SECURED CREDIT LINE AGREEMENT
Exhibit
3.3
AGREEMENT
made as
of the 15th day of July 2005 by and between Mercury Internet Corporation
(“Borrower” or the “Company”), a Nevada corporation with an office address of
Address c/o Corinthian Holdings, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
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▇▇▇▇▇ and Corinthian Holdings, LLC (“Lender”) with an address of ▇▇
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▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ .
WITNESSETH
WHEREAS,
Borrower desires to borrow $1,500,000.00 for the specific purpose of
acquisitions within the Search Engine Industry.
WHEREAS,
Lender
desires to lend up to a maximum of $1,500,000.00 for the specified purpose
of.
acquiring Search Engine and Related Search Optimization Technology.
NOW,
THEREFORE, the parties hereto, in exchange for the mutual covenants herein
contained and intending to be legally bound hereby agree as
follows:
1.
Payment
Terms.
Upon
the date hereof, Borrower agrees to execute a Secured Revolving Credit Grid
Promissory Note and a Credit Line Mortgage and Security Agreement in the amount
of $1,500,000.00 upon closing. The note shall be payable on the
maturity.
2.
Payment
Amount.
The
aggregate payment amount price payable to Lender by Borrower for the loan is
the
actual amount drawn down up to a maximum of One Million Five Hundred Thousand
and 00/100 DOLLARS ($1,500,000.00) plus interest.
3.
Note.
The
note for $1,500,000.00 shall be for a term of twenty-four (24) months payable
upon maturity. The note may be pre-paid at any time without
penalty.
4.
Use
of Proceeds.
The
funds drawn down are specifically allocated and exclusively to be used for
the
acquisition of Search Engine Technology Companies and related technology
companies. Any other use is a breach of the Agreements and would constitute
an
element of default
5.
The
Closing.
The
closing of the transaction contemplated hereby shall take place at the Company.
At the closing, the parties shall execute and deliver such documents and
otherwise cause effectuation of this Agreement.
6.
Due
Diligence and Special Powers.
Prior
to any drawdown of the Credit Facility, the Company must submit a Due Diligence
package detailing the proposed acquisition including audited financials of
the
prospective acquisition target. In addition, the Company must include a Board
Resolution reflecting unanimity of management and directors with respect to
the
proposed acquisition. The Lender shall use its best efforts to for a timely
review of the Due Diligence package but still may not approve a drawdown of
the
Credit Line.
7.
Survival
of Representations and Warranties.
All
representations and Warranties made by Seller and Purchaser hereunder shall
survive the Closing of the transaction herein contemplated and the timely
payment and retirement of the note.
8.
Further
Assurances.
The
parties hereto agree from time to time as may be reasonably required, to
execute, verify, acknowledge and deliver Such documents, and each party agrees
to take Such other action, as may be reasonably necessary or appropriate to
carry Out and effectuate the transactions provided for herein.
9.
Binding
Effect; Benefit.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and to their respective Successors, assigns, heirs, distributees and
legal representatives.
10
.Arbitration.
Any
dispute or controversy arising out of or in connection with this Agreement,
including any alleged breach hereof, shall be settled and determined exclusively
by an arbitration held in New York County, New York, conducted in accordance
with the rules of the American Arbitration Association then obtaining. Any
award
or decision rendered therein shall be in writing and shall be binding upon
the
parties hereto, with the legal fees of the Successful party to be borne by
the
unsuccessful party, or otherwise as the arbitrators may determine fair and
reasonable. Such decision maybe entered in any Court of competent jurisdiction
thereover.
11.
Notices.
Notices
or other communications required or permitted under this Agreement shall be
in
writing directed as follows:
If
to
Borrower:
Mercury
Internet Corporation
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▇▇▇▇,
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Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
If
to
Lender:
Corinthian
Holdings, LLC
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▇▇▇▇▇
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▇▇▇▇,
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Attn:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
The
parties may designate by notice to each other complying with the requirements
of
this Section any new address for the purposes of this Agreement. Unless
otherwise specified in this Agreement, all notices shall be effective when
received by Registered or Certified Mail, return receipt requested, addressed
in
the manner set forth herein or when delivered by overnight courier service
(Such
as Federal Express or Airborne) or by messenger. Any notice required or
permitted hereunder may be sent or given by an attorney on behalf of his or
her
client.
12.
Governing
Law; Consent to Jurisdiction. Subject
to the terms of the Section above, this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its conflicts of laws principles. Purchaser
irrevocably and unconditionally (a) agrees that any suit, action or other legal
proceeding (subject to the arbitration provisions of Section 10 above) may
be
brought in the Courts of record of the State of New York, situated in New York
County, or in the Courts of the United States, Southern District of New York;
(b) agrees that Such courts shall have personal jurisdiction over each of the
signatories hereto in Such Suit, action or other legal proceeding (to the extent
permitted hereunder); and (c) waives any objection that he may have to the
laying of venue of any such Suit, action or proceeding in any Of such courts,
and agrees to waive any claim that any of such courts constitutes a forum non
conveniens.
Each
of
the parties hereto agrees that in the event of any litigation or arbitration
arising herefrom or in connection herewith, service of any process therein
may
be duly effected by sending the same, properly addressed, postage prepaid,
sent
via certified or registered United States Mail, return receipt requested, to
the
intended recipient at his, her or its address for receipt of notices in
accordance with Section 12 above, along with Such Copies thereof as may be
required by Such Section 12.
13.
Severability
. In the
event that any provision of this Agreement, or the application thereof to am,
person, entity or circumstance, shall be determined to be invalid or
unenforceable, the remaining provisions of this Agreement or tile application
Of
Such provision to persons, entities or circumstances other than those to which
its application is deemed invalid or unenforceable, shall remain in full force
and effect in accordance with the terms hereof.
14.
Amendment;
Modification and Waiver.
This
Agreement shall neither be amended nor modified in any respect, and none of
the
provisions hereof shall be waived, except by an instrument in writing signed
by
the parties hereto, making reference to this Agreement and setting forth tile
agreed amendment, modification or waiver. In the event of a waiver, though,
such
writing need on]\, be executed by the party against whom enforcement of such
waiver is sought.
15.
Complete
Agreement. This
Agreement represents the complete agreement and understanding of the parties
hereto with respect to the subject matter hereof, merging and superseding any
prior or contemporaneous discussions, understandings or agreements that they
may
have had, unless expressly herein set forth.
16.
Section Headings.
Section
headings have been inserted herein solely for convenience of reference and
do
not form a substantive part of this Agreement, nor shall they be accorded any
weight in the interpretation hereof.
17.
Counterparts.
This
Payment Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of such counterparts taken together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement, as of the date
and year first above written.
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Mercury
Internet Corporation
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/s/
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, President
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Corinthian
Holdings, LLC,
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/s/
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President |