Exhibit 10.45
ACCOUNTS RECEIVABLE PURCHASE AND SECURITY AGREEMENT
This Accounts Receivable Purchase and Security Agreement
(hereinafter referred to as "Agreement"), made and entered into
this 16th day of March 1998, by and between Applied Intelligence
Group, Inc. (also known as AIG), an Oklahoma Corporation (Tax
ID#: ▇▇-▇▇▇▇▇▇▇), with its principal offices at ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Client") and Trinity Capital, Inc., an Oklahoma corporation,
with its principal offices at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter referred to as "Trinity").
WITNESSETH:
Whereas, Client desires to sell its certain accounts receivable
to Trinity and Trinity agrees to purchase said accounts
receivable, upon the terms and conditions herein provided;
Now Therefore, in consideration of the foregoing and the mutual
covenants hereinafter contained, it is hereby mutually understood
and agreed as follows:
1. Assignment and Sale of Accounts. In consideration of the
sums of money paid by Trinity to Client, hereinafter referred to
as "advance", Client hereby sells, assigns, transfers, sets over
and delivers to Trinity, with full recourse, and Trinity hereby
purchases from Client, Client's right, title and interest in and
to, but none of its obligations or indebtedness under, Client's
accounts receivable, all returned and repossessed goods arising
therefrom, and all proceeds thereof, which are now existing and
owned by Client and referred to on the initial Assignment
Schedule of Accounts executed and delivered by Client to Trinity
herewith, or hereafter arising in favor of or acquired by Client,
and all records evidencing the same; with full and irrevocable
right and power for the benefit of Trinity, either in Trinity's
name or Client's name, to collect, enforce, ▇▇▇ on, compromise or
discharge the same, and to endorse the name of Client on any
instruments, documents or evidences of payment which are payable
to Client, and to do all acts necessary or proper, hereby
ratifying and confirming all that Trinity shall lawfully do or
cause to be done by virtue hereof (all of the foregoing
hereinafter collectively referred to as the "Accounts").
Client shall execute and/or deliver to Trinity such additional
instruments, documents and agreements including, but not limited
to, a Secured Promissory Note in the amount of $1,000,000.00,
Assignment Schedules of Accounts and duplicate original invoices
bearing endorsements, in form and substance acceptable to
Trinity, indicating that the Accounts have been sold and assigned
to Trinity and are payable only to Trinity, which Trinity shall
mail to the debtors of such Accounts, as Trinity shall require,
from time to time, to better effect Trinity's interest in the
Accounts.
Client may discontinue offering for sale to Trinity the
receivables of any Client's Customer by giving written notice to
Trinity; however, Client agrees to instruct such Client's
Customer to send all payments directly to Trinity at its
designated address on all invoices from Client whether or not
such invoices have been sold to Trinity until Trinity has been
fully paid for all receivables purchased by Trinity. Trinity
agrees to promptly credit Client's Reserve Account for all
payments received upon invoices, which Client has not received
any advances from Trinity.
2. Payment for Accounts; Servicing Fee. Trinity shall advance
to Client up to seventy five percent (75.0%) of the gross amount
of Accounts acceptable to Trinity, less Trinity's servicing fee.
The term of any advance shall be the period of time from the date
upon which the funds are advanced by Trinity to Client to the
payment date of the receivables, based on actual days elapsed on
the basis of a year consisting of 360 days. At no time shall the
aggregate of such advance amounts exceed $1,000,000.00. The
amount of such advance, calculated prior to deducting the service
fee, shall bear interest from the date upon which funds are
advanced until collection date of Accounts at a rate equal to the
adjusted floating prime commercial rate of interest ("Prime
Rate") as announced by Trinity's primary operating bank on the
day such Prime Rate must be determined, plus three percent (3.0%)
("Fluctuating Rate"). In the event the calculation of the
Fluctuating Rate yields a rate higher than the maximum amount
allowed by state or federal law ("Maximum Rate"), the Maximum
Rate will be used. Each and any change in the rate charged to
Client shall be effective without notice to Client on the date
when a change shall have been made, but in no event whatsoever
shall the amount paid or agreed to be paid by Client, received or
demanded by Trinity, exceed the maximum amount permitted by state
or federal law. Such rate shall be charged to Client's Reserve
Account, if any, without demand or notice or may be payable
directly from Client to Trinity on a monthly basis. However, it
is agreed that all sums of money which shall not be paid to
Trinity by Client when due shall bear interest at 2.0% per month
or at the highest rate allowed by law from such due date until
paid in full, at Trinity's sole discretion. Upon collection of
such Accounts, Trinity shall pay Client the difference between
the amount collected and the payment first made to Client by
Trinity with respect to such Accounts, less the Servicing Fee, as
defined hereinbelow, on such Accounts and any other obligations
and indebtedness of Client to Trinity for Accounts charged back
hereunder or otherwise howsoever arising.
For its services hereunder, Trinity shall earn, and Client shall
pay, a Servicing Fee equal to three fourth of one percent (0.75%)
of the gross amount of any and all receivables purchased by
Trinity as set forth at the time of initial funding. Trinity's
Servicing Fee is due and payable on the date a receivable is
purchased from Client by Trinity. The Servicing Fee constitutes
consideration for Trinity's services in processing and collection
of the purchased receivables. In addition, upon execution of this
Agreement, Client shall pay a one-time, non-refundable Closing
Fee of $2,650.00.
3. Warranties. Covenants and Representations. In order to
induce Trinity to enter into this Agreement, Client hereby
represents, warrants, covenants and agrees to and with Trinity
that:
a. Client's exact name is Applied Intelligence Group, Inc.,
Client was incorporated on May 31, 1985, and Client is a duly
organized corporation validly existing and in good standing under
the laws of the State of Oklahoma. Client is licensed and has
full power and authority to carry on its business as it is now
being conducted and to own or hold the properties and assets it
now owns or holds; is duly qualified, licensed, authorized and
empowered to carry on its business as a foreign corporation in
good standing in each jurisdiction in which the conduct of its
business, the owning or leasing of real property or the
maintaining of an office by it makes such qualification and
licensing necessary; and is in compliance with all laws,
regulations and orders in every applicable jurisdiction;
b. Client has the corporate power to make, deliver and perform
this Agreement on the terms and conditions hereof and has taken
all necessary corporate action to authorize the execution,
delivery and performance of this Agreement. This Agreement
constitutes a valid agreement of Client legally binding upon it
and enforceable in accordance with its terms. No consent of any
other party and no consent, license, approval, authorization,
registration or declaration with, any governmental commission,
authority, bureau, agency or other governmental entity is
required in connection with this Agreement, the sale of the
Accounts, the granting of the collateral contemplated hereby or
the execution, delivery, performance, validity or enforceability
of this Agreement. Client further warrants that none of Client's
transactions with Trinity are a breach or will constitute a
breach of any agreement between Seller and any other person(s) or
creditor(s);
c. The execution, delivery and performance of this Agreement by
Client will not violate any provision of any existing law,
regulation, order or decree of any court, governmental authority,
bureau or agency, or Client's articles of incorporation or
by-laws, and will not violate any provision of, or constitute a
default under any mortgage, indenture, security agreement,
contract, insurance policy, undertaking or other agreement or
instrument to which Client is a party or which is or purports to
be applicable to or binding upon Client, the conduct of its
business or the ownership of any of its property or assets;
d. Client is in compliance with all existing laws and
regulations applicable to it, the violation of which would or
could adversely affect its operations or its ability to fulfill
its obligations under this Agreement;
e. No litigation or administrative proceeding involving Client
is presently pending and, to Client's knowledge, no such
litigation or proceeding is presently threatened against it or
any of its property, that if adversely determined, would
adversely affect its financial condition, business or operations
or its ability to fulfill its obligations under this Agreement;
f. Client has filed or caused to be filed all tax returns and
estimates required to be filed and has paid all taxes shown to be
due and payable on said returns and estimates or on any
assessments made against it, except for Oklahoma County ad
valorem taxes and Oklahoma withholding taxes, which Client shall
pay from the proceeds of its first advance from Trinity under
this Agreement; and no tax liens have been filed and no claims or
assessments are being asserted with respect to such taxes. Client
shall immediately notify Trinity in writing of its delinquency in
the payment of any taxes. No adverse change in Client's tax
liability is contemplated should its tax returns be audited by
any tax authority;
a.
g. Client has filed or caused to be filed all financial
statements, reports and information required to be filed by all
applicable regulatory agencies and no claims or deficiencies or
other matters which could have an adverse affect on its financial
condition, business or operations, or its ability to perform its
obligations under this Agreement have been asserted or are
contemplated to be asserted by any of said agencies;
h. All of the covenants, representations and warranties herein
or pursuant hereto shall survive the date hereof, shall be
continuing and shall remain in full force and effect irrespective
of any investigation which may make in connection with or in
reference to transactions contemplated hereby or any matter
involved herein;
i. Each of the Accounts and all instruments, documents, and
records relating thereto are genuine and valid and in all respect
what they purport to be, arising out of bona fide sales of goods
or services for moneys due Client in full compliance with
applicable law to which the same are subject. Each of the
Accounts is due and payable within thirty (30) days after the
invoice date in United States Dollars, to the best of Client's
knowledge, is not subject to any set-off, credit or deduction and
the payment thereof is not contingent or conditional upon the
fulfillment of any contract, condition, obligation or warranty,
past or future, express or implied. To the best of Client's
knowledge, the debtor of each Account is solvent and able to pay
its debts as they become due; proper entries have been made on
the books of Client disclosing the absolute and unconditional
sale of the Accounts to Trinity; Client has good and absolute
title to each Account and right to sell, assign and transfer the
same and has no knowledge of any fact which would impair the
validity thereof; none of said Accounts are subject to any lien,
charge, encumbrance, security interest or adverse claim nor has
Client granted or permitted to exist any thereof; and none of
said Accounts nor moneys due or to become due thereunder are to
be collected or held by Client in trust for any person except
Trinity;
j. Client will keep all of its books and records on a
consistent basis in accordance with Generally Accepted Accounting
Principles. All information furnished by Client to Trinity
concerning the Accounts and proceeds thereof, Client's financial
condition or otherwise, is and will be complete, accurate and
correct at the time the same is furnished. Client shall furnish
to Trinity its annual financial statements within ninety (90)
days after closing of its fiscal year, its quarterly financial
statements within forty five (45) days after closing of each of
its fiscal quarters, and such additional information as and when
required by Trinity;
k. Client shall not change its name, business structure, or
identity or use any new trade name, or merge or consolidate with
any other entity, without Trinity's written consent; and
l. Client shall maintain at all times a Tangible Net Worth of
at least $2,000,000 effective on or after December 31, 1997.
4. Collection of Accounts. Upon an occurrence of an event of
default under this Agreement, which is not cured by Client as
provided in Section 8 hereunder, Trinity agrees to diligently,
carefully and lawfully perform in its own name or Client's name
the services of administering, demanding and collecting the
Accounts, receipt and accounting for the proceeds thereof and
paying or otherwise discharging both necessary and reasonable
outside costs and expenses incurred in connection therewith.
Client shall pay and/or reimburse Trinity for all costs, fees and
expenses, including, without limitation, attorneys' fees,
incurred by Trinity to collect the Accounts. Trinity shall have
the right to make allowances, extend, defer, credit, adjust or
settle with any debtor on any Account without notice to or
consent of Client.
The Client appoints Trinity as its attorney-in-fact to receive,
open, and dispose of all mail addressed to the business
pertaining to Receivables; to endorse the Client's name upon any
notes, acceptances, checks, drafts, money orders, and other
evidences of payment of Receivables that may come into Trinity's
possession, and to deposit or otherwise collect the same; and to
do all other acts and things necessary to carry out the terms of
this Agreement. This power, being coupled with an interest, is
irrevocable while any Receivable shall remain unpaid.
Client agrees at all times to allow Trinity or its agents, to
examine, audit and make extracts and copies of any books and
records pertaining to the Accounts, including bank records and
reconciliations thereof; and to use Client's premises for this
purpose, at any reasonable time, without cost to Trinity. After
default by Client hereunder, Client shall pay and/or reimburse
Trinity for all costs, fees and expenses incurred by Trinity in
the actions described in the preceding sentence. Client further
agrees to furnish Trinity with a monthly aging of the Accounts
and such other instruments, documents, papers and information
relating to the Accounts, which shall be the property of Trinity,
as Trinity shall require from time to time, including, but not
limited to, all original purchase orders or contracts, invoices,
bills of lading, proof of delivery and related correspondence and
memoranda.
Client shall immediately advise Trinity of any asserted set-off,
credit or deduction by any debtor of the Accounts or the
occurrence of any dispute, default or incident that may in any
way impair such Accounts or tend to reduce the amount thereof.
Client shall have no right and agrees not to make allowance,
extension, deferral, credit, adjustment or settlement with any
debtor on any Account without in each case the written consent of
Trinity, which such consent shall not be unreasonably withheld.
If in Trinity's sole judgment, the credit worthiness of any
debtor of a receivable purchased by Trinity becomes impaired
before delivery of the related goods and/or rendition of services
to such debtor, Client will, upon Trinity's request, at Client's
expense use its best efforts to stop delivery of goods and/or
rendition of services to such debtor, provided that Client has
received advances on Accounts relating to said goods and/or
rendition of services prior to delivery of said goods and/or
rendition of services to account debtor.
Should any suits, arbitration or other proceedings be instituted
for the collection or enforcement of any Account or in defense
thereof, Client shall, without expense to Trinity, make available
such of its officers, employees, agents, books, records and
files, and retain counsel and experts, as may be necessary and
expedient to make proper proof therein.
All proceeds of the Accounts received by Client shall be held IN
TRUST for Trinity and immediately delivered to Trinity, in kind.
Client hereby authorizes Trinity, at any time, to debit its
bank(s) account(s) at any banking institution it maintains
account(s) and banking relationship(s), at Trinity's option,
without notice to Client, for any and all proceeds of the
Accounts received by Client, but not delivered to Trinity, in
kind.
Notwithstanding anything to the contrary in this Agreement,
provided that Client is not in default under this Accounts
Receivable Purchase and Security Agreement or any other
agreements between Client and Trinity, Client shall not be
required to place Trinity's name on any invoices Client presents
to its customers. Notwithstanding anything to the contrary in
this Agreement, Client hereby agrees to require its customers to
pay and remit all payments for the Accounts directly by Client's
customers to Trinity's lockbox address at ▇.▇. ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (lockbox at Bank of America, Chicago), or any
other lockbox address Trinity may require in the future.
In the event (i) any Account shall not be collected by Trinity
within ninety (90) days after the invoice date; (ii) any Account
is due from a debtor which has, or against which was, filed a
petition in bankruptcy or for reorganization under the bankruptcy
laws, makes an assignment for the benefit of its creditors, has a
receiver appointed for its property, suspends its business, is or
becomes insolvent or defaults in the payment of other
indebtedness to Client or Trinity; (iii) any Account is due from
a debtor which is then debtor on Accounts aggregating in face
amount twenty five (25%) or more of the Accounts then
outstanding; (iv) any Account shall be subject to any dispute,
claim, charge, counter-claim or set-off by the debtor thereon;
(v) the debtor of any Account refuses to execute and deliver to
Trinity a waiver of set-off, in form and substance acceptable to
Trinity, if required by Trinity at any time hereafter; (vi)
Trinity is requested or required to return any collection on an
Account as a voidable preference or other transfer under the
bankruptcy laws; or (vii) any other circumstance shall occur with
respect to any Account which shall impair the collection thereof;
Trinity may thereupon, or at its option at any time thereafter,
charge said Account back to Client and Client shall repurchase
said Account from Trinity, without recourse, for a sum equal to
the amount paid to Client by Trinity therefore, plus the
Servicing Fee and applicable interest expense thereon calculated
at 2.0% per month or at the highest rate allowed by law from such
due date until paid in full, at Trinity's sole discretion.
Client hereby exonerates Trinity for, and agrees to indemnify,
defend and hold Trinity, its officers, directors, employees,
attorneys, accountants and agents harmless from and against, any
and all claims, demands, charges, expenses, including attorneys'
fees, damages, actions, and causes of action, whether at law or
in equity, now or hereafter existing, and howsoever arising, and
in connection with the past, present or future actions of Client,
Trinity or their agents in the administration, prosecution or
collection of the Accounts or the Collateral, or howsoever
related to or otherwise arising or alleged to arise, whether by
virtue of Trinity's interest in the Accounts acquired pursuant to
this Agreement or otherwise.
5. Collateral. To secure all of the present and future
obligations and indebtedness of Client to Trinity under this
Agreement, any other agreement now or hereafter existing between
Client and Trinity, or otherwise howsoever arising or incurred,
regardless whether direct or indirect, absolute or contingent,
arising by operation of law or by agreement, Client hereby
irrevocably and unconditionally grants and gives to Trinity a
general and continuing first and senior lien and security
interest in and to all accounts and invoices and their proceeds
purchased by Trinity pursuant to this Agreement, and a general
lien in Client's other assets including, but not limited to, all
instruments, documents, chattel paper, general intangibles,
inventory, goods, equipment, and fixtures which are now existing
and owned by Client and in all which will hereafter arise or be
acquired by Client; together with all other grants and pledges of
security heretofore or hereafter given; and in all reserves,
funds, moneys, property, goods, accounts, instruments, documents,
chattel paper and general intangibles now existing and hereafter
arising, in which Client now has or hereafter acquires any
interest whatsoever and which are or come into the possession of
Trinity or are or may hereafter be due or payable to Client by
Trinity; in all proceeds of all of the foregoing; and in all
books and records evidencing or pertaining, in whole or in part,
to any of the foregoing (all of the foregoing herein collectively
referred to as the "Collateral"). Client shall execute and
deliver to Trinity such Uniform Commercial Code financing
statements in form and substance required by Trinity, as Trinity
shall require to perfect and maintain Trinity's first priority
security interest in the Collateral. Notwithstanding anything to
the contrary in this Agreement, Trinity hereby agrees to waive
any of its security interest or subordinate its first lien
security interest, at Client's request, on certain specific
equipment to be purchased by Client and sold to one of Client's
account debtors in the future from IBM with defined serial
numbers and related proceeds thereof ("IBM Equipment") to IBM
Credit Corporation to permit Client or its account debtor to
receive certain Purchase Money Security Interest financing from
IBM Credit Corporation in the future on said IBM Equipment,
provided that there are no advances outstanding against said
specific IBM Equipment or any Accounts relating to said IBM
Equipment from Trinity.
6. POWER OF ATTORNEY. The Client appoints Trinity as its
attorney-in-fact to receive, open, and dispose of all mail
addressed to the Client pertaining to Accounts; to endorse the
Client's name upon any notes, acceptances, checks, drafts, money
orders, and other evidences of payment of Accounts that may come
into Trinity's possession, and to deposit or otherwise collect
the same; and to do all other acts and things necessary to carry
out the terms of this Agreement including, without limitation,
endorsing or executing UCC financing statements, bills of sale,
invoices or any other documents necessary to protect Trinity's
rights and security interests in the Collateral. This power,
being coupled with an interest, is irrevocable while any Account
shall remain unpaid.
7. Guaranty. The Undersigned, if more than one, jointly and
severally, guarantor(s) is engaged in business as a corporate
affiliate or subsidiary or owner, principal or officer in
whatsoever form desiring to induce Trinity, at its option, to
enter into this Agreement and purchase receivables or to extend
financial accommodation to the Client (consideration benefit to
the guarantor), shall hereby irrevocably and unconditionally,
guaranty all of the obligations and indebtedness of Client to
Trinity under this Agreement or otherwise howsoever arising,
pursuant to the Guaranty and Corporate Guaranty attached as
Exhibit A and Exhibit B hereto. Guarantor(s) hereby specifically
agrees and acknowledges that his (her) liabilities to Trinity
pursuant to the Guaranty will not be affected or impaired by any
failure, neglect or omission of Trinity to protect in any manner
the collection of Advances or other indebtedness of Client to
Trinity or the security given therefore.
8. Defaults and Remedies. The occurrence of any one or more of
the following events, which is not cured within 15 days of notice
thereof by Trinity to Client, shall constitute a default by
Client hereunder:
a. If any representation or warranty or any other statement of
fact contained herein or in any writing, certificate, report or
statement at any time furnished to Trinity in connection with
this Agreement by Client or its agents shall prove to be false or
misleading;
b. The failure to perform any provision or breach of any
covenant, warranty, representation or agreement of this
Agreement, or any other agreement with Trinity or any person(s)
or creditor(s) now existing or hereafter arising, including
supplements or amendments thereto, or if any such instrument,
document or agreement shall terminate or become void or
unenforceable by operation of law or otherwise;
c. The failure of Client to pay any moneys or other
indebtedness or perform any obligation now or hereafter owing to
Trinity under this Agreement or otherwise when due; or
d. If Client or any Guarantor (i) files a petition in
bankruptcy or for approval of a plan of reorganization under the
bankruptcy laws, or makes an admission seeking the relief therein
provided, or any such proceeding is commenced against Client;
(ii) is unable or admits in writing its inability to pay its
debts as they become due; (iii) makes an assignment for the
benefit of its creditors; (iv) has any of its certificates of
authority or licenses revoked or any action brought against it to
revoke the same or to rehabilitate or liquidate its business,
attach or seize its assets or enjoin it from conducting its
business; (v) has a receiver, trustee, administrator, liquidator
or other person appointed, voluntarily or otherwise, for its
business, affairs or property; (vi) is adjudicated a bankrupt;
(vii) suspends its business; (vii) permits a judgment to be
obtained against it which is not promptly paid; (ix) becomes
insolvent; (x) has in Trinity's judgment, an adverse change in
financial condition, business or affairs; (xi) fails to pay or
perform any obligation how or hereafter owing by Client to
Trinity; or (xii) violates any law, statute, regulation, judgment
or order now or hereafter applicable to it, its business or
assets.
Should any one or more of the above defined defaults occur,
Client hereby agrees that Trinity may, at its option, without
notice or demand, terminate this Agreement; notify the debtors on
Accounts that all payments to be made thereunder shall be made to
Trinity as the owner thereof; charge back the Accounts to Client,
and Client shall repurchase the Accounts from Trinity, without
recourse, for a sum equal to the gross amount thereof plus
factoring commissions thereon; exercise any one or more of the
rights and remedies accruing to a secured party under the Uniform
Commercial Code; enter, with or without process of law, any
premises where the Accounts or any other Collateral of Trinity
hereunder, and records relating thereto, is or may be located,
and without charge or liability to Trinity therefore, seize all
of the same; and/or accelerate and fix any or all of Client's
obligations and indebtedness to Trinity, whether fixed or
contingent, direct or indirect, all of which shall thereupon be
immediately due and payable with interest thereon from the date
due and payable through the date paid at the rate of 2.0% per
month or at the highest rate allowed by law from such due date
until paid in full, at Trinity's sole discretion. Client shall
remain liable to Trinity for any deficiency.
If any default by Client shall occur hereunder, the damages which
Trinity shall be entitled to recover from Client as a result
thereof shall include all reasonable attorney's fees, court costs
and all other expenses which may be expended or incurred by
Trinity to obtain or enforce payment of any of the Accounts, or
in the prosecution or defense of any action or concerning any
matter growing out of or connected with this Agreement, the
Accounts or the Collateral.
The waiver by Trinity of any default hereunder shall not be
construed or act as a waiver of any subsequent default. The
failure or delay of Trinity to exercise any right, power or
remedy shall not be construed as a waiver thereof, but all
rights, powers and remedies shall continue in full force and
effect until all Accounts, together with all charges,
commissions, debts and liabilities of Client to Trinity shall
have been fully paid, and all rights, powers and remedies herein
or in any other instrument provided are cumulative and none is
exclusive.
9. Term. This Agreement shall continue in effect until July 15,
1999 or unless terminated by Client by giving ten (10) days prior
written notice to Trinity. Trinity's rights and remedies
hereunder shall continue in full force and effect until all of
Client's obligations and indebtedness to Trinity shall be
irrevocably, unconditionally and finally paid to Trinity.
10. Binding Effect: Governing Law. This Agreement when executed
by Client and Trinity shall become effective and binding upon the
successors and assigns of Client and Trinity. This Agreement
shall not be assigned by Client. No modification or waiver of any
provision of this Agreement shall be effective unless in writing.
Client shall pay and/or reimburse Trinity for all costs, fees and
expenses, including, without limitation, attorney's fees, now or
hereafter incurred by Trinity in connection with this Agreement.
This Agreement, as the same may be amended and supplemented from
time to time, shall be governed in all respects, solely at
Trinity's discretion, by the laws of and the decisions of the
courts of the States of Illinois or Oklahoma, where Trinity
maintains offices; or the law of the situs of the collateral. All
actions with respect to this Agreement shall be maintained in
courts situated in the States of Illinois or Oklahoma, in
Trinity's sole discretion. TRINITY AND CLIENT EACH HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY.
Client warrants and represents to Trinity that Client has read
this agreement in its entirety prior to signing and that prior to
signing this agreement, all blanks were filled in (except
Trinity's acceptance) and all alterations of this form agreement
were initialed by Client.
In Witness Whereof, Client and Trinity have caused this Agreement
to be duly executed by their respective officers "hereunto duly
authorized, all as of the day and year first above written.
Client: Applied Intelligence Group, Inc., an Oklahoma Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its Chairman of the Board, President and Chief
Executive Officer and as Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:▇▇▇▇▇▇ ▇. B ▇▇▇▇▇, its Vice President
and as Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:▇▇▇▇▇ ▇▇▇▇▇, its Vice President
ijob, Inc., an Oklahoma corporation (Tax ID Number ▇▇▇▇▇▇▇▇▇) as
Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:President
Accepted this 18th day of March, 1998
Trinity Capital, Inc. (as Secured Party)
By: /s/ ▇▇▇▇▇▇▇ ▇. Hatamyar
Name:▇▇▇▇▇▇▇ ▇. Hatamyar, President