EXHIBIT 10.9
REVOLVING LINE OF CREDIT AGREEMENT
This Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered
into in this 15th day of January 2007, by and between Seamless Wi-Fi, Inc., a
Nevada corporation ("LENDER"), and DLR Funding, Inc., a Nevada corporation
("BORROWER").
In consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
1. LINE OF CREDIT. Lender hereby establishes for a period extending to January
14, 2010 (the "MATURITY DATE") a revolving line of credit (the "CREDIT LINE")
for Borrower in the principal amount of Seven Hundred Thousand Dollars
($700,000.00) (the "CREDIT LIMIT"). In connection herewith, Borrower shall
execute and deliver to Lender a Promissory Note in the amount of the Credit
Limit and in form and content satisfactory to Lender. All sums advanced on the
Credit Line or pursuant to the terms of this Agreement (each an "ADVANCE") shall
become part of the principal of said Promissory Note.
2. ADVANCES. Any request for an Advance may be made from time to time and in
such amounts as Borrower may choose; provided, however, any requested Advance
will not, when added to the outstanding principal balance of all previous
Advances, exceed the Credit Limit. Requests for Advances may be made orally or
in writing by such officer of Borrower authorized by it to request such
Advances. Until Lender may be notified otherwise, Borrower hereby authorizes its
President, ▇▇▇▇▇▇ ▇. SOCK, and its Chief Financial Officer, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
individually, to request Advances. Lender may deposit or credit the amount of
any requested Advance to Borrower's checking account. Lender may refuse to make
any requested Advance if an Event of Default has occurred and is continuing
hereunder either at the time the request is given or the date the Advance is to
be made, or if an event has occurred or condition exists which, with the giving
of notice or passing of time or both, would constitute an Event of Default
hereunder as of such dates.
The funds from the Advances will be used by the Borrower for general corporate
purposes in connection with the operations of the Borrower.
3. INTEREST. All sums advanced pursuant to this Agreement shall bear interest
from the date each Advance is made until paid in full at the rate of twelve
percent (12%) per annum, simple interest (the "EFFECTIVE RATE").
4. REPAYMENT. Borrower shall pay installments of principal and interest on the
outstanding principal balance as follows. Commencing on April 15, 2007 and on
July 15, 2007, and October 15, 2007, Borrower shall pay the outstanding interest
only that has accrued on the then outstanding principal balance as of the day
before the particular due dates just enumerated. Then quarterly thereafter,
until paid, or due, in full, with the quarterly payment amounts being three (3)
times the monthly payment that would be due based on a forty-eight (48) month
amortization ("Quarterly Payment") of the outstanding principal balance due on
the Agreement on each prior calendar quarter's last business day. The entire
unpaid principal balance, together with any accrued interest and other unpaid
charges or fees hereunder, shall be due and payable on the Maturity Date. All
payments shall be made to Lender at such place as Lender may, from time to time,
designate. All payments received hereunder shall be applied, first, to any costs
or expenses incurred by Lender in collecting such payment or to any other unpaid
charges or expenses due hereunder; second, to accrued interest; and third, to
principal. Borrower may prepay principal at any time without penalty.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this
Agreement and to make the advances provided for herein, Borrower represents and
warrants to Lender as follows:
a. Borrower is a duly organized, validly existing, and in good standing under
the laws of the State of NEVADA with the power to own its assets and to transact
business in NEVADA.
b. Borrower has the authority and power to execute and deliver any document
required hereunder and to perform any condition or obligation imposed under the
terms of such documents.
c. The execution, delivery and performance of this Agreement and each document
incident hereto will not violate any provision of any applicable law,
regulation, order, judgment, decree, article of incorporation, by-law,
indenture, contract, agreement, or other undertaking to which Borrower is a
party, or which purports to be binding on Borrower or its assets and will not
result in the creation or imposition of a lien on any of its assets.
d. There is no action, suit, investigation, or proceeding pending or, to the
knowledge of Borrower, threatened, against or affecting Borrower or any of its
assets which, if adversely determined, would have a material adverse affect on
the financial condition of Borrower or the operation of its business.
6. EVENTS OF DEFAULT. An event of default ("Event of Default") will occur if any
of the following events occurs:
a. Failure to pay any principal or interest hereunder within ten (10) days after
the same becomes due.
b. Any representation or warranty made by Borrower in this Agreement or in
connection with any borrowing or request for an Advance hereunder, or in any
certificate, financial statement, or other statement furnished by Borrower to
Lender is untrue in any material respect at the time when made.
c. Default by Borrower in the observance or performance of any other covenant or
agreement contained in this Agreement, other than a default constituting a
separate and distinct Event of Default under this Paragraph 6.
d. Filing by Borrower of a voluntary petition in bankruptcy seeking
reorganization, arrangement or readjustment of debts, or any other relief under
the Bankruptcy Code as amended or under any other insolvency act or law, state
or federal, now or hereafter existing.
e. Filing of an involuntary petition against Borrower in bankruptcy seeking
reorganization, arrangement or readjustment of debts, or any other relief under
the Bankruptcy Code as amended, or under any other insolvency act or law, state
or federal, now or hereafter existing, and the continuance thereof for sixty
(60) days and not dismissed, bonded, or discharged.
7. REMEDIES. Upon the occurrence of an Event of Default as defined above, Lender
may declare the entire unpaid principal balance, together with accrued interest
thereon, to be immediately due and payable without presentment, demand, protest,
or other notice of any kind. Lender may suspend or terminate any obligation it
may have hereunder to make additional Advances. To the extent permitted by law,
Borrower waives any rights to presentment, demand, protest, or notice of any
kind in connection with this Agreement. No failure or delay on the part of
Lender in exercising any right, power, or privilege hereunder will preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies provided herein are cumulative and not
exclusive of any other rights or remedies provided at law or in equity. Borrower
agrees to pay all costs of collection incurred due to the default, including
court costs and reasonable attorney's fees.
8. NOTICE. Any written notice will be deemed effective on the date such notice
is placed, first class, postage prepaid, in the United States mail, addressed to
the party to which notice is being given as follows:
Lender: Seamless Wi-Fi, Inc.
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Borrower: DLR Funding, Inc.
Attn.: ▇▇▇▇▇▇ ▇. SOCK, Esquire
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9. AFFIRMATIVE COVENANTS. During the term of this Agreement, the Borrower
covenants and agrees:
a) CORPORATE EXISTENCE AND AUTHORIZATIONS. The Borrower shall maintain in good
standing its corporate existence and its right to transact business in those
jurisdictions in which it is now or hereafter doing a material amount of
business, and the Borrower shall maintain all material licenses, permits and
registrations necessary for the conduct of its operations.
b) COMPLIANCE WITH LAWS. The Borrower shall comply with all material Laws
applicable to its business operations.
c) PAYMENT OF OBLIGATIONS. The Borrower shall promptly pay and discharge or
cause to be paid and discharged, as and when due (or as amended or extended by
the lender or creditor), any and all of its lawful debts and other obligations,
including all lawful taxes, rates, levies and assessments and all claims for
labor, materials or supplies; provided, however, that nothing herein contained
shall be construed as prohibiting the Borrower from diligently contesting in
good faith by appropriate proceedings the validity of any such debt or other
obligation, provided Borrower has established adequate reserves for such debt or
obligation on its books and records.
d) FINANCIAL INFORMATION. The Borrower will provide the Lender with copies of
its unaudited quarterly financial statements within 45 days of the end of each
calendar quarter ending during prior to the Maturity Date.
10. NEGATIVE COVENANTS. During the term of this Agreement, the Borrower
covenants and agrees that without the prior written consent of the Lender that:
a) DIVIDENDS. The Borrower shall not declare or pay dividends or other
distributions to its now existing, or new member(s), or other equity owners.
b) USE OF PROCEEDS. The Borrower will not use the proceeds of the Loan to be
used for any purpose other than that stated herein.
c) CONFLICTING AGREEMENTS. The Borrower will not enter into any agreement, any
term or condition of which would, if complied with by Borrower, result in an
Event of Default.
10. REMEDIES NOT EXCLUSIVE. The Lender shall be entitled to enforce payment and
performance of all obligations of the Borrower hereunder or under the Note and
to exercise all rights and powers hereunder or under the Note, or under any Law
and the pursuit of any remedy available to the Lender against the Borrower shall
not prejudice or in any manner affect the Lender's right to realize upon or
enforce any other remedy or security now or hereafter available to it in such
order and in such manner as the Lender may determine in its sole discretion. No
such right or remedy shall be exclusive, but each shall be cumulative and shall
be in addition to every other remedy provided herein or in any other agreement
or by Law and each such remedy may be exercised concurrently or independently.
Nothing in this Agreement shall be construed as prohibiting the Lender from
seeking a deficiency judgment against the Borrower.
11. GENERAL PROVISIONS. All representations and warranties made in this
Agreement and the Promissory Note and in any certificate delivered pursuant
thereto shall survive the execution and delivery of this Agreement and the
making of any loans hereunder. This Agreement will be binding upon and inure to
the benefit of Borrower and Lender, their respective successors and assigns,
except that Borrower may not assign or transfer its rights or delegate its
duties hereunder without the prior written consent of Lender. This Agreement,
the Promissory Note, and all documents and instruments associated herewith will
be governed by and construed and interpreted in accordance with the laws of the
State of Nevada. Time is of the essence hereof. This Agreement will be deemed to
express, embody, and supersede any previous understanding, agreements, or
commitments, whether written or oral, between the parties with respect to the
general subject matter hereof. This Agreement may not be amended or modified
except in writing signed by the parties.
EXECUTED on the day and year first written above.
Borrower: DLR Funding, Inc, By its President and CEO,
/s/ ▇▇▇▇▇▇ Sock
------------------------------
PRESIDENT AND CEO
Lender: Seamless Wi-Fi, Inc., By its Chief Executive Officer,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, CEO
PROMISSORY NOTE
$700,000.00 LAS VEGAS, NV JANUARY 15, 2007
This Promissory Note (the "NOTE") is made and executed as of the date above, by
and between DLR Funding, Inc., a Nevada corporation ("BORROWER"), and Seamless
Wi-Fi, Inc. a Nevada corporation ("LENDER"). By this Note, the Borrower promises
and agrees to pay to the order of Lender, at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as Lender may designate in
writing, the principal sum of Seven Hundred Thousand and 00/100 Dollars
($700,000.00), or the aggregate unpaid principal amount of all advances made by
Lender to Borrower pursuant to the terms of a Revolving Line of Credit Agreement
(the "LOAN AGREEMENT") of even date herewith, whichever is less, together with
interest thereon from the date each advance is made until paid in full, both
before and after judgment, at the rate of Twelve percent (12%)per annum, simple
interest.
Borrower shall pay installments of principal and interest on the outstanding
principal balance as follows. Commencing on April 15, 2007 and on July 15, 2007,
and October 15, 2007, Borrower shall pay the outstanding interest only that has
accrued on the then outstanding principal balance as of the day before the
particular due dates just enumerated. Then quarterly thereafter, until paid, or
due, in full, with the quarterly payment amounts being three (3) times the
monthly payment that would be due based on a forty-eight (48) month amortization
("Quarterly Payment") of the outstanding principal balance due on the Agreement
on each prior calendar quarter's last business day. The entire unpaid principal
balance, together with any accrued interest and other unpaid charges or fees
hereunder, shall be due and payable on the Maturity Date. All payments shall be
made to Lender at such place as Lender may, from time to time, designate. All
payments received hereunder shall be applied, first, to any costs or expenses
incurred by Lender in collecting such payment or to any other unpaid charges or
expenses due hereunder; second, to accrued interest; and third, to principal.
Borrower may prepay principal at any time without penalty.
The entire unpaid principal balance, together with any accrued interest and
other unpaid charges or fees hereunder, shall be due and payable on January 14,
2010 ("MATURITY DATE").
Prepayment in whole or part may occur at any time hereunder without penalty;
provided that the Lender shall be provided with not less than ten (10) days
notice of the Borrower's intent to pre-pay; and provided further that any such
partial prepayment shall not operate to postpone or suspend the obligation to
make, and shall not have the effect of altering the time for payment of the
remaining balance of the Note as provided for above, unless and until the entire
obligation is paid in full. All payments received hereunder shall be applied,
first, to any costs or expenses incurred by Lender in collecting such payment or
to any other unpaid charges or expenses due hereunder; second, to accrued
interest; and third, to principal.
An Event of Default will occur if any of the following events occurs:
(a) failure to pay any principal or interest hereunder within ten (10) days
after the same becomes due; (b) if any representation or warranty made by
Borrower in the Loan Agreement or in connection with any borrowing or request
for an advance thereunder, or in any certificate, financial statement, or other
statement furnished by Borrower to Lender is untrue in any material respect at
the time when made; (c) default by Borrower in the observance or performance of
any other covenant or agreement contained in the Loan Agreement, other than a
default constituting a separate and distinct Event of Default under Paragraph 7
of the Loan Agreement; (d) filing by Borrower of a voluntary petition in
bankruptcy seeking reorganization, arrangement or readjustment of debts, or any
other relief under the Bankruptcy Code as amended or under any other insolvency
act or law, state or federal, now or hereafter existing; or (e) filing of an
involuntary petition against Borrower in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or hereafter existing, and the continuance thereof for sixty (60) days that is
not dismissed, bonded, or discharged.
Any notice or demand to be given to the parties hereunder shall be deemed to
have been given to and received by them and shall be effective when personally
delivered or when deposited in the U.S. mail, certified or registered mail,
return receipt requested, postage prepaid, and addressed to the party at his or
its last known address, or at such other address as the one of the parties may
hereafter designate in writing to the other party.
The Borrower hereof waives presentment for payment, protest, demand, notice of
protest, notice of dishonor, and notice of nonpayment, and expressly agrees that
this Note, or any payment hereunder, may be extended from time to time by the
Lender without in any way affecting its liability hereunder.
In the event any payment under this Note is not made at the time and in the
manner required, the Borrower agrees to pay any and all costs and expenses which
may be incurred by the Lender hereof in connection with the enforcement of any
of its rights under this Note or under any such other instrument, including
court costs and reasonable attorneys' fees.
This Note shall be governed by, construed under, and enforced in accordance with
the laws of the State of Nevada.
THE BORROWER:
---------------------------------
DLR Funding, Inc.,
By its President and CEO,
