EXHIBIT 10.13
LOAN AGREEMENT
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This Loan Agreement ("Agreement") is made as of the 26th day of June 1998 by
and among the Lenders listed on the signature pages hereof (each a "Lender" and
collectively the "Lenders"), American Maple Leaf Financial Corporation, a
Delaware corporation, having an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as agent for itself and the Lenders hereunder ("Agent")
and netValue, Inc., a Delaware corporation with its principal executive office
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Borrower").
BACKGROUND
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WHEREAS, Lenders are willing to loan to Borrower, and Borrower is willing to
borrow from Lenders, the principal sum of up to One Million Six Hundred Thousand
($1,600,000.00) Dollars ("Loan") on the terms and subject to the conditions of
this Agreement.
NOW, THEREFORE, with the foregoing Background deemed incorporated hereinafter
by this reference and hereby made a part hereof, the parties hereto, intending
to be legally bound hereby, further covenant and agree as follows:
SECTION 1. DEFINITIONS.
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As used herein:
1.1 "Assets" means, at any time, all assets of every kind of Borrower as
would be shown on a consolidated or consolidating financial statement of
Borrower prepared in accordance with GAAP.
1.2 "Closing" means the date of this Agreement.
1.3 "Event of Default" means an event specified in Section 5 hereof.
1.4 "GAAP" means generally accepted accounting principles consistently
applied.
1.5 "Indebtedness" means, as to Borrower, all items of indebtedness,
obligation or liability, due or to become due, liquidated or unliquidated,
direct or contingent, joint or several, of any nature whatsoever and out of
whatever transaction arising.
1.6 "Laws" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs or decrees of any government or political subdivision or
agency thereof or any court or similar entity established by any thereof.
1.7 "Lien" means a lien, encumbrance, charge or security interest of any
nature whatsoever.
1.8 "Maturity Date" means that date which is thirty (30) days after the
date on which Lender delivers written notice to Borrower demanding payment of
all principal and accrued interest due under the Note as defined in Paragraph
2.2 of this Agreement.
1.9 "Note" has the meaning set forth in Paragraph 2.2 of this Agreement.
1.10 "Obligations" mean the obligations of Borrower:
1.10.1 To pay the principal of, and the interest on, the Note in
accordance with the terms hereof and thereof, and to satisfy all of Borrower's
other existing and future debts, liabilities and obligations to Lenders, whether
matured or unmatured, direct or contingent, joint or several, including, without
limitation, any extensions, modifications or renewals thereof and substitutions
therefor; and
1.10.2 To pay all of Lenders' fees, expenses and costs including,
without limitation, the reasonable fees and expenses of Lenders' counsel, in
connection with the preparation, negotiation, administration, amendment,
modification or enforcement of this Agreement and Lenders' rights hereunder and
under the documents required hereunder, or any proceedings (including, without
limitation, bankruptcy or other insolvency proceedings) brought or threatened to
enforce payment of any of the Obligations.
1.11 "Person" means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, joint venture, court or
government or political subdivision or agency thereof.
1.12 "Records" means, severally and collectively, Borrower's
correspondence, memoranda, tapes, discs, papers, books and other documents, or
transcribed information of any type related to Borrower's assets, whether
expressed in ordinary or machine language, and whether on or off the premises of
Borrower.
SECTION. THE LOAN.
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1.13 Disbursement of the Loan Proceeds. Upon the execution hereof, Agent
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shall disburse to Borrower $63,000. Thereafter, until the Maturity Date, upon
the Borrower's request, each Lender shall be obligated to disburse to Borrower
funds in the aggregate up to the amount set opposite to such Lender's name on
Schedule 2.1 hereof (each such amount, a Lender's "Loan Commitment").
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1.14 The Note. Contemporaneously herewith, Borrower shall execute and
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deliver to Agent a Promissory Note in the principal amount of Sixty Three
Thousand ($63,000.00) Dollars plus all additional amounts which Lender hereafter
advances to Borrower, up to a maximum amount of One Million Six Hundred Thousand
Dollars ($1,600,000.00) (the "Note") to evidence Borrower's Obligations to repay
Agent (for the account of Lenders), with interest at eight percent (8%) per
annum, the principal sum of the Loan, on the Maturity Date unless the Loan is
sooner accelerated in accordance with the provisions of this Agreement, all as
more fully described in the Note, the terms, covenants and conditions of which
are hereby deemed incorporated herein by this reference and made a part hereof.
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1.15 Payments to Lenders. All payments of interest on, and principal of,
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the Loan, all fees and all other sums payable to Lender hereunder shall be paid
directly to Agent (for the account of Lenders) in immediately available funds,
in such currency of the United States of America as is, at the time of payment,
legal tender for the payment of public and private debts. When any payment of
interest, principal or other fees or sums is received by Agent, Borrower's
obligations to each Lender pursuant to this Agreement and the Note shall be
fully discharged with respect to such payment.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
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2.1 Inducement to Lender. To induce Lenders to enter into this Agreement,
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Borrower represents and warrants to Lenders that:
2.1.1 Borrower is a corporation duly organized, validly existing and in
good standing under the Laws of Delaware; Borrower has the lawful power and
capacity to own its property and to engage in the business it conducts; Borrower
is duly qualified as a foreign corporation to do business in the State of
Connecticut;
2.1.2 Borrower is not in default with respect to any of its existing
Indebtedness for borrowed money, and the making and performance of this
Agreement and the Note will not (immediately, with the passage of time, or with
the giving of notice and the passage of time):
2.1.3 Violate the Amended and Restated Certificate of Incorporation or
By-laws of Borrower or, in any material respect, violate any Laws or result in a
default under any contract, agreement or instrument to which Borrower is a party
or by which Borrower or its properties or assets are or may be bound; or
2.1.4 Result in the creation or imposition of any Lien upon any of the
Assets of Borrower, except such as are in favor of Agent;
2.1.5 Borrower has the power, authority and capacity to enter into and
perform this Agreement and the Note and to incur the Obligations herein and
therein provided for, and Borrower has taken all proper and necessary corporate
action to authorize the execution, delivery and performance of this Agreement
and the Note;
2.1.6 This Agreement is, and the Note when delivered will be, valid,
binding and enforceable against Borrower in accordance with their respective
terms;
2.1.7 There are no judgments or judicial or administrative orders or
proceedings pending, or to the knowledge of Borrower threatened, against or
affecting Borrower or the property of Borrower in any court or before any
governmental authority or arbitration board or tribunal. Borrower is not in
default under any order of any court, governmental authority, arbitration board
or tribunal or administrative agency;
2.1.8 Borrower has complied in all material respects with all
applicable Laws with respect to (a) restrictions, specifications or other
requirements pertaining to the services it performs, (b) the
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conduct of its business operations, and (c) the use, maintenance and operation
of the real and personal property owned or leased by it in the operation of its
business;
2.1.9 No representation or warranty by Borrower contained herein, or in
any certificate or other document furnished by Borrower pursuant hereto,
contains any untrue statements of material fact or omits to state a material
fact necessary to make any such representation or warranty not misleading in
light of the circumstances under which it was made;
2.1.10 No consent, approval or authorization of, or filing other than
UCC filings, registration or qualification with, any Person is required to be
obtained by Borrower in connection with the execution and delivery of this
Agreement and the Note or the undertaking or performance of any Obligation
hereunder or thereunder;
2.1.11 Borrower has not committed Lenders or Agent to the payment of any
brokerage fee or commission in connection with this transaction and, if any such
claim is made against any Lender or Agent by any broker, finder or agent or any
other Person, Borrower will indemnify, defend (at its expense, engaging counsel
reasonably acceptable to Agent) and hold such Lender and/or Agent harmless
against any such claim, at Borrower's cost and expense, including such Lender's
and/or Agent's reasonable counsel fees; and
2.1.12 Borrower has obtained all licenses, permits, franchises or other
governmental authorizations necessary to the ownership of its property and
assets and to the conduct of its business, all of which are in good standing and
free from any claim of invalidity, defect or ineffectiveness.
2.2 Survival. By completing a closing hereunder Lenders do not thereby
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waive any breach of warranty or misrepresentation made by Borrower hereunder or
under any other document or agreement delivered to Agent or Lenders at Closing
or otherwise referred to herein, and all of Agent's and/or Lenders' claims and
rights resulting from any breach or misrepresentation by Borrower are expressly
reserved by Agent and/or Lenders. All of the foregoing representations and
warranties set forth in this Section 3 shall survive until the Obligations are
paid and satisfied in full.
SECTION 3. BORROWER'S COVENANTS.
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3.1 Affirmative Covenants. Borrower covenants and agrees with Lenders
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that, so long as any of the Obligations remain unsatisfied and outstanding,
Borrower will comply with the following covenants:
3.1.1 Borrower will furnish Agent with such data and information
(financial or otherwise) as Agent reasonably may request;
3.1.2 Borrower will pay or cause to be paid when due, all taxes,
assessments and charges or levies imposed upon Borrower or its properties or
which it is required to withhold and pay over, except if the same are being
contested by Borrower in good faith, by appropriate proceedings and with
adequate reserves therefor being set aside on the Records;
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3.1.3 Borrower will maintain its inventory, equipment, real estate and
other properties in good condition and repair (normal wear and tear excepted),
and will pay and discharge, or cause to be paid and discharged, when due, the
cost of repairs to or maintenance of the same;
3.1.4 Borrower will take all necessary steps to preserve its existence
as a corporation, and Borrower will comply with all present and future Laws
applicable to it in the operation of Borrower's business;
3.1.5 Borrower will collect its accounts receivable, sell its
inventory, and provide services, only in the ordinary course of its business;
3.1.6 Borrower will give immediate notice to Agent of (a) any
litigation to which Borrower is a party (whether or not the claim is considered
to be covered by insurance) for which the damages sought or the amount of the
claim is in excess of Five Hundred Thousand ($500,000.00) Dollars, and (b) the
institution of any other suit or any administrative proceeding involving
Borrower that materially and adversely affects Borrower's operations, financial
condition, property or business;
3.1.7 Borrower will give written notice to Agent promptly upon becoming
aware of the occurrence of any Event of Default or of the failure of Borrower to
observe any of its undertakings hereunder, which notice shall specify the nature
of such event or Event of Default and the period of existence of the same;
3.1.8 Borrower will notify Agent in writing upon any change in the
location of any of its places of business or of the establishment of any new, or
the discontinuance of any existing, place(s) of business;
3.1.9 Borrower will, when requested by Agent from time to time, give
Agent specific assignments and schedules of accounts receivable after they come
into existence, the form and content of such assignments and schedules to be
reasonably satisfactory to Agent and its counsel.
3.2 Negative Covenants. Borrower hereby covenants and agrees that, so long
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as any of the Obligations remain unsatisfied and outstanding, without the prior
written consent of Agent, which consent shall not be unreasonably withheld:
3.2.1 Borrower will not sell, transfer, assign, lease or otherwise
dispose of all or (except in the ordinary course of business) any material part
of its Assets;
3.2.2 Borrower will not furnish Agent any certificate or other document
that will contain any untrue statement of material fact or that will omit to
state a material fact necessary to make it not misleading in light of the
circumstances under which it was furnished.
SECTION 4. DEFAULT.
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4.1 Events of Default. Each of the following events shall constitute an
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Event of Default and Agent shall thereupon have the option (which is not
intended to diminish, alter or limit Agent's rights described in this Agreement,
the Note or any related instruments, agreements and documents) to declare
Borrower in default under this Agreement, the Note, and all other agreements
with Lenders,
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and declare all existing and future liabilities, indebtedness and Obligations
accelerated and immediately due and payable, including, without limitation,
interest, principal, expenses and reasonable counsel fees to enforce this
Agreement, the Note and all related instruments, agreements and documents, and
all of Lenders' and/or Agent's rights hereunder and thereunder, all without
demand, notice, presentment or protest, or further action of any kind, except as
specified herein:
4.1.1 Borrower shall fail to pay within ten (10) days of the date when
due any amounts due under the Note;
4.1.2 Borrower shall fail to observe or perform any other obligation or
covenant to be observed or performed by Borrower hereunder or under the Note
within fifteen (15) days after written notice thereof from Agent;
4.1.3 If any financial statement, representation, warranty, statement
or certificate made or furnished to Agent or Lenders in connection with this
Agreement, or as inducement to Lenders to enter into this Agreement, or in any
separate statement or document to be delivered hereunder to Agent or Lenders,
shall be materially false, incorrect, or incomplete, when made;
4.1.4 Borrower shall admit an inability to pay its debts as they
mature, or shall make a general assignment for the benefit of any of its or
their creditors;
4.1.5 Proceedings in bankruptcy, or for reorganization of Borrower for
the readjustment of any of its or their debts, under the United States
Bankruptcy Code, as amended, or any part thereof, or under any other Laws,
whether state or federal, for the relief of debtors, now or hereafter existing,
shall be commenced by Borrower or shall be commenced against Borrower and shall
not be dismissed within sixty (60) days of their commencement;
4.1.6 A receiver or trustee shall be appointed for Borrower or for any
substantial part of its assets, or any proceedings shall be instituted for the
dissolution or the full or partial liquidation of Borrower, and if such
appointment or proceedings are involuntary, such receiver or trustee shall not
be discharged within sixty (60) days of appointment, or such proceedings shall
not be discharged within sixty (60) days of their commencement, or Borrower
shall discontinue its business(es) or materially change the nature of its
business(es);
4.1.7 Borrower shall suffer final judgment(s) for the payment of money
in excess of Five Hundred Thousand ($500,000.00) Dollars and the same or any one
of the same shall not be discharged or stayed within a period of sixty (60) days
from the date of entry thereof;
4.1.8 A judgment or attaching creditor of Borrower shall obtain
possession of any of Borrower's Assets having a book value greater than One
Hundred Thousand ($100,000) Dollars by any means including, without limitation,
levy, distraint, replevin or self-help; or
4.1.9 The validity or enforceability of this Agreement or the Note
shall be contested by Borrower, any guarantor or any stockholder of Borrower, or
Borrower shall deny that it has any or further liability or obligation hereunder
or thereunder.
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SECTION 5. AGENCY PROVISIONS.
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As between Agent, on the one hand and each of the Lenders, on the other hand,
Agent and each Lender agree (and Borrower hereby consents) as follows:
5.1 Appointment and Authorization. Each Lender, by its acceptance thereof,
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hereby irrevocably appoints and authorizes Agent to take such action on its
behalf and to exercise such powers under this Agreement as are respectively
delegated to Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. Subject to the provisions of this Agreement,
Agent will handle all transactions relating to the Loan and all other
Obligations, including, without limitation, all transactions with respect to
this Agreement, the Note and all related documents. Borrower is hereby
authorized by Lenders to deal with Agent in all transactions which affect
Lenders under this Agreement and the Note. The rights, privileges and remedies,
accorded to Agent hereunder shall be exercised by Agent on behalf of all
Lenders.
5.2 General Immunity. In performing its duties as Agent hereunder, Agent
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will take the same care as it takes in connection with loans in which it alone
is interested. However, Agent nor any of its partners shall be liable for any
action taken or omitted to be taken by Agent hereunder or in connection herewith
except to the extent any such action or omission results from Agent's gross
negligence or willful misconduct.
5.3 Consultation with Counsel. Agent may consult with legal counsel and
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any other professional advisors or consultants deemed necessary or appropriate
and selected by Agent and shall not be liable for any action taken or suffered
in good faith by it in accordance with the advice of such counsel.
5.4 Collections and Disbursements. Agent will have the right to collect
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and receive all payments of the Obligations, and to collect and receive all
fees, charges or other amounts due under this Agreement and the Note, and Agent
will promptly remit to each Lender, pro rata in accordance with such Lender's
Loan Commitment, all such payments actually received by Agent in accordance with
the settlement procedures established by Agent from time to time.
SECTION 6. MISCELLANEOUS
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6.1 Construction. The provisions of this Agreement shall be in addition to
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those of any guaranty, pledge or security agreement, note or other evidence of
liability held by Agent or Lenders, all of which shall be construed as
integrated and complementary of each other. Nothing herein contained shall
prevent Agent or Lenders from enforcing any or all other notes, guaranty, pledge
or security agreements in accordance with their respective terms.
6.2 Further Assurances. From time to time, Borrower will execute and
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deliver to Agent such additional documents, and will provide such additional
information as Agent may reasonably require, to carry out the terms of this
Agreement and the Note, and be informed of Borrower's status and affairs.
6.3 Enforcement and Waiver by Agent. Agent shall have the right at all
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times to enforce the provisions of this Agreement and the Note in strict
accordance with the terms hereof and thereof,
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notwithstanding any conduct or custom on the part of Agent in refraining from so
doing at any time or times. The failure of Agent at any time or times to enforce
its rights under such provisions, strictly in accordance with the same, shall
not be construed as having created a custom in any way or manner contrary to
specific provisions of this Agreement or as having in any way or manner modified
or waived the same. All rights and remedies of Agent are cumulative and
concurrent and the exercise of one right or remedy shall not be deemed a waiver
or release of any other right or remedy.
6.4 Expenses of Agent. Borrower will pay all expenses, including the
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reasonable fees and expenses of legal counsel for Agent incurred in connection
with the enforcement of this Agreement and the Note and the collection or
attempted collection of the Note.
6.5 Notices. Any notices or consents required or permitted by this
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Agreement shall be in writing and shall be deemed delivered if delivered in
person, or by commercial courier against receipt or if sent by certified mail,
postage prepaid, return receipt requested, or telecopier, as follows, unless
such address is changed by written notice hereunder:
6.5.1 If to Borrower:
netValue, Inc
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: R. ▇▇▇▇▇ ▇▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Klehr, Harrison, ▇▇▇▇▇▇,
Branzburg & ▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
6.5.2 If to any Lender or Agent:
American Maple Leaf Financial Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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6.6 Waiver and Release by Borrower. To the maximum extent permitted by
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applicable Laws, Borrower hereby waives (a) protest, notice of protest,
presentment, dishonor, notice of dishonor and demand of all commercial paper at
any time held by Agent and/or Lenders on which Borrower is in any way liable and
(b) except as otherwise set forth herein or in the Note after acceleration in
the manner provided in Paragraph 5.1 before exercise by Agent of the remedies of
self-help, set-off, or of other summary procedures permitted by any applicable
Laws or by any agreement with Borrower and, except where required hereby or by
any applicable Laws, notice of any other action taken by Agent.
6.7 Waiver of Jury Trial. IN ANY LITIGATION ARISING OUT OF OR RELATING TO
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THE LOAN OR ANY OF THE OTHER OBLIGATIONS IN WHICH BORROWER AND AGENT OR LENDERS
ARE ADVERSE PARTIES, BORROWER, AGENT AND LENDERS HEREBY WAIVE TRIAL BY JURY.
6.8 Applicable Law. The substantive Laws of the State of Delaware shall
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govern the construction of this Agreement and the rights and remedies of the
parties hereto.
6.9 Binding Effect, Assignment and Entire Agreement.
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6.9.1 This Agreement shall inure to the benefit of, and shall be
binding upon, the respective heirs, personal representatives, successors and
permitted assigns of the parties hereto.
6.9.2 Borrower has no right to assign any of its rights or Obligations
hereunder without the prior written consent of Agent.
6.9.3 Each Lender shall have the right, without the prior consent of
Borrower, to assign to an Affiliate of such Lender all of such Lender's rights
and obligations hereunder.
6.9.4 This Agreement, and the documents executed and delivered pursuant
hereto, constitute the entire agreement between the parties, and may be amended
only by a writing signed on behalf of each party.
6.10 Severability. If any provision of this Agreement shall be held invalid
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under any applicable Laws, such invalidity shall not affect any other provision
of this Agreement that can be given effect without the invalid provision, and,
to this end, the provisions hereof are severable.
6.11 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
6.12 Headings. The headings of any paragraph of this Agreement are for
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convenience only and shall not be used to interpret any provision of this
Agreement.
6.13 Modification. No modification hereof or of any agreement referred to
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herein shall be binding or enforceable unless in writing and signed on behalf of
the party against whom enforcement is sought.
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6.14 Third Parties. No rights are intended to be created hereunder, or
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under the Loan Documents or related agreements and documents 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 Agent or
Lenders of Borrower's duties of performance, including, without limitation,
Borrower's duties under any account or contract in which Agent has a security
interest.
6.15 Seal. This Agreement is intended to take effect as an instrument under
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seal.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
executed and delivered by their duly authorized officers as of the day and year
first above written.
NETVALUE, INC.
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇
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R. ▇▇▇▇▇ ▇▇▇▇▇, President
AMERICAN MAPLE LEAF
FINANCIAL CORPORATION, as Agent for Lenders
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ROZEL INTERNATIONAL HOLDINGS LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, President
AVIATION HOLDINGS GROUP, INC.
(f/k/a EyeQ Networking, Inc.)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
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▇▇▇▇▇▇ ▇▇▇▇▇▇, President
FAC ENTERPRISES
By: /s/ FAC Enterprises, Inc.
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IP SERVICES, INC.
By: /s/ IP Services, Inc.
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Seal)
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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SCHEDULE 2.1
Loan Commitments
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Lender Commitment
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American Maple Leaf $ 400,000.00
Financial Corporation
Rozel International $ 425,000.00
Holdings Limited
Aviation Holdings $ 225,000.00
Group, Inc.
FAC Enterprises $ 250,000.00
IP Services, Inc. $ 100,000.00
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 200,000.00
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Total $1,600,000.00
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