------------------------------------------------------------------
3. RELATED DOCUMENTS: I have signed the following documents in connection with
this line of credit and note(s) entered into accordance with this line of
credit:
[X] security agreement dated APRIL 23, 1998 [X] ASSIGNMENT OF
ACCOUNT [ ] mortgage
dated______________________________________ [X] DOCUMENTARY
STAMP LETTER [ ] guaranty
dated_______________________________________ [ ]
-------------------------------
4. REMEDIES: If I am in default on the note(s) you may:
a. take any action as provided in the related documents
b. without notice to me, terminate this line of credit.
By selecting any of these remedies you do not give up
your right to later use any other remedy, By deciding not to use any remedy
should I
5. COSTS AND FEES: If you hire an attorney to enforce this agreement I'll pay
your reasonable attorney's fees, where permitted by law. I will also pay your
court costs and costs of collection, where permitted by law.
6. COVENANTS: For A long as this line of credit is in effect or I owe You
money for advances made in accordance with the line of credit, I will do the
following:
a. maintain books and records of my operations relating to the need for this
line of credit;
b. permit you or any of your representative to inspect and/or copy these records
c. provide to you any documentation requested by you which support the reason
for making any advance under the line of this credit;
d. permit you to make any advance payable to the seller(or seller and me) of any
items being purchased with that advance;
e. ____________________________________________________________________________
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7. NOTICES: All notices or other when correspondence with me should be sent to
my address stated above. The notice or correspondence shall be effective when
deposited in the mail, first class, or delivered to me in person.
8. MISCELLANEOUS: This line of credit may not be changed except by a written
agreement signed by you and me. The law of the state in which you are located
will govern this agreement. Any term of this agreement which is contrary to
applicable law will not be effective, unless the law permits you and me to
agree to such a violation.
FOR THE LENDER SIGNATURES: IAGREE TO THE TERMS OF THIS LINE OF CREDIT.
I HAVE RECEIVED A COPY ON TODAY"S DATE.
XXXX X. XXXX STRATCOMM MEDIA USA, INC.
TITLE: EXECUTIVE VICE PRESIDENT By:
XXXXXX X XXXXXX, CHIEF EXEC OFFICER
By
XXXX XXXXXXX, CHIEF XXXXX OFFICER
STRATCOMM MEDIA USA, INC.
0000 XXX XXXX BANKFIRST Loan Number______________
XXXXXX XXXX, XX 00000 00000 XX XXX 000 Dat APRIL 23, 1998
XXXXXX, XX 00000 Mat. Due _ON DEMAND___
BORROWERS NAME AND ADDRESS LENDER'S NAME AND
ADDRESS Loan Amount $_300,000.00_
-----------------------------------------------------------------------------
I hereby authorize and request the following disbursement from the loan
reference above:
a. Amount given directly to me $ 298,600.00
b. Amount paid on my account (#_____________) $
c. To lender amounts paid to others on my behalf $ 350.00
d. To property insurance company $
e. To credit line insurance company $
f. To disability insurance company $
g. To public officials $
h. DOCUMENTARY STAMP TAX $ 1,0500.00
i.
j.
k.
l.
m.
n.
o.
p.
q.
Comments STRATCOMM MEDIA USA, INC
By:
XXXXXX X XXXXXX, CHIEF EXEC OFFICER
By:
Loan officer: XXXX XXXXXXX, CHIEF XXXXX OFFICER
(page I of 1)
CORPORATE AUTHORIZATION RESOLUTION
BANKFIRST By: STRATCOMM MEDIA USA, INC.
00000 XX XXX 000 0000 XXX XXXX
XXXXXX, XX 00000 XXXXXX XXXX, XX 00000
A. I, XXX XXXXXX certify that I am Secretary (clerk) of the above named
Corporation organized under the laws of FLORIDA Federal Employer IND. Number
00-0000000, engaged in business under the trade name of STRATCOMM MEDIA U.S.A. ,
and that the following is a correct copy of resolutions adopted at a meeting of
the Board of Directors of this corporation duly and properly called and held on
APRIL 23, 1998 . These resolutions appear in the minutes of this meeting and
have not been rescinded or modified.
B. Be it resolved that,
(1) The Financial Institution named above is designated as a depository for the
funds of this corporation.
(2) This resolution shall continue to have effect until express written notice
of its rescission or modification has been received and recorded by this
Financial Institution. (3) All transactions, if any, with respect to any
deposits, withdrawals, rediscounts and borrowings by or on behalf of this
corporation with this Financial Institution prior to the adoption of this
resolution are hereby ratified, approved and confirmed. (4) Any of the persons
named below, so long as they act in a representative capacity as agents of this
corporation, are authorized to make any and all other contracts, agreements,
stipulations and orders which they may deem advisable for the effective exercise
of the powers indicated below, from time to time with this Financial
Institution, concerning funds deposited in this Financial Institution, moneys
borrowed from this Financial Institution or any other business transacted by and
between this corporation and this Financial Institution subject to any
restrictions stated below.
(5) Any and all prior resolutions adopted by the Board of Directors of this
corporation and certified to this Financial Institution as governing the
operation of this corporation's account(s), are in full force and effect, unless
supplemented or modified by this authorization.
(6) This corporation agrees to the terms and conditions of any account
agreement, properly opened by any authorized representative(s) of this
corporation, and authorizes the Financial Institution named above, at any time,
to charge this corporation for all checks, drafts, or other orders, for the
payment of money, that are drawn on this Financial Institution, regardless of by
whom or by what means the facsimile signature(s) may have been affixed so long
as they resemble the facsimile signature specimens in section C. (or the
facsimile signature specimens that this corporation files with this Financial
Institution from time to time) and contain the required number of signatures for
this purpose.
C. If indicated, any person listed below (subject to any expressed restrictions)
is authorized to:
(A) XXXXXX X. XXXXXX, CHIEF EXEC OFFICER
(B) XXXX XXXXXXX, CHIEF FINANCIAL OFFICER
(C)
(D)
Indicate A, B, C and/or D
A B (1)Exercise all of the all of the powers listed in (2) through
(6). (2) Open any deposit or checking account(s) in the name of
this corporation.
(3) Endorse checks and orders for the payment of money and withdraw
funds on deposit with this Financial Institution. Number of
authorized signatures required for this purpose . (4) Borrow money
on behalf and in the name of this corporation, sign, execute and
deliver promissory notes or other evidences of indebtedness. Number
of authorized signatures required for this purpose . (5) Endorse,
assign, transfer, mortgage or pledge bills receivable, warehouse
receipts, bills of lading, stocks, bonds, real estate or other
property now owned or hereafter owned or acquired by this
corporation as security for sums borrowed, and to discount the
same, unconditionally guarantee payment of all bills received,
negotiated or discounted and to waive demand, presentment, protest,
notice of protest and notice of non-payment. Number of authorized
signatures required for this purpose (6) Enter into written lease
for the purpose of renting and maintaining a Safe Deposit Box in
this Fi cial Institution. Number of authorized persons required to
gain access and to terminate the lease
D. I further certify that the Board of Directors of this corporation has, and at
the time of adoption of this resolution had, full power and lawful authority to
adopt the foregoing resolutions and to confer the powers granted to the persons
named who have full power and lawful authority to exercise the same.
In Witness Whereof, I have hereunto subscribed my
name and affixed the seal of this corporation on
IMPRINT APRIL 23, 1998
SEAL
HERE
XXXXXX X XXXXXX
XXX XXXXXX
DOCUMENTARY STAMP LETTER
BankFIRST
00000 XX XXX 000
XXXXXX, XX 00000
Re: Loan Agreement between Stratcomm Media U.S.A., Inc. and BankFIRST
dated April 23, 1998.
Gentlemen:
Reference is made to the above-captioned loan agreement, under which we
are financing a Line of Credit in the amount of Three Hundred Thousand and
No/100 Dollars ($300,000.00) through your finance department in the bank.
It is understood that the only documentary stamps which have been
purchased in connection with this transaction have been placed on the
notes mentioned in the agreement, and that should it later prove necessary
to place state documentary stamps on the paper in each individual
'transaction, we will hold BankFIRST harmless and guarantee payment of all
such additional documentary stamps that may be necessary to purchase in
the future.
This will also include any stamps that have to be purchased for contracts
for individual transactions negotiated under the abovecaptioned agreement
prior to the date of this letter.
ACKNOWLEDGED:
Stratconm Media U.S.A., Inc.
By: (SEAL)
Xxxxxx X. Xxxxxx
Chief Executive Officer
By (SEAL)
Xxxx Xxxxxxx
Chief Financial Officer
Date:
CORPORATE AUTHORIZATION RESOLUTION
BANKFIRST By: STRATCOMM MEDIA USA, INC.
00000 XX XXX 000 0000 XXX XXXX
XXXXXX, XX 00000 XXXXXX XXXX, XX 00000
A. I, XXX XXXXXX certify that I am Secretary (clerk) of the above named
Corporation organized under the laws of FLORIDA Federal Employer IND. Number
00-0000000, engaged in business under the trade name of STRATCOMM MEDIA U.S.A. ,
and that the following is a correct copy of resolutions adopted at a meeting of
the Board of Directors of this corporation duly and properly called and held on
APRIL 23, 1998 . These resolutions appear in the minutes of this meeting and
have not been rescinded or modified.
B. Be it resolved that,
(1) The Financial Institution named above is designated as a depository for the
funds of this corporation.
(2) This resolution shall continue to have effect until express written notice
of its rescission or modification has been received and recorded by this
Financial Institution. (3) All transactions, if any, with respect to any
deposits, withdrawals, rediscounts and borrowings by or on behalf of this
corporation with this Financial Institution prior to the adoption of this
resolution are hereby ratified, approved and confirmed. (4) Any of the persons
named below, so long as they act in a representative capacity as agents of this
corporation, are authorized to make any and all other contracts, agreements,
stipulations and orders which they may deem advisable for the effective exercise
of the powers indicated below, from time to time with this Financial
Institution, concerning funds deposited in this Financial Institution, moneys
borrowed from this Financial Institution or any other business transacted by and
between this corporation and this Financial Institution subject to any
restrictions stated below.
(5) Any and all prior resolutions adopted by the Board of Directors of this
corporation and certified to this Financial Institution as governing the
operation of this corporation's account(s), are in full force and effect, unless
supplemented or modified by this authorization.
(6) This corporation agrees to the terms and conditions of any account
agreement, properly opened by any authorized representative(s) of this
corporation, and authorizes the Financial Institution named above, at any time,
to charge this corporation for all checks, drafts, or other orders, for the
payment of money, that are drawn on this Financial Institution, regardless of by
whom or by what means the facsimile signature(s) may have been affixed so long
as they resemble the facsimile signature specimens in section C. (or the
facsimile signature specimens that this corporation files with this Financial
Institution from time to time) and contain the required number of signatures for
this purpose.
C. If indicated, any person listed below (subject to any expressed restrictions)
is authorized to:
(A) XXXXXX X. XXXXXX, CHIEF EXEC OFFICER
(B) XXXX XXXXXXX, CHIEF FINANCIAL OFFICER
(C)
(D)
Indicate A, B, C and/or D
A B (1)Exercise all of the all of the powers listed in (2) through
(6). (2) Open any deposit or checking account(s) in the name of
this corporation.
(3) Endorse checks and orders for the payment of money and withdraw
funds on deposit with this Financial Institution. Number of
authorized signatures required for this purpose -2- . (4) Borrow
money on behalf and in the name of this corporation, sign, execute
and deliver promissory notes or other evidences of indebtedness.
Number of authorized signatures required for this purpose . -2- (5)
Endorse, assign, transfer, mortgage or pledge bills receivable,
warehouse receipts, bills of lading, stocks, bonds, real estate or
other property now owned or hereafter owned or acquired by this
corporation as security for sums borrowed, and to discount the
same, unconditionally guarantee payment of all bills received,
negotiated or discounted and to waive demand, presentment, protest,
notice of protest and notice of non-payment. Number of authorized
signatures required for this purpose -2- (6) Enter into written
lease for the purpose of renting and maintaining a Safe Deposit Box
in this Fi cial Institution. Number of authorized persons required
to gain access and to terminate the lease -2-
D. I further certify that the Board of Directors of this corporation has, and at
the time of adoption of this resolution had, full power and lawful authority to
adopt the foregoing resolutions and to confer the powers granted to the persons
named who have full power and lawful authority to exercise the same.
In Witness Whereof, I have hereunto subscribed my
name and affixed the seal of this corporation on
IMPRINT APRIL 23, 1998
SEAL
HERE
XXXXXX X XXXXXX
XXX XXXXXX
