EXHIBIT 10.41
LOAN AND SECURITY AGREEMENT
By and Between
XXXXXXX X. XXXXXXX
("Borrower")
STARTEC GLOBAL COMMUNICATIONS CORPORATION
("Lender")
December 31, 1998
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT (the "Agreement") is made as of December 31,
1998 by and between Xxxxxxx X. Xxxxxxx ("Borrower"), and Startec Global
Communications Corporation, a Maryland corporation ("Lender").
RECITALS
A. WHEREAS, Borrower desires to borrow funds from Lender and Lender is willing
to establish such arrangements for and make loans to Borrower, on the terms
and conditions set forth below.
B. WHEREAS, the parties to define the terms and conditions of their
relationship and to reduce their agreements to writing.
NOW, THEREFORE, in consideration of the promises and convents contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
Section 1.1. Agreement. "Agreement" means this Loan and Security Agreement, as
it may be amended or supplemented from time to time.
Section 1.2. Applicable Interest Rate. "Applicable Interest Rate" means an
interest rate of 7.87% per annum.
Section 1.3. Borrowed Money. "Borrowed Money" means any obligation to repay
money, any indebtedness evidenced by this Loan and Security Agreement.
Section 1.4. Borrower. "Borrower" has the meaning set forth in the Preamble.
Section 1.5. Business Day. "Business Day" means any day on which financial
institutions are open for business in the State of Maryland, excluding Saturdays
and Sundays.
Section 1.6. Closing Date. "Closing" and "Closing Date" mean the date on which
this Agreement is executed by and between and Borrower and the Lender.
Section 1.7. Lender. "Lender" has the meaning set forth in the Preamble.
Section 1.8. Loan. "Loan" has the meaning set forth in Section 2.1 (a).
Section 1.9. Loan Documents. "Loan Documents" means and includes this Agreement
and each and every other document now or hereafter delivered in connection
therewith, as any of them may be amended, modified, or supplemented from time to
time.
Section 1.10. Person. "Person" means an individual, partnership, corporation,
trust, joint venture, joint stock company, limited liability company,
association, unincorporated organization, Governmental Authority, or any other
entity.
Section 1.11 Term. "Term" has the meaning set forth in Section 2.3.
ARTICLE II
LOAN
Section 2.1. Terms.
(a) Borrower and Lender agree that the aggregate principal amount given by
Lender to Borrower hereunder (the "Loan") will be Five Hundred and
Fifty Thousand Dollars ($550,000.00).
(b) Borrower hereby agrees to repay Lender the principal amount of the
Loan pursuant to the terms and conditions set forth herein. Borrower
further agrees to pay the Lender interest on the Loan from the date
hereof until repaid, at a rate per annum in arrears (on the basis of
the actual number of days elapsed over a year of 360 days) equal to
the Applicable Interest Rate.
Section 2.2. Payments. Principal payable on account of this Loan shall be due
and payable by Borrower to Lender December 31, 1999. Interest shall be due and
payable on the last Business Day of each calendar quarter and upon the maturity
of this Loan.
Section 2.3. Term.
(a) This Agreement shall be in effect from the Closing Date until June 30,
1999 ("the Term").
Section 2.4. Security
(a) Borrower and Lender agree that this Loan and accrued interest
thereunder shall be secured by, and Lender shall have full legal
recourse to, all of Borrower's personal estate, including, but not
limited to all now-owned and hereafter acquired real or personal
property, deposit accounts, money, insurance proceeds, securities and
rights to payment of every kind and description, and all of Borrower's
contract rights, and all of Borrower's rights, remedies, interest,
security and liens, in any real or personal property. Lender's right
of recourses to the security described herein shall be secondary to
any pre-existing security interests in such property held by any other
Persons. Borrower and Lender further agree that all accrued interest
is non-refundable.
ARTICLE III
MISCELLANEOUS
Section 3.1. Entire Agreement; Amendments. This Agreement constitutes the full
and entire understanding and agreement among the parties with regard to their
subject matter and supersedes all priors written or oral agreements,
understandings, representations and warranties made with respect thereto. No
amendment, supplement or modification of this Agreement nor any waiver of any
provision thereof shall be made except in writing executed by the party against
whom enforcement is sought.
Section 3.2. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and personally delivered, mailed by registered or
certified mail (return receipt requested and postage prepaid), sent by
telecopier (with a confirming copy sent by regular mail), or sent by prepaid
overnight courier service, and addressed to the relevant party at its address
set forth below, or at such other address as such party may, by written notice,
designate as its address for purposes of notice hereunder:
(a) If to Lender, at:
Startec Global Communications Corporation
00000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxx, Vice President and Controller
Telephone: (000) 000-0000
(b) If to Borrower , at:
Xxxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
If mailed, notice shall be deemed to be given five (5) days after being sent, if
sent by personal delivery or telecopier, notice shall be deemed to be given when
delivered, and if sent by prepaid courier, notice shall be deemed to be given on
the next Business Day following deposit with the courier.
Section 3.3. Severability. If any term, covenant or condition of this Agreement,
or the application of such term, covenant or condition to any party or
circumstance shall be found by a court of competent jurisdiction to be, to any
extent, invalid or unenforceable, the remainder of circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant or condition shall be valid and enforced to the
fullest extent permitted by law. Upon determination that any such term,
convenant or condition is invalid, illegal or unenforceable, the parties
hereto shall amend this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner.
Section 3.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one instrument.
Section 3.5. Interpretation. No provision of this Agreement or any other Loan
Document shall be interpreted or construed against any party because that party
or its legal representative drafted that provision. The titles of the paragraphs
of this Agreement. Any pronoun used in this Agreement shall be deemed to include
singular and plural and masculine, feminine and neuter gender as the case may
be. The words "herein," "hereof," and "hereunder" shall be deemed to refer to
this entire Agreement, except as the context otherwise requires.
Section 3.6. Third Parties. No rights are intended to be created hereunder for
the benefit of any third party donee, creditor, or incidental beneficiary of
Borrower. Nothing contained in this Agreement shall be construed as a delegation
to Lender of Borrower's duty of performance, including, without limitation,
Borrower's duties under any account or contract in which Lender has a security
interest.
Section 3.7. Construction. The validity and construction of this Agreement and
all matters pertaining hereto shall be determined in accordance with the laws of
the State of Maryland.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first written above.
LENDER:
ATTEST: STARTEC GLOBAL
COMMUNICATIONS CORPORATION
A Maryland corporation
By: By:
------------------------------------ -------------------------------
Name: Xxxxxxx Xxx Name: Ram Xxxxxxx
Title: Vice President and Controller Title: President and CEO
BORROWER:
ATTEST: XXXXXXX X. XXXXXXX
By: By:
------------------------------------ -------------------------------
Name: Xxxxxxx Xxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Controller
