Exhibit 10.1
LOAN AGREEMENT
AGREEMENT entered into as of the 6th day of February 1992, between
XXXXXX X. XXXXXXXX, XX., residing at 000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx 00000 ("Xxxxxxxx"), and PIVOT CORPORATION, a New York corporation
located at 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("PIVOT").
RECITALS
A. Pivot is interested in obtaining short term financing for its
operations.
X. Xxxxxxxx is interested in investing in Pivot and is willing and able
and has agreed to provide Pivot some short term financing.
TERMS AND CONDITIONS
Xxxxxxxx and Pivot therefore agree as follows:
1. Xxxxxxxx agrees to loan Pivot $100,000 (the "borrowed funds").
2. Pivot will repay the borrowed funds in full on or before
November 6, 1992. Pivot will pay interest on the borrowed funds at an
annual rate of 11% simple interest. The interest will be payable monthly
in arrears, commencing March 6, 1992. In the event any interest payment is
not received by the thirteenth (13th) day, one month in arrears of date
due, Pivot will pay a default rate of fifteen percent (15%) interest on
the loan until Pivot is current on the interest payments. These repayment
obligations are set forth in the annexed Promissory Note, which is to be
executed by an authorized representative of Pivot at the time this
agreement is executed.
3. Xxxxxxxx understands and agrees that his loan to Pivot will be fully
subordinated
to all of Pivot's existing debt obligations as well as to any debt
incurred for financing that may be provided to the company in the future
by any one banking institution.
4. Pivot will issue, immediately upon execution of this agreement, a
certificate for two (2) shares of the company's common stock. At the time
of its issuance, that stock will be the equivalent of not less than two
percent (2%) of the authorized and outstanding shares of the company.
5. If for any reason, Pivot fails to repay the loan on or before
November 6, 1992, the company will issue a certificate for one (1)
additional share of the company's common stock for each additional three
(3) month period, or portion thereof, that the loan remains unpaid, in
whole in or part.
6. Pivot assigns to Xxxxxxxx any right or opportunity Pivot might have
to purchase any interest Xxxxx Xxx may have in the company. Specifically,
Xxxxx Xxx has invested $50,000 in Pivot in exchange for six (6) shares of
Pivot's common stock, or for so many shares as equal not less than 6% of
the authorized and outstanding shares of the company at the time of the
issuance of the shares (the "Mah Shares"). The Mah Shares have not been issued
and are not to be issued until sufficient equity has been invested in the
company to warrant the sale and issuance of additional shares of the company's
common stock so that the total number of authorized and outstanding shares is
one hundred (100).
7. The shares issued to Xxxxxxxx pursuant to paragraph 4, and any shares
purchased by Xxxxxxxx from Xxxxx Xxx pursuant to paragraph 6, will have
preemptive rights in Xxxxxxxx'x favor with respect to any shares to be
issued by Pivot in excess of a total of one hundred (100), such that
Xxxxxxxx will have the opportunity to maintain the same
percentage equity interest in the company as is represented by the shares
issued to and purchased by him pursuant to this agreement.
8. This Loan Agreement, together with the annexed Promissory Note,
constitute the entire agreement between the parties with respect to their
subject matter, and they may not be modified or amended orally.
9. This Loan Agreement and the annexed Promissory shall be construed in
accordance with and be governed by the laws of the State of New York.
10. In the event that any portion of this agreement is deemed unlawful,
all other portions will remain in force, to the extent permitted by law.
IN WITNESS WHEREOF the parties hereto have caused this agreement to
be duly executed.
/s/: Xxxxxx X. Xxxxxxxx, Xx.
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XXXXXX X. XXXXXXXX, XX.
PIVOT CORPORATION
By: /s/: E. Xxxxxxx Xxxxx
---------------------------
E. XXXXXXX XXXXX
President
S23SUB.P65 DRAFT 2/14/92
SUBORDINATED
PROMISSORY NOTE
$100,000 New York, New York
February 6, 1992
FOR VALUE RECEIVED, PIVOT CORPORATION, by its president, E. Xxxxxxx
Xxxxx, ("Pivot") hereby promises to pay to the order of XXXXXX X. XXXXXXXX,
XX., ("Xxxxxxxx"), at Lifttock International, 000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx, 00000, or at such other place as Xxxxxxxx may from time to
time designate in writing, the principal amount of One Hundred Thousand Dollars
($100,000) payable in a lump sum on or before November 6, 1992, with interest
from February 6, 1992, at the annual rate of eleven percent (11%) simple
interest, payable monthly in arrears for nine months commencing on March 6,
1992, and ending on November 6, 1992, as set forth on the annexed schedule.
In the event Pivot fails to repay the principal amount on or before
the date specified above, Xxxxxxxx shall be entitled to exercise the rights and
remedies set forth in the Loan Agreement of even date between Xxxxxxxx and
Pivot.
In the event any interest payment is not received by the thirteenth
(13th) day of the date due in accordance with the attached schedule, Pivot
shall pay an annual default rate of fifteen percent (15%) simple interest
payable monthly until Pivot is no longer in arrears on the interest payments as
set forth on the attached schedule.
The principal and interest payment obligations set forth in this
Promissory Note shall be fully subordinated to all of the company's existing
debt obligations as well as to any debt incurred for financing that may be
provided to the company in the future by any one banking
institution.
IN WITNESS WHEREOF the undersigned has executed and delivered this
note as of the date above written.
PIVOT CORPORATION
By: /s/: E. Xxxxxxx Xxxxx
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E. Xxxxxxx Xxxxx
President
