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 | 2003 |
Bridge Loan Agreement
Bridge Loan Agreement (21K)
Doc #163850: Click preview link for longer preview.
BRIDGE LOAN AGREEMENT
---------------------
THIS BRIDGE LOAN AGREEMENT (the "Agreement") is made as of September 1,
2003, by and among the persons or entities described on EXHIBIT A attached
hereto (the "Lenders") and SSP SOLUTIONS, INC. ("Borrower").
THE PARTIES HERETO agree as follows:
ARTICLE ONE. DEFINITIONS
SECTION 1.1. DEFINED TERMS. In addition to terms defined elsewhere in
this Agreement or any Supplement or Exhibit hereto, when used herein, the
following terms shall have the following meanings:
(A) "DOCUMENTS" shall mean this Agreement, the Notes and any
other instruments or documents required or contemplated hereunder or thereunder,
whether now existing or at any time hereafter arising.
(B) "LOAN" shall mean individually, and "LOANS" shall mean
collectively, the amount(s) loaned to the Borrower hereunder.
(C) "NOTES" shall have the meaning set forth in Section 2.2.
(D) "PERSON" shall mean individually, and "PERSONS" shall mean
collectively, each of any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation,
institution, entity, party or government (whether national, federal, state,
county, city, municipal or otherwise including, without limitation, any
instrumentality, division, agency, body or department thereof).
(E) "TERM SHEET" means the Confidential Term Sheet of the
Company dated August 20, 2003, relating to the Series A Preferred Stock of the
Company and attached hereto as EXHIBIT B.
SECTION 1.2. OTHER TERMS. Capitalized terms not defined herein shall
have the meaning ascribed to such terms in the Term Sheet.
ARTICLE TWO. LOANS, ADDITIONAL CONSIDERATION AND FORBEARANCE
------------------------------------------------------------
SECTION 2.1. LOAN AMOUNT. Subject to the terms and conditions of this
Agreement, on the date upon which all of the terms and conditions of the
Documents have been met or fulfilled to the satisfaction of Lenders (the
"Closing Date"), the Lenders agree to make loans in the aggregate amount of
$1,500,000 to the Borrower (such loans being herein called individually a "Loan"
and collectively the "Loans"); PROVIDED, HOWEVER, that notwithstanding anything
else contained in this Agreement, upon the occurrence and continuance of any
Event of Default, and in every such event, Borrower shall repay to the Lenders
all Loans, plus interest accrued to the date of payment.
SECTION 2.2. PROMISSORY NOTES. The Loans shall be evidenced by
convertible bridge notes (herein called the "Notes") in the form attached hereto
as EXHIBIT C, dated the date first above written, payable to the order of the
Lender, in the principal amounts set forth opposite each Lender's name as set
forth on EXHIBIT A. The date and amount of each Loan made by the Lenders and of
each repayment of principal thereon received by the Lenders shall be recorded by
the Lenders in the records of the Lenders and the aggregate unpaid principal
amount shown on such records shall be rebuttable, presumptive evidence of the
principal owing and unpaid on the Notes. The failure to record any such amount
on such records shall not, however, limit or otherwise affect the obligations of
the Borrower hereunder or under the Notes to repay the principal amount of the
Loans together with all interest accruing thereon. The unpaid principal amount
from time to time outstanding on the Loans shall bear interest and be payable as
set forth in the Notes.
163850
|
SSP Solutions
As referenced in this Bridge Loan Agreement:
SSP SOLUTIONS, INC. – AGREEMENT
---------------------
THIS BRIDGE LOAN AGREEMENT (the "Agreement") is made as of September 1,
2003, by and among the persons or entities described on EXHIBIT A attached
hereto (the "Lenders") and SSP SOLUTIONS, INC. ("Borrower").
THE PARTIES HERETO agree as follows:
ARTICLE ONE. DEFINITIONS
SECTION 1.1. DEFINED TERMS. In addition to terms defined elsewhere in
this Agreement or any Supplement or Exhibit
_____________
SSP Solutions, Inc. – instructions and other communications in writing shall be given to or made upon
the respective parties hereto at their respective addresses indicated for such
party below:
If to the Borrower: SSP Solutions, Inc.
17861 Cartwright Road
Irvine, California 92614
Attention: President
Telecopy: (949) 851-8679
With copies to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attention: Gregg
_____________
SSP SOLUTIONS, INC. – enforceability of such provision in any other
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
BORROWER: SSP SOLUTIONS, INC.
a Delaware corporation
By:/s/ THOMAS E. SCHIFF
-----------------------------
Name: Thomas E. Schiff
Title: CFO
5
{PAGE}
LENDERS: CRESTVIEW CAPITAL FUND, L.P.,
an Illinois limited partnership
By: /s/ RICHARD
_____________
SSP SOLUTIONS, INC. – Partner
SDS MERCHANT FUND, LP,
a Delaware limited partnership
By: /s/ SCOTT E. DERBY
-------------------------------
Title: Managing Member
/s/ RICHARD P. KIPHART
-----------------------------------
Richard P. Kiphart
6
{PAGE}
{TABLE}
EXHIBIT A
TO SSP SOLUTIONS, INC.
BRIDGE LOAN AGREEMENT
---------------------
{CAPTION}
Name and Address Send Notice Principal Amount New
of Lender Copies to Loan Warrant Shares
--------- --------- ---- --------------
{S} {C} {C}
Crestview Capital Fund, L.P. $100,000.
_____________
dt 1327686
;
|
SSP Solutions
As referenced in this Bridge Loan Agreement:
SSP SOLUTIONS, INC. – AGREEMENT
---------------------
THIS BRIDGE LOAN AGREEMENT (the "Agreement") is made as of September 1,
2003, by and among the persons or entities described on EXHIBIT A attached
hereto (the "Lenders") and SSP SOLUTIONS, INC. ("Borrower").
THE PARTIES HERETO agree as follows:
ARTICLE ONE. DEFINITIONS
SECTION 1.1. DEFINED TERMS. In addition to terms defined elsewhere in
this Agreement or any Supplement or Exhibit
_____________
SSP Solutions, Inc. – instructions and other communications in writing shall be given to or made upon
the respective parties hereto at their respective addresses indicated for such
party below:
If to the Borrower: SSP Solutions, Inc.
17861 Cartwright Road
Irvine, California 92614
Attention: President
Telecopy: (949) 851-8679
With copies to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attention: Gregg
_____________
SSP SOLUTIONS, INC. – enforceability of such provision in any other
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
BORROWER: SSP SOLUTIONS, INC.
a Delaware corporation
By:/s/ THOMAS E. SCHIFF
-----------------------------
Name: Thomas E. Schiff
Title: CFO
5
{PAGE}
LENDERS: CRESTVIEW CAPITAL FUND, L.P.,
an Illinois limited partnership
By: /s/ RICHARD
_____________
SSP SOLUTIONS, INC. – Partner
SDS MERCHANT FUND, LP,
a Delaware limited partnership
By: /s/ SCOTT E. DERBY
-------------------------------
Title: Managing Member
/s/ RICHARD P. KIPHART
-----------------------------------
Richard P. Kiphart
6
{PAGE}
{TABLE}
EXHIBIT A
TO SSP SOLUTIONS, INC.
BRIDGE LOAN AGREEMENT
---------------------
{CAPTION}
Name and Address Send Notice Principal Amount New
of Lender Copies to Loan Warrant Shares
--------- --------- ---- --------------
{S} {C} {C}
Crestview Capital Fund, L.P. $100,000.
_____________
dt 1372322
|
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Full Doc
| 2003 |
Business Loan Agreement
Business Loan Agreement (49K)
Doc #191885: Click preview link for longer preview.
THIS BUSINESS LOAN AGREEMENT dated May 31, 2002, is made and executed between Interwoven, Inc. (Borrower) and Washington Mutual Bank, FA (Lender) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (Loan). Borrower understands and agrees that: (A) in granting, renewing or extending any Loan, Lender is relying upon Borrowers representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lenders sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
TERM. This Agreement shall be effective as of May 31, 2002, and shall continue in full force and effect until such time as all of Borrowers Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lenders obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lenders satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.
Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) together with all such Related Documents as Lender may require for the Loan, all in form and substance satisfactory to Lender and Lenders counsel.
Borrowers Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.
Representation and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.
No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:
Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of Borrowers state of incorporation.
BUSINESS LOAN AGREEMENT
(Continued)
Borrower is duly authorized to transact business in the State of California and all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so quality would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 803 11th Avenue, Sunnyvale, CA 94089. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrowers state of organization or any change in Borrowers name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrowers business activities.
Assumed Business Name. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.
Authorization. Borrowers execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrowers articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrowers properties.
Financial Information. Each of Borrowers financial statements supplied to Lender truly and completely disclosed Borrowers financial condition as of the date of the statement, and there has been no material adverse change in Borrowers financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.
Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.
Properties. Except as contemplated by this Agreement or as previously disclosed in Borrowers financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrowers properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrowers properties are titled in Borrowers legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.
Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrowers ownership of Borrowers Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or clams of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such
191885
|
Interwoven
As referenced in this Business Loan Agreement:
Interwoven, Inc. – use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.
Borrower:
Interwoven, Inc.
803 11th Avenue
Sunnyvale, CA 94089
Lender:
Washington Mutual Bank, FA
Los Angeles Commercial Banking Center
350 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
THIS BUSINESS LOAN
_____________
Interwoven, Inc. – Bank, FA
Los Angeles Commercial Banking Center
350 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
THIS BUSINESS LOAN AGREEMENT dated May 31, 2002, is made and executed between Interwoven, Inc. (Borrower) and Washington Mutual Bank, FA (Lender) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial
_____________
Interwoven, Inc. – may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.
Borrower. The word Borrower means Interwoven, Inc. , and all other persons and entities signing the Note in whatever capacity.
Collateral. The word Collateral means all property and assets granted as collateral security for a Loan, whether
_____________
Interwoven, Inc. – loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.
Note. The word Note means the Note executed by Interwoven, Inc. in the principal amount of $20,000,000.00 dated May 31, 2002, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for
_____________
INTERWOVEN, INC. – or otherwise.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MAY 31, 2002.
BORROWER:
INTERWOVEN, INC.
By:
/S/ DAVID M. ALLEN
By:
/S/ SURENDRA MISTRY
David M. Allen, Senior V.P./CFO of Interwoven, Inc.
Surendra Mistry, Director of Finance of Interwoven, Inc.
LENDER:
WASHINGTON
_____________
dt 1469712
;
Interwoven
As referenced in this Business Loan Agreement:
Interwoven, Inc. – use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.
Borrower:
Interwoven, Inc.
803 11th Avenue
Sunnyvale, CA 94089
Lender:
Washington Mutual Bank, FA
Los Angeles Commercial Banking Center
350 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
THIS BUSINESS LOAN
_____________
Interwoven, Inc. – Bank, FA
Los Angeles Commercial Banking Center
350 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
THIS BUSINESS LOAN AGREEMENT dated May 31, 2002, is made and executed between Interwoven, Inc. (Borrower) and Washington Mutual Bank, FA (Lender) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial
_____________
Interwoven, Inc. – may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.
Borrower. The word Borrower means Interwoven, Inc. , and all other persons and entities signing the Note in whatever capacity.
Collateral. The word Collateral means all property and assets granted as collateral security for a Loan, whether
_____________
Interwoven, Inc. – loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.
Note. The word Note means the Note executed by Interwoven, Inc. in the principal amount of $20,000,000.00 dated May 31, 2002, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for
_____________
INTERWOVEN, INC. – or otherwise.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MAY 31, 2002.
BORROWER:
INTERWOVEN, INC.
By:
/S/ DAVID M. ALLEN
By:
/S/ SURENDRA MISTRY
David M. Allen, Senior V.P./CFO of Interwoven, Inc.
Surendra Mistry, Director of Finance of Interwoven, Inc.
LENDER:
WASHINGTON
_____________
dt 1469742
;
|
 WaMu Bank
As referenced in this Business Loan Agreement:
Washington Mutual Bank, – item.
Any item above containing ***** has been omitted due to text length limitations.
Borrower:
Interwoven, Inc.
803 11th Avenue
Sunnyvale, CA 94089
Lender:
Washington Mutual Bank, FA
Los Angeles Commercial Banking Center
350 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
THIS BUSINESS LOAN AGREEMENT dated May
_____________
Washington Mutual Bank, – Suite 3400
Los Angeles, CA 90071
THIS BUSINESS LOAN AGREEMENT dated May 31, 2002, is made and executed between Interwoven, Inc. (Borrower) and Washington Mutual Bank, FA (Lender) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for
_____________
Washington Mutual Bank, – costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.
Lender. The word Lender means Washington Mutual Bank, FA, its successors and assigns.
Loan. The word Loan means any and all loans and financial accommodations from Lender to Borrower whether
_____________
WASHINGTON MUTUAL BANK, – By:
/S/ SURENDRA MISTRY
David M. Allen, Senior V.P./CFO of Interwoven, Inc.
Surendra Mistry, Director of Finance of Interwoven, Inc.
LENDER:
WASHINGTON MUTUAL BANK, FA
By:
/S/ STEVEN MRAS
Authorized Signer
_____________
dt 161080
|
| Preview
Full Doc
| 2003 |
Business Loan Agreement
Business Loan Agreement (30K)
Doc #191915: Click preview link for longer preview.
BUSINESS LOAN AGREEMENT
----------- --------- ---------- ------- --------- ------- ------- --------
Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials
$500,000.00 9-18-03 12-01-2004 ***
----------- --------- ---------- ------- --------- ------- ------- --------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Borrower: Lender:
eGames, Inc. (TIN: 23-2694937) Hudson United Bank
2000 Cabot Boulevard West, Suite 110 Commercial Lending
Langhorne, PA 19047 Corporate Office
1845 Walnut Street, 15th floor
Philadelphia, PA 19103
================================================================================
THIS BUSINESS LOAN AGREEMENT dated September 18, 2003, is made and executed
between eGames, Inc. ("Borrower") and Hudson United Bank ("Lender") on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement ("Loan"). Borrower understands and agrees
that: (A) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements as set forth in this
Agreement; (B) the renewing, or extending of any Loan by Lender at all times
shall be subject to Lender's sole judgment and discretion; and (C) all such
Loans shall be and remain subject to the terms and conditions of this Agreement.
TERM. This Agreement shall be effective as of September 18, 2003, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, reasonable attorneys' fees, and other fees and charges, or until such
time as the parties may mutually agree in writing to terminate this Agreement.
ADVANCE AUTHORITY. The following persons currently are authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority: Gerald W. Klein, President of eGames, Inc.; and Thomas W.
Murphy, Chief Financial Officer of eGames, Inc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.
Loan Documents. Borrower shall provide to Lender the following documents
for the Loan: ( 1) the Note; (2) Security Agreements granting to Lender
security interests in the Collateral; (3) financing statements and all
other documents perfecting Lender's Security Interests; (4) evidence of
insurance as required below; (5) together with all such Related Documents
as Lender may require for the Loan; all in form and substance satisfactory
to Lender and Lender's counsel.
Borrower's Authorization. Borrower shall have provided in form and
substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the
Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its
counsel, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in
this Agreement or any Related Document.
Representations and Warranties. The representations and warranties set
forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct.
No Event of Default. There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement
or under any Related Document.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:
Organization. Borrower is a corporation for profit which is, and at all
times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of the Commonwealth of Pennsylvania
Borrower maintains an office at 2000 Cabot Boulevard West, Suite 110,
Langhorne, PA 19047. Unless Borrower has designated otherwise in writing,
the principal office is the office at which Borrower keeps its books and
records including its records concerning the Collateral. Borrower will
notify Lender prior to any change in the location of Borrower's state of
organization or any change in Borrower's name.
Assumed Business Names. Borrower has filed or recorded all documents or
filings required by law relating to all assumed business names used by
Borrower. Excluding the name of Borrower, the following is a complete list
of all assumed business names under which Borrower does business: None.
Authorization. Borrower's execution, delivery, and performance of this
Agreement and all the Related Documents have been duly authorized by all
necessary action by Borrower and do not conflict with, result in a
violation of, or constitute a default under (1) any provision of Borrower's
articles of incorporation or organization, or bylaws, or any agreement or
other instrument binding upon Borrower or (2) any law, governmental
regulation, court decree, or order applicable to Borrower or to Borrower's
properties.
Properties. Except as contemplated by this Agreement or as previously
disclosed in Borrower's financial statements or in writing to Lender and as
accepted by Lender, and except for property tax liens for taxes not
presently due and payable, Borrower owns and has good title to all of
Borrower's properties free and clear of all liens and security interests,
and has not executed any security documents or financing statements
relating to such properties. All of Borrower's properties are titled in
Borrower's legal name, and Borrower has not used or filed a financing
statement under any other name for at least the last five (5) years.
AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:
Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
all material adverse changes in Borrower's financial condition, and (2) all
existing and all threatened litigation, claims, investigations,
administrative proceedings or similar actions affecting Borrower or any
Guarantor which could materially affect the financial condition of Borrower
or the financial condition of any Guarantor.
Financial Records. Maintain its books and records in accordance with
Generally Accepted Accounting Principles (GAAP) , applied on a consistent
basis, and permit Lender to examine and audit Borrower's books and records
at all reasonable times and upon reasonable notice except upon an Event of
Default.
Financial Statements. Furnish Lender with the following:
Annual Statements. As soon as available, but in no event later than
ninety (90) days after the end of each fiscal year, Borrower's balance
sheet and income statement for the year ended, audited by a certified
public accountant satisfactory to Lender.
191915
|
eGames
As referenced in this Business Loan Agreement:
eGames, Inc. – only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Borrower: Lender:
eGames, Inc. (TIN: 23-2694937) Hudson United Bank
2000 Cabot Boulevard West, Suite 110 Commercial Lending
Langhorne, PA 19047 Corporate Office
1845 Walnut Street, 15th floor
Philadelphia, PA 19103
================================================================================
THIS BUSINESS
_____________
eGames, Inc. – Suite 110 Commercial Lending
Langhorne, PA 19047 Corporate Office
1845 Walnut Street, 15th floor
Philadelphia, PA 19103
================================================================================
THIS BUSINESS LOAN AGREEMENT dated September 18, 2003, is made and executed
between eGames, Inc. ("Borrower") and Hudson United Bank ("Lender") on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan
_____________
eGames, Inc. – authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority: Gerald W. Klein, President of eGames, Inc. ; and Thomas W.
Murphy, Chief Financial Officer of eGames, Inc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this
_____________
eGames, Inc. – from Borrower, at Lender's address shown above, written notice of revocation of
their authority: Gerald W. Klein, President of eGames, Inc.; and Thomas W.
Murphy, Chief Financial Officer of eGames, Inc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's
_____________
eGames, Inc. – may be amended or modified from time to time,
together with all exhibits and schedules attached to this Business Loan
Agreement from time to time.
Borrower. The word "Borrower" means eGames, Inc. , and all other persons and
entities signing the Note in whatever capacity.
Collateral. The word "Collateral" means all property and assets granted as
collateral security for a Loan, whether
_____________
dt 1485002
;
eGames
As referenced in this Business Loan Agreement:
eGames, Inc. – only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Borrower: Lender:
eGames, Inc. (TIN: 23-2694937) Hudson United Bank
2000 Cabot Boulevard West, Suite 110 Commercial Lending
Langhorne, PA 19047 Corporate Office
1845 Walnut Street, 15th floor
Philadelphia, PA 19103
================================================================================
THIS BUSINESS
_____________
eGames, Inc. – Suite 110 Commercial Lending
Langhorne, PA 19047 Corporate Office
1845 Walnut Street, 15th floor
Philadelphia, PA 19103
================================================================================
THIS BUSINESS LOAN AGREEMENT dated September 18, 2003, is made and executed
between eGames, Inc. ("Borrower") and Hudson United Bank ("Lender") on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan
_____________
eGames, Inc. – authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority: Gerald W. Klein, President of eGames, Inc. ; and Thomas W.
Murphy, Chief Financial Officer of eGames, Inc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this
_____________
eGames, Inc. – from Borrower, at Lender's address shown above, written notice of revocation of
their authority: Gerald W. Klein, President of eGames, Inc.; and Thomas W.
Murphy, Chief Financial Officer of eGames, Inc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's
_____________
eGames, Inc. – may be amended or modified from time to time,
together with all exhibits and schedules attached to this Business Loan
Agreement from time to time.
Borrower. The word "Borrower" means eGames, Inc. , and all other persons and
entities signing the Note in whatever capacity.
Collateral. The word "Collateral" means all property and assets granted as
collateral security for a Loan, whether
_____________
dt 1485004
;
Hudson United Bank;
| Gerald W. Klein;
Thomas W. Murphy
|
| Preview
Full Doc
| 2003 |
Revolving Credit and Term Loan Agreement
Revolving Credit and Term Loan Agreement (304K)
Doc #192424: Click preview link for longer preview.
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this Agreement) is made and entered into as of February 18, 2003, by and among MAPICS, INC., a Georgia corporation (the Borrower), the several banks and other financial institutions and lenders from time to time party hereto (the Lenders), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the Administrative Agent), as issuing bank (the Issuing Bank) and as swingline lender (the Swingline Lender).
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders (a) establish a $15,000,000 revolving credit facility in favor of the Borrower and (b) make tranche A term loans in an aggregate principal amount equal to $15,000,000 to the Borrower;
WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline Lender (to the extent of their respective Commitments as defined herein) are willing severally to establish the requested revolving credit facility in favor of, and severally to make the requested term loans to, the Borrower.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender agree as follows:
ARTICLE I
DEFINITIONS; CONSTRUCTION
Section 1.1. Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):
Account Debtor shall mean any Person who is obligated under an Account.
Accounts shall mean, for any Person, all accounts (as defined in the UCC), now or hereafter owned or acquired by such Person or in which such Person now or hereafter has or acquires any rights and, in any event, shall mean and include, without limitation, (a) all accounts receivable, contract rights, book debts, notes, drafts and other obligations or indebtedness owing to such Person arising from the sale or lease of goods or other property by it or the performance of services by it (including, without limitation, any such obligation which might be characterized as an account or general intangible under the Uniform Commercial Code in effect in any jurisdiction), (b) all of such Persons rights in, to and under all purchase and sales orders for goods, services or other property, and all of such Persons rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers rights of rescission, replevin, reclamation and rights to stoppage in transit), (c) all monies due to or to become due to such Person under all contracts for the sale, lease or exchange of goods or other property or the performance of services by it (whether or not yet
earned by performance on the part of such Person), and (d) all collateral security and guarantees of any kind given to such Person with respect to any of the foregoing.
Acquisition shall mean the acquisition by Acquisition Sub of all of the outstanding Capital Stock of Frontstep pursuant to the Acquisition Agreement.
Acquisition Agreement shall mean that certain Agreement and Plan of Merger dated as of November 24, 2002, by and among the Borrower, Acquisition Sub and Frontstep, as amended on or prior to the date hereof.
Acquisition Documents shall mean, collectively, the Acquisition Agreement and all other documents, instruments, agreements, notes, guaranties, opinions and certificates executed in connection therewith.
Acquisition Sub shall mean FP Acquisition Sub, Inc., a Georgia corporation.
Adjusted LIBO Rate shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage.
Administrative Questionnaire shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.
Affiliate shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For the purposes of this definition, Control shall mean the power, directly or indirectly, either to (i) vote 5% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise. The terms Controlling, Controlled by, and under common Control with have the meanings correlative thereto.
Aggregate Revolving Commitment Amount shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate Revolving Commitment Amount equals $15,000,000.
Aggregate Revolving Commitments shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding.
Applicable Lending Office shall mean, for each Lender and for each Type of Loan, the Lending Office of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.
192424
|
Frontstep
As referenced in this Revolving Credit and Term Loan Agreement:
Frontstep, Inc. – any Subsidiary that is organized under the laws of a jurisdiction other than one of the fifty states of the United States or the District of Columbia.
Frontstep shall mean Frontstep, Inc. , an Ohio corporation.
GAAP shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3.
Governmental
_____________
dt 1314291
;
Frontstep
As referenced in this Revolving Credit and Term Loan Agreement:
Frontstep, Inc. – any Subsidiary that is organized under the laws of a jurisdiction other than one of the fifty states of the United States or the District of Columbia.
Frontstep shall mean Frontstep, Inc. , an Ohio corporation.
GAAP shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3.
Governmental
_____________
dt 1314313
;
MAPICS
As referenced in this Revolving Credit and Term Loan Agreement:
MAPICS, INC. – Loan Agreement
EX-10.1 3 dex101.htm REVOLVING CREDIT AND TERM LOAN AGREEMENT
EXHIBIT 10.1
REVOLVING CREDIT AND TERM LOAN AGREEMENT
dated as of February 18, 2003
among
MAPICS, INC. ,
as Borrower
THE LENDERS FROM TIME TO TIME PARTY HERETO,
KEY CORPORATE CAPITAL INC.
as Documentation Agent,
FIFTH THIRD BANK,
as Syndication Agent
and
SUNTRUST BANK
as Administrative Agent
=============================================================================
_____________
MAPICS, INC. – Certificate
iv
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this Agreement) is made and entered into as of February 18, 2003, by and among MAPICS, INC. , a Georgia corporation (the Borrower), the several banks and other financial institutions and lenders from time to time party hereto (the Lenders), and SUNTRUST BANK, in its capacity as
_____________
MAPICS, Inc. – effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
To the Borrower:
MAPICS, Inc.
1000 Windward Concourse Parkway, Suite 100
Alpharetta, Georgia 30005
Attention: Chief Financial Officer
Telephone Number: (678) 319-8359
Telecopy Number: (678) 319-8445
with a copy to:
MAPICS, Inc.
_____________
MAPICS, Inc. – Borrower:
MAPICS, Inc.
1000 Windward Concourse Parkway, Suite 100
Alpharetta, Georgia 30005
Attention: Chief Financial Officer
Telephone Number: (678) 319-8359
Telecopy Number: (678) 319-8445
with a copy to:
MAPICS, Inc.
1000 Windward Concourse Parkway, Suite 100
Alpharetta, Georgia 30005
78
Attention: General Counsel
Telephone Number: (678) 319-8487
Telecopy Number: (678) 319-8949
To the Administrative Agent:
SunTrust Bank
_____________
MAPICS, INC. – blank)
88
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MAPICS, INC.
By:
/s/ MICHAEL J. CASEY
Name: Michael J. Casey
Title: Chief Financial Officer
SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender
By:
/
_____________
dt 1510234
;
|
MAPICS
As referenced in this Revolving Credit and Term Loan Agreement:
MAPICS, INC. – Loan Agreement
EX-10.1 3 dex101.htm REVOLVING CREDIT AND TERM LOAN AGREEMENT
EXHIBIT 10.1
REVOLVING CREDIT AND TERM LOAN AGREEMENT
dated as of February 18, 2003
among
MAPICS, INC. ,
as Borrower
THE LENDERS FROM TIME TO TIME PARTY HERETO,
KEY CORPORATE CAPITAL INC.
as Documentation Agent,
FIFTH THIRD BANK,
as Syndication Agent
and
SUNTRUST BANK
as Administrative Agent
=============================================================================
_____________
MAPICS, INC. – Certificate
iv
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this Agreement) is made and entered into as of February 18, 2003, by and among MAPICS, INC. , a Georgia corporation (the Borrower), the several banks and other financial institutions and lenders from time to time party hereto (the Lenders), and SUNTRUST BANK, in its capacity as
_____________
MAPICS, Inc. – effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
To the Borrower:
MAPICS, Inc.
1000 Windward Concourse Parkway, Suite 100
Alpharetta, Georgia 30005
Attention: Chief Financial Officer
Telephone Number: (678) 319-8359
Telecopy Number: (678) 319-8445
with a copy to:
MAPICS, Inc.
_____________
MAPICS, Inc. – Borrower:
MAPICS, Inc.
1000 Windward Concourse Parkway, Suite 100
Alpharetta, Georgia 30005
Attention: Chief Financial Officer
Telephone Number: (678) 319-8359
Telecopy Number: (678) 319-8445
with a copy to:
MAPICS, Inc.
1000 Windward Concourse Parkway, Suite 100
Alpharetta, Georgia 30005
78
Attention: General Counsel
Telephone Number: (678) 319-8487
Telecopy Number: (678) 319-8949
To the Administrative Agent:
SunTrust Bank
_____________
MAPICS, INC. – blank)
88
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MAPICS, INC.
By:
/s/ MICHAEL J. CASEY
Name: Michael J. Casey
Title: Chief Financial Officer
SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender
By:
/
_____________
dt 1510264
;
BNY
As referenced in this Revolving Credit and Term Loan Agreement:
Bank of New York – the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next
12
succeeding Business Day or if such rate is not so published
dt 42732
;
More... |
| Preview
Full Doc
| 2003 |
Medium-Term Loan
Medium-Term Loan (20K)
Doc #198718: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.55
{SEQUENCE}4
{FILENAME}y88993exv10w55.txt
{DESCRIPTION}MEDIUM-TERM LOAN AGREEMENT
{TEXT}
{PAGE}
INFOGRAMES, INC.
$50 MILLION
MEDIUM-TERM LOAN
GRANTED BY
INFOGRAMES ENTERTAINMENT S.A.
APRIL 22, 2002
---------------------------------------
Set forth below are the final and unconditional terms of Infogrames
Entertainment S.A. ("IESA") debt financing to Infogrames, Inc. in connection
with the Shiny transaction.
Loan Agreement: The present agreement.
--------------
Borrower: Infogrames, Inc. (the "Borrower").
--------
Lender: Infogrames Entertainment S.A. (the "Lender").
------
Amount: $50 million Senior Secured Credit (the
------ "Facility").
Use of Proceeds by Borrower: To fund the acquisition of Shiny Entertainment
--------------------------- Inc. a California company, and other tangible and
intangible assets in connection thereto, including
but not limited to the right to develop, publish
and distribute two video games based on the Matrix
2 and Matrix 3 pictures (the "Transaction"), as
this Transaction is contemplated under the Stock
Purchase Agreement dated April 22, 2002 by and
among Infogrames, Inc., Shiny Entertainment, Inc.,
Interplay Entertainment, Corp., Shiny Group, Inc.
and David Perry (the "Sale and Purchase
Agreement").
Effective Date: The date of signature of this Loan Agreement.
--------------
Final Maturity Date: June 30, 2004.
-------------------
Availability: Availability under the Facility shall be as
------------ follows:
- 3 business days before the Closing (as defined
in the Sale and Purchase Agreement): $31
million.
- An amount of $17 million shall be made
available to the Borrower three 3 business days
before payment is due by the Borrower under the
Sale and Purchase Agreement.
- Other amounts: $2 million, available on a 10
day notice.
Any amount not drawn under the present Loan
Agreement within 90 days of Closing shall be null
and void.
Any amount repaid under the Facility may be
re-borrowed until the Final Maturity Date,
subject to provisions set forth under Section
"Repayment of Facility".
Guarantee granted by
Lender in connection
with the Transaction: Lender also agrees to unconditionally guarantee
-------------------- Borrower's obligations under promissory notes or
other payments payable to Europlay 1, LLC and
Akin, Gump, Strauss, Hauer and Feld, L.L.P.,
Bioware Corp. and Interplay Entertainment Corp.
pursuant to payment guarantees in the form
attached to the Sale and Purchase Agreement. In
addition, Lender agrees to pledge Lender's
--------------------------------------------------------------------------------
Page 1/6
{PAGE}
treasury shares to secure payment obligations under
notes payable to Europlay 1, LLC and Akin, Gump,
Strauss, Hauer and Feld, L.L.P., with an aggregate
market value equal to the principal amount of such two
notes (aggregating $5,347,500), i.e. approximately
551,000 treasury shares on the basis of a stock price
of E11 a share, in accordance with the terms of such
payment guarantees.
Repayment of Facility: Schedule of repayment shall be as follows:
- 3 months after the first shipment of the "Matrix 2
game" and no later than December 31, 2003: $10
million.
- December 31, 2003: $10 million.
- March 31, 2004: $20 million.
- June 30, 2004: $10 million.
Security: The Facility shall be secured by (capitalized terms
used below and not otherwise defined shall have their
respective meanings set forth in the Sale and Purchase
Agreement):
a) a perfected first priority lien on the Shiny Shares
to be perfected on the business day following the
Closing Date, and
b) a perfected first priority lien to be perfected on
the business day following the Closing Date on all
assets and/or intellectual property rights acquired
by the Borrower or Shiny in connection with the
Transaction and which were previously secured to
the benefit of Akin, Brian Fargo, Eurocapital,
Interplay, La Salle, Perry, Vivendi, Virgin and
Warner, and
c) a perfected first priority lien to be perfected on
10th business day following the Closing Date on all
deposit Accounts and on all Inventory (as both
defined in the Uniform Commercial Code) of Shiny
and of the Borrower, this period of 10 business
days being extended until approvals from third
party, if required, are obtained and until June 30,
198718
|
Interplay
As referenced in this Medium-Term Loan:
Interplay Entertainment, Corp. – Matrix
2 and Matrix 3 pictures (the "Transaction"), as
this Transaction is contemplated under the Stock
Purchase Agreement dated April 22, 2002 by and
among Infogrames, Inc., Shiny Entertainment, Inc.,
Interplay Entertainment, Corp. , Shiny Group, Inc.
and David Perry (the "Sale and Purchase
Agreement").
Effective Date: The date of signature of this Loan Agreement.
--------------
Final Maturity Date: June 30, 2004.
-------------------
Availability: Availability
_____________
Interplay Entertainment Corp. – to unconditionally guarantee
-------------------- Borrower's obligations under promissory notes or
other payments payable to Europlay 1, LLC and
Akin, Gump, Strauss, Hauer and Feld, L.L.P.,
Bioware Corp. and Interplay Entertainment Corp.
pursuant to payment guarantees in the form
attached to the Sale and Purchase Agreement. In
addition, Lender agrees to pledge Lender's
--------------------------------------------------------------------------------
Page 1/6
{PAGE}
treasury shares to
_____________
dt 1491195
;
 Akin Gump
As referenced in this Medium-Term Loan:
Akin, Gump – Borrower's obligations under promissory notes or
other payments payable to Europlay 1, LLC and
Akin, Gump , Strauss, Hauer and Feld, L.L.P.,
Bioware Corp. and Interplay Entertainment Corp.
pursuant
Akin, Gump – PAGE}
treasury shares to secure payment obligations under
notes payable to Europlay 1, LLC and Akin, Gump ,
Strauss, Hauer and Feld, L.L.P., with an aggregate
market value equal to
dt 29139
;
Infogrames, Inc.;
| Infogrames Entertainment S.A.;
Atari Inc
|
| Preview
Full Doc
| 2002 |
Loan Agreement
Loan Agreement (193K)
Doc #347498: Click preview link for longer preview.
LOAN AGREEMENT
among
UICI,
BANK OF AMERICA, N.A.
and
LASALLE BANK NATIONAL ASSOCIATION
dated as of
25 January 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE 1 DEFINITIONS.................................................................................. 1
Section 1.1 Definitions........................................................................... 1
Section 1.2 Other Definitional Provisions......................................................... 10
Section 1.3 Accounting Terms and Determinations................................................... 11
ARTICLE 2 LOANS........................................................................................ 11
Section 2.1 Commitments........................................................................... 11
Section 2.2 Notes................................................................................. 11
Section 2.3 Repayment of Loans.................................................................... 11
Section 2.4 Interest.............................................................................. 11
Section 2.5 Borrowing Procedure................................................................... 14
Section 2.6 Prepayments, Conversions, and Continuations of Loans.................................. 14
Section 2.7 Minimum Amounts....................................................................... 14
Section 2.8 Certain Notices....................................................................... 14
Section 2.9 Use of Proceeds....................................................................... 15
Section 2.10 Non-Usage Fee......................................................................... 15
Section 2.11 Computations.......................................................................... 15
Section 2.12 Reduction or Termination of Commitments............................................... 15
ARTICLE 3 PAYMENTS..................................................................................... 15
Section 3.1 Method of Payment..................................................................... 15
Section 3.2 Pro Rata Treatment.................................................................... 16
Section 3.3 Sharing of Payments, etc.............................................................. 16
ARTICLE 4 YIELD PROTECTION AND ILLEGALITY.............................................................. 16
Section 4.1 Increased Cost and Reduced Return..................................................... 16
Section 4.2 Limitation on Types of Loans.......................................................... 17
Section 4.3 Illegality............................................................................ 18
Section 4.4 Treatment of Affected Loans........................................................... 18
Section 4.5 Compensation.......................................................................... 19
Section 4.6 Taxes................................................................................. 19
ARTICLE 5 CONDITIONS PRECEDENT......................................................................... 20
Section 5.1 Initial Loan.......................................................................... 20
Section 5.2 All Loans............................................................................. 21
ARTICLE 6 REPRESENTATIONS AND WARRANTIES............................................................... 21
Section 6.1 Corporate Existence................................................................... 21
Section 6.2 Financial Statements.................................................................. 22
Section 6.3 Corporate Action; No Breach........................................................... 22
Section 6.4 Operation of Business................................................................. 22
Section 6.5 Litigation and Judgments.............................................................. 23
Section 6.6 Rights in Properties; Liens........................................................... 23
{/TABLE}
TABLE OF CONTENTS, Page i of iii
{PAGE}
{TABLE}
{S} {C}
Section 6.7 Enforceability........................................................................ 23
Section 6.8 Approvals............................................................................. 23
Section 6.9 Debt.................................................................................. 23
Section 6.10 Taxes................................................................................. 23
Section 6.11 Margin Securities..................................................................... 23
Section 6.12 ERISA................................................................................. 23
Section 6.13 Disclosure............................................................................ 24
Section 6.14 Subsidiaries.......................................................................... 24
Section 6.15 Agreements............................................................................ 24
Section 6.16 Compliance with Laws.................................................................. 24
Section 6.17 Investment Company Act................................................................ 24
Section 6.18 Public Utility Holding Company Act.................................................... 24
Section 6.19 Environmental Matters................................................................. 24
Section 6.20 Labor Disputes and Acts of God........................................................ 25
ARTICLE 7 POSITIVE COVENANTS........................................................................... 25
Section 7.1 Reporting Requirements................................................................ 25
Section 7.2 Maintenance of Existence; Conduct of Business......................................... 26
Section 7.3 Maintenance of Properties............................................................. 27
Section 7.4 Taxes and Claims...................................................................... 27
Section 7.5 Insurance............................................................................. 27
Section 7.6 Inspection Rights..................................................................... 27
Section 7.7 Keeping Books and Records............................................................. 27
347498
|
HealthAxis
As referenced in this Loan Agreement:
HealthAxis, Inc. – with the definition of Net Income (including, without
limitation, the non-cash portion of variable stock-based
compensation expenses and the Borrower's equity in the losses or
income of HealthAxis, Inc. ); plus
(ii) the sum of:
(a) the total of the Available Domestic Insurance
Subsidiary Earnings of all Domestic Insurance Subsidiaries for
such period, with the "Available Domestic Insurance Subsidiary
_____________
Healthaxis, Inc. – Borrower's consolidated net
income (or loss) from operations, but excluding, to the extent not already
excluded: (a) the income of any other Person (other than a Subsidiary but
including Healthaxis, Inc. ) in which Borrower or any of the Subsidiaries has an
ownership interest, unless received by Borrower or a Subsidiary in a cash
distribution; (b) any after-tax gains or
_____________
Healthaxis, Inc. – period prior to the
date of acquisition; (h) the income (or loss) of all Insurance Subsidiaries; and
(i) the loss of any other Person (other than a Subsidiary but including
Healthaxis, Inc. ) in which Borrower or any of the Subsidiaries has an ownership
interest, unless Borrower or a Subsidiary is required to fund such loss in a
cash distribution.
ARTICLE 10
_____________
dt 1487084
;
HealthAxis
As referenced in this Loan Agreement:
HealthAxis, Inc. – with the definition of Net Income (including, without
limitation, the non-cash portion of variable stock-based
compensation expenses and the Borrower's equity in the losses or
income of HealthAxis, Inc. ); plus
(ii) the sum of:
(a) the total of the Available Domestic Insurance
Subsidiary Earnings of all Domestic Insurance Subsidiaries for
such period, with the "Available Domestic Insurance Subsidiary
_____________
Healthaxis, Inc. – Borrower's consolidated net
income (or loss) from operations, but excluding, to the extent not already
excluded: (a) the income of any other Person (other than a Subsidiary but
including Healthaxis, Inc. ) in which Borrower or any of the Subsidiaries has an
ownership interest, unless received by Borrower or a Subsidiary in a cash
distribution; (b) any after-tax gains or
_____________
Healthaxis, Inc. – period prior to the
date of acquisition; (h) the income (or loss) of all Insurance Subsidiaries; and
(i) the loss of any other Person (other than a Subsidiary but including
Healthaxis, Inc. ) in which Borrower or any of the Subsidiaries has an ownership
interest, unless Borrower or a Subsidiary is required to fund such loss in a
cash distribution.
ARTICLE 10
_____________
dt 1487107
;
UICI
As referenced in this Loan Agreement:
UICI, – {DOCUMENT}
{TYPE}EX-10.65
{SEQUENCE}3
{FILENAME}d94622ex10-65.txt
{DESCRIPTION}LOAN AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.65
================================================================================
LOAN AGREEMENT
among
UICI,
BANK OF AMERICA, N.A.
and
LASALLE BANK NATIONAL ASSOCIATION
dated as of
25 January 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE 1 DEFINITIONS.................................................................................. 1
_____________
UICI, – E" Compliance Certificate 7.1(c)
{/TABLE}
INDEX TO EXHIBITS AND SCHEDULES, Solo Page
{PAGE}
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement"), dated as of January 25, 2002, is
among UICI, a corporation duly organized and validly existing under the laws of
the State of Delaware (the "Borrower"), BANK OF AMERICA, N. A., a national
banking association ("Bank of America")
_____________
UICI, – for any act or
omission of any other Bank.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
BORROWER:
UICI,
a Delaware Corporation
By:
----------------------------------------
Matthew R. Cassell, Vice President and
Chief Financial Officer
Address for Notices:
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
Telephone No.: 972-392-6733
_____________
dt 1441209
;
|
BofA
As referenced in this Loan Agreement:
BANK OF AMERICA, N.A. – {DOCUMENT}
{TYPE}EX-10.65
{SEQUENCE}3
{FILENAME}d94622ex10-65.txt
{DESCRIPTION}LOAN AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.65
================================================================================
LOAN AGREEMENT
among
UICI,
BANK OF AMERICA, N.A.
and
LASALLE BANK NATIONAL ASSOCIATION
dated as of
25 January 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE 1 DEFINITIONS.................................................................................. 1
Section 1.1 Definitions........................................................................... 1
_____________
BANK OF AMERICA, N.A. – Chief Financial Officer
Address for Notices:
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
Telephone No.: 972-392-6733
Telecopy No.: 972-392-6721
Attention: Chief Financial Officer
BANKS:
Commitment: BANK OF AMERICA, N.A.
$15,000,000
By:
----------------------------------------
Garrett Dolt, Vice President
Address for Notices:
901 Main Street, 66th Floor
Dallas, Texas 75202
Telephone No.: 214.209.2664
Telecopy No.: 214.209.3742
_____________
dt 749687
;
BNY
As referenced in this Loan Agreement:
Bank of New York. – Business Day described in clause (a) above
and which is also a day on which such rate is published by the Federal
Reserve Bank of New York.
"Calculation Period" has the meaning specified in subsection 2.4(b).
"Capital Lease Obligations" means, as to any Person, the obligations
of
_____________
Bank of New York – funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate
_____________
dt 708857
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Secured Loan Agreement
Secured Loan Agreement (51K)
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SECURED LOAN AGREEMENT
This SECURED LOAN AGREEMENT (this �Agreement�) is made as of this 9th day of September, 2004 by and between DataKey, Inc., a Minnesota corporation (the �Company�) and SafeNet, Inc., a Delaware corporation (the �Purchaser�).
A. On October 17, 2003, the Company issued and delivered to several investors Secured Convertible Promissory Notes in a bridge financing with aggregate proceeds of $2,000,000 (hereinafter collectively referred to as . . .
606187
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Datakey
As referenced in this Secured Loan Agreement:
DataKey, Inc. – w02359exv99w4.htm EXHIBIT 4
Exhibit 4
EXECUTION COPY
SECURED LOAN AGREEMENT
This SECURED LOAN AGREEMENT (this Agreement |