Comprehensive Reports on TSIG - Exhibit 5B:
Revolving Credit Loan Agreement (between Gordon and TSIG)
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Due to length limitations the rest of this agreement can be found in the 10-Q (5/20/98):
sec.gov
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REVOLVING CREDIT LOAN AGREEMENT
THIS REVOLVING CREDIT LOAN AGREEMENT (the "Agreement"), is made this 23rd day of April, 1998, by and between TeleServices International Group Inc.(the "Borrower"), and Robert P. Gordon ("Lender").
WHEREAS, Borrower is desirous of borrowing sums from time to time up toan aggregate amount of Five Million Dollars ($5,000,000) from Lender in the form of a revolving line of credit;
WHEREAS, Lender is willing to provide the above-described loans to Borrower on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties agree as follows:
1. Terms of Revolving Credit. Subject to the terms and conditions of this Agreement, Lender hereby agrees to establish a revolving credit facility (hereinafter, the "Revolving Credit") in the maximum amount of Five Million Dollars ($5,000,000) in favor of Borrower on the following terms and conditions:
a. The term of the Revolving Credit shall begin on the date hereof and shall end on April 22, 1999, unless accelerated pursuant to Section 5 hereinbelow (the "Repayment Date").
b. Concurrently herewith, Borrower shall execute a Revolving Credit Master Note in favor of Lender in the face amount of Five Million Dollars ($5,000,000) (the "Note"), payable on or before the Repayment Date, in the form attached hereto as Exhibit A and incorporated by reference herein.
c. Advances under the Revolving Credit may be made, at the discretion of Lender in accordance with the terms of this Agreement, at any time prior to the Repayment Date upon receipt by Lender of oral or written request therefor from Borrower; at no time shall the aggregate obligation of Borrower to Lender exceed One Million U.S. Dollars (US$1,000,000). Borrower may at any time prior to the Repayment Date repay all or any part of said loans under the Revolving Credit and subsequently receive further advances, consistent with the terms and conditions hereof.
d. Principal amounts due under the Revolving Credit shall bear interest and shall be payable in accordance with the terms of the Note.
e. Borrower may prepay under the Note at any time in any amount without premium or penalty.
f. Amounts borrowed under the Revolving Credit shall be used for the purposes specified in Section 9.a(2) of this Agreement.
2. Fees and Expenses. Borrower agrees to reimburse Lender for all out-of-pocket costs and expenses incurred by Lender in connection with this Agreement and the making, protection, enforcement and collection of all amounts
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REVOLVING CREDIT LOAN AGREEMENT Page 1 of 7
advanced under the Revolving Credit. These costs are to include all costs and expenses incurred in enforcing the rights of Lender under this Agreement whether or not upon the occurrence of any Event of Default (hereinafter defined).
3. Promises to Pay. Borrower promises to pay to Lender when due, whether by normal maturity, acceleration or otherwise, the entire outstanding principal amount of the Revolving Credit, together with interest, and all other amounts payable by Borrower to Lender hereunder, including costs of collection.
4. Repayment of Principal and Interest in Common Stock of Borrower at Option of Lender. Lender shall have the right to demand payment from Borrower of all principal and interest due and payable hereunder and under the Note, in whole or in part, in the form of restricted shares of Common Stock of the
Borrower. The number of shares of Common Stock of the Borrower that would be issued to Lender in payment of any amount due to Lender would be determined by totaling all principal and interest due (the "Amount Due") as of the date that payment is due and demand for payment may be made under this Agreement (the
"Demand Date") and dividing the Amount Due by fifteen cents ($.15). Lender would be required to execute such other documents and make such other representations and warranties as may be required for Borrower to issue the securities to
Lender; and Borrower would not be required to issue shares of Common Stock if doing so, in the opinion of Borrower's legal counsel, would result in any violations of applicable securities laws. Any shares of Common Stock of Borrower that may be issued shall be restricted and all certificates shall bear a
standard "Rule 144" restrictive legend.
5. Events of Default; Acceleration. Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and payable upon the occurrence of any of the following events of default (each of which shall be hereinafter referred to
as an "Event of Default"): (a) default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) if any representation or warranty by Borrower hereunder is not complete or accurate at any time that any advances are outstanding hereunder; (c) failure of Borrower
after request by Lender to permit the inspection of books or records of Borrower; (d) issuance of any injunction or of an attachment or judgment against any property of Borrower that is not discharged within thirty (30) days after issuance; (e) the insolvency of Borrower, or the filing of any bankruptcy,
reorganization, debt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for sixty (60) days after the
date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to the appointment of a receiver, liquidator, assignee, trustee, custodian or similar official for Borrower or any of its property, or the making
by Borrower of any assignment for the benefit of creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; (f) a change in the condition or affairs (financial or otherwise) of Borrower that in the opinion of the Lender increases Lender's risk in connection with the Revolving Credit or impairs the prospect of timely payment of the
Revolving Credit; (g) default in the performance of any obligation, covenant or agreement contained or referred to herein or in the Note; or (h) failure of a "Condition of Lending" described hereinafter in Section 7. For purposes of the Section 5, an Event of Default by any subsidiary of Borrower shall be deemed an
Event of Default by Borrower...................... (rest can be found in the 10-Q) |
