Credit Agreement (2015)Full Document 

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"Taxes": any amounts paid by a Person to any Governmental Authority or accrued and which would be classified as taxes in accordance with GAAP (including, without limitation, deferred Taxes).


"Transferee": as defined in subsection 10.7(d).


"UCC": the Uniform Commercial Code as from time to time in effect in the State of New York.


1.2.

Other Definitional Provisions.


(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the Note or any certificate or other document made or delivered pursuant hereto.


As used herein and in the Note, and any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Borrower not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP.


(b) The words "hereof ', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.


(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


ARTICLE II- THE LOAN


2.1

The Loan.


(a) Subject to the terms and conditions hereof, the Lender hereby agrees on the Closing Date to make a term loan to the Borrower in an amount of up to $1,500,000.00.


(b) Interest will accrue and be paid in accordance with ARTICLE III hereof.


(c) If not repaid sooner, all interest, principal and any other amounts outstanding under this Agreement shall be repaid in full on the Maturity Date.


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(d) Initially, the Maturity Date shall be May 1, 2016. The Maturity Date may be extended, at Borrower's option exercised by written notice provided on or before May 1, 2016, for an additional six (6) months to November 1, 2016, provided that, (i) on the Maturity Date (prior to giving effect to such extension) there exists no uncured Event of Default under the Loan; and (ii) the Borrower has paid to the Lender an extension fee in the amount of one percent (1.00%) of the then principal balance of the Loan.


ARTICLE III - INTEREST AND PRINCIPAL


3.1

Interest.


(a) Interest shall be computed as set forth in Section 3.4.


(b) Interest only at the Applicable Rate on the unpaid outstanding principal balance of the Loan shall be payable in arrears on the first Business Day of each calendar month after the date hereof up to and including the Maturity Date in the amount of all interest accrued during the immediately preceding calendar month. All payments on account of the Loan shall be made on the day when due in lawful money of the United States and shall be first applied to late charges, costs of collection or enforcement and other similar amounts due, if any, under the Note and any of the other Loan Documents, then to interest due and payable under the Note and the remainder to principal due and payable under the Note. All payments due under the Note are to be made at such place as Lender may, from time to time, in writing designate.


(c) The principal amount of the Note outstanding from time to time shall bear interest at the Applicable Rate until paid in full. Except as provided in Section 3.2, the term "Applicable Rate" shall mean twelve percent (12.00%) per annum.



3.2

Late Charges and Default Interest Rate.


(a)

(a) If (i) any payment under the Note or other Loan Documents are past due for ten (10) calendar days or more, or (ii) any other Event of Default occurs under the Note or other Loan Documents which is not cured within thirty (30) days after written notice thereof, then in such event the outstanding principal balance of the Loan shall bear interest during the period in which the Borrower is in default, or subsequent to the Maturity Date, at a rate of eighteen (18.00%) percent per annum, or, if such increased rate of interest may not be collected from the Borrower under applicable law, then at the maximum increased rate of interest, if any, which may be collected from the Borrower under applicable law ("Default Interest Rate"). If the Event of Default is capable of being cured but cannot be cured within thirty (30) days, interest shall not accrue at the Default Interest Rate if Borrower commences to cure the Event of Default within thirty (30) days and diligently and in good faith prosecutes the cure until completion.


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(b)

(b) In addition, a late charge ("Late Charge") of five percent (5.00%) of the amount of any monthly installment which is not paid on or within ten (10) days after the due date thereof shall be due and payable to Lender, without demand from Lender, to cover the extra expense involved in handling delinquent payments. Additionally, if the balloon principal payment due under the Note is not paid when due, Borrower should also be obligated to pay Lender a Late Charge on said balloon payment without demand from Lender and without allowance for any grace period. The acceptance of a Late Charge shall not constitute a waiver of any default then existing or thereafter arising under this Agreement. Further, Lender's failure to collect a Late Charge at any time shall not constitute a waiver of Lender's right thereafter, at any time and from time to time (including upon acceleration of the Note or upon payment in full of the Loan), to collect any such previously uncollected Late Charge or to collect any subsequently accruing Late Charge.

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