Exhibit 10.6 Loan Agreement with MJK Trading, Inc.
LOAN AGREEMENT
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It is hereby agreed that effective the date set forth below, Eagle
Broadband, Inc., a Texas corporation, hereinafter referred to as the "Borrower",
and MJK Trading, Inc., 0000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, XX, 00000 and its
successors and assigns, hereinafter referred to as the "Lender", that Borrower
will borrow from Lender and Lender will lend to Borrower, pursuant to the
following terms, conditions and provisions:
1. Amount: The Original principal sum of the Loan shall be Three Hundred
Thousand Dollars and no/100 Cents ($300,000.00) and shall be sent via
wire transfer to the following:
XXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX
XXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXX
FURTHER CREDIT TO:
NAME OF EAGLE WIRELESS INTERNATIONAL
000 XXXXXXXXX XXXXX
XXXXXX XXXX, XX 00000-0000
2. Term of Loan: This Loan is due and payable on May 25, 2003. NEITHER
PARTY MAY ASSIGN OR TRANSFER ITS RIGHTS AND OBLIGATIONS UNDER THIS
LOAN WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY. THIS LOAN
MAY NOT BE PAID, IN PART OR IN FULL, BY A THIRD PARTY WITHOUT THE
EXPRESS WRITTEN CONSENT OF BORROWER'S BOARD OF DIRECTORS.
3. Interest Rate: This Loan shall bear interest of 14% per annum on the
unpaid principal, and this loan shall bear an interest of 16% per
annum on any past due principal.
4. Additional Compensation: As additional compensation to the Lender the
Borrower grants to the Lender an option (this "Option") to purchase
from the Borrower all or any part of a total of 3,000,000 shares
(collectively, the "Option Shares") of the common stock of the
Borrower (the "Common Stock"), at a price of $0.18 per share (the
closing price on the day of the loan). The Option is granted as of the
date hereof and vests upon the complete funding of this Loan. This
Option will expire at the close of business on February 25, 2006 (the
"Option Termination Date").
5. Security: To secure payment of the Loan, including principal, accrued
interest and all costs, the Borrower hereby grants to Lender a
security interest in and to all of Borrower's wholly owned subsidiary
Eagle Broadband Services' Bundled Digital Services accounts and
accounts receivable, investment property, goods, equipment, inventory,
fiber-in-the-ground and head-end facilities, and all of the issued and
outstanding stock of Eagle Broadband Services, Inc. owned by Borrower.
6. Costs: Borrower shall pay all reasonable costs incurred by Lender
incident to this Loan, including filing fees with Government agencies
or offices, delivery charges, copy charges and attorneys fees for the
preparation of the Loan documents. Borrower shall also reimburse
Lender for all reasonable, documented out-of-pocket expenses (which
expenses include reasonable attorney's fees) incurred in connection
with this Loan up to $15,000.00. Lender shall provide Borrower an
invoice that itemizes the expenses and such expenses shall be deducted
from the funding of the Loan.
7. Default: On default in the payment of this Loan or in the performance
of any obligation in any instrument securing or collateral to it, this
Loan and all obligations in all instruments securing or collateral to
it shall become immediately due at the election of Lender. Borrower
and each surety, endorser, and guarantor waive all demands for
payment, presentations for payment, notices of intention to accelerate
maturity, notice of acceleration of maturity, protests, and notices of
protest. This Loan is not to be deemed a purchase of the Receivable.
8. Miscellaneous:
Notices. Except as otherwise provided, any notices or other communications
required or permitted to be given pursuant to this Loan Agreement shall be in
writing and shall be considered as properly given if mailed by first-class
United States mail properly addressed, postage prepaid, registered or certified,
with return receipt requested, or by prepaid telegram or by facsimile
transmission if receipt is acknowledged by the addressee. Notice so mailed shall
be effective upon the expiration of five business days after its deposit. Notice
given in any other manner shall be effective only if and when received by the
addressee. For purposes of notice, the address of each party shall be the
address set forth below; provided, however, that each party shall have the right
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to change his respective address for notices hereunder to another location(s) by
giving 30 days' written notice to the other party in the manner set forth
hereinabove. With respect to Lender, a copy of all notices shall be sent to MJK
Trading Inc.,4172 Xxxxxxxx Xxxxx Xxxxxx Xxxx, XX 00000
a. Applicable Law. This Agreement, and the obligations of the parties
hereunder, shall be governed by and construed and enforced in
accordance with the laws of the State of Texas and the substantive
laws of the United States of America.
b. Binding Effect. This Loan Agreement and the terms, provisions and
conditions hereof, shall be binding upon and shall inure to the
benefit of the parties, their respective legal representatives, heirs,
successors and assigns; provided, however, that nothing contained
herein shall negate or diminish the restrictions set forth in this
Loan Agreement. This Agreement shall not be for the benefit of any
third party who is not a signatory hereof or assignee by written
instrument.
c. Entire Agreement. This Loan Agreement contains the entire agreement
between the parties hereto relating to the subject matter hereof and
all prior agreements relative hereto which are not contained herein
are terminated, cancelled or superseded. THIS WRITTEN LOAN AGREEMENT
AND ALL DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR CONTEMPLATED
HEREBY REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
d. Amendment. This Loan Agreement may be modified or changed, subject to
the other provisions of this Loan Agreement, only by setting same
forth in a written instrument executed by all parties. Any such
amendments, variations, modifications or changes shall not be
effective and binding upon the parties until such written instrument
is executed by all parties hereto, or their successors-in-interest.
e. Exhibits. All exhibits, schedules and documents attached hereto, if
any, are hereby incorporated in this Agreement and made a party hereof
by reference.
f. Counterpart Originals. This Loan Agreement may be executed in several
counterparts, each of which shall be deemed in original, but all of
which shall constitute one and the same instrument. In addition, this
Loan Agreement may contain more than one counterpart of the Signature
Page and this Loan Agreement may be executed by affixing the
signatures of each of the parties to one of such counterpart Signature
Pages; all of such counterpart Signature Pages shall be read as though
one, and they shall have the same force and effect as though all
signers had signed a single Signature Page.
g. Severability. This Loan Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable
laws, ordinances, rules and regulations. If any provision of this Loan
Agreement or the application thereof to any person or circumstances
shall, for any reason and to any extent, be invalid or unenforceable,
the remainder of this Loan Agreement and the application of such
provision to the other persons or circumstances shall not be effected
thereby, but rather shall be enforced to the greatest extent permitted
by law.
h. Time of the Essence. Time is of the essence of this Loan Agreement.
i. Waiver. Any waiver as to any of the terms or conditions of this Loan
Agreement shall not operate as a future waiver of the same terms and
conditions or prevent the future enforcement of any of the terms and
conditions hereof.
j. Captions. Captions and headings of sections, paragraphs of
subparagraphs of this Loan Agreement are solely for the convenience of
the parties and are not a part of this Loan Agreement, and shall not
be used in the interpretation of determination of the conditions of
this Loan Agreement or any provision hereof.
k. Execution of Additional Documents. The Loan will be evidenced by a
Promissory Note and secured by a Security Agreement in form
satisfactory to Counsel for Lender, bearing usual clauses for default
and attorneys fees. One or more Forms UCC-1 covering the Collateral
shall be filed by the Borrower simultaneously with the closing of the
Loan. Each party hereto agrees to execute, within ten days after
notice, such other documents, instruments or written evidence of
conveyance or assignment as shall be reasonably required or
appropriate to perfect or evidence any conveyance or assignment of any
asset or instrument conveyed or assigned herein.
l. Attorneys Fees. In the event of a dispute or breach or default
hereunder, which result in the commencement or judicial litigation or
commercial arbitration, the successful party shall be entitled to
receive from the unsuccessful party, any and all reasonable attorneys
fees, court costs and expenses incurred by the successful party.
Executed at Houston, Xxxxxx County, Texas, this February 25, 2003.
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BORROWER LENDER
Eagle Broadband, Inc. MJK Trading Inc.
000 Xxxxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxx Xxxxx, 00000 Xxxxxx Xxxx, XX 00000
By: /s/ H. Xxxx Xxxxxx By:/s/ Xxxxx Xxxxxx
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H. Xxxx Xxxxxx, CEO
Name: Xxxxx Xxxxxx
Title: Pres & CEO
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