EXHIBIT 10.1
LEAPNET, INC.
LINE OF CREDIT AGREEMENTS, DATED FEBRUARY 24, 1999,
BETWEEN THE COMPANY (E.G. FORMERLY, THE LEAP GROUP, INC.)
AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
American National Bank
and Trust Company of Chicago
PROMISSORY NOTE (SECURED)
$10,000,000.00
Chicago, Illinois February 24, 1999
Due February 24, 2000
FOR VALUE RECEIVED, the undersigned (jointly and severally if more than one)
("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO ("Bank"), at its principal place of business in Chicago,
Illinois or such other place as Bank may designate from time to time hereafter,
the principal sum of TEN MILLION AND NO/100 DOLLARS, or such lesser principal
sum as may then be owed by Borrower to Bank hereunder, which sum shall be due
and payable on February 24, 2000. Notwithstanding the foregoing, the bank's
obligation to lend is limited to 100% of the value of the Collateral (as defined
herein) as defined by Bank.
Borrower's obligations and liabilities to Bank under this Note, and all other
obligations and liabilities of Borrower to Bank (including without limitation
all debts, claims and indebtedness) whether primary, secondary, direct,
contingent, fixed or otherwise, including those evidenced in rate hedging
agreements designed to protect the Borrower from the fluctuation of interest
rates, heretofore, now and/or from time to time hereafter owing, due or payable,
however evidenced, created, incurred, acquired or owing and however arising,
whether under this Note, any agreement, instrument or document heretofore, now
or from time to time hereafter executed and delivered to Bank by or on behalf of
Borrower, or by oral agreement or operation of law or otherwise shall be defined
and referred to herein as "Borrower's Liabilities."
The unpaid principal balance of Borrower's Liabilities due hereunder shall
bear interest from the date of disbursement until paid, computed at a daily rate
equal to the daily rate equivalent of one hundred fifty (150) basis points per
annum (computed on the basis of a 360-day year and actual days elapsed) in
excess of the highest rate of interest then charged of any Certificates of
Deposit pledged to support the loan (the "CD Rate") pursuant to that Continuing
Pledge Agreement of even date herewith executed by Borrower ("Continuing Pledge
Agreement"); provided, however, that in the event that any of Borrower's
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Liabilities are not paid when due, the unpaid amount of Borrower's Liabilities
shall bear interest after the due date until paid at a rate equal to the sum of
the rate that would otherwise be in effect plus 3%.
Accrued interest shall be payable by Borrower to Bank on the same day of each
month, and at maturity, commencing with the LAST day of MARCH, 1999, or as
billed by Bank to Borrower, at Bank's principal place of business, or at such
other place as Bank may designate from time to time hereafter. After maturity,
accrued interest on all of Borrower's Liabilities shall be payable on demand.
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Borrower warrants and represents to Bank that Borrower shall use the proceeds
represented by this Note solely for proper business purposes and consistently
with all applicable laws and statutes.
To secure the prompt payment to Bank of Borrower's Liabilities and the prompt,
full and faithful performance by Borrower of all of the provisions to be kept,
observed or performed by Borrower under this Note and/or any other agreement,
instrument or document heretofore, now and/or from time to time hereafter
delivered by or on behalf of Borrower to Bank, Borrower grants to Bank a
security interest in and to the following property: (a) all of Borrower's now
existing and/or owned and hereafter arising or acquired monies, reserves,
deposits, deposit accounts and interest or dividends thereon, securities, cash,
cash equivalents and other property now or at any time or times hereafter in the
possession or under the control of Bank or its bailee for any purpose; (b) any
and all right title and interest in investment property held in American
National Bank of Chicago Safekeeping Account, in the name of The Leap Group,
Inc., a Delaware corporation, pursuant to Continuing Pledge Agreement of even
date herewith, as amended from time to time, by and between Borrower and Bank;
and (c) all substitutions, renewals, improvements, accessions or additions
thereto, replacements, offspring, rents, issues, profits, returns, products and
proceeds thereof, including without limitation proceeds of insurance policies
insuring the foregoing collateral (all of the foregoing property is referred to
herein individually and collectively as "Collateral").
Regardless of the adequacy of the Collateral, any deposits or other sums at
any time credited by or payable or due from Bank to Borrower, or any monies,
cash, cash equivalents, securities, instruments, documents or other assets of
Borrower in the possession or control of Bank or its bailee for any purpose, may
be reduced to cash and applied by Bank to or setoff by Bank against Borrower's
Liabilities.
Borrower agrees to deliver to Bank immediately upon Bank's demand, such
additional collateral as Bank may request from time to time should the value of
the Collateral (in Bank's sole and exclusive opinion) decline, deteriorate,
depreciate or become impaired, or should Bank deem itself insecure for any
reason whatsoever, including without limitation a change in the financial
condition of Borrower or any party liable with respect to Borrower's
Liabilities, and does hereby grant to Bank a continuing security interest in
such other collateral, which shall be deemed to be a part of the Collateral.
Borrower shall execute and deliver to Bank, at any time upon Bank's demand, all
agreements, instruments, documents and other written matter that Bank may
request, in form and substance acceptable to Bank, to perfect and maintain
perfected Bank's security interest in the Collateral or any additional
collateral. Borrower agrees that a carbon, photographic or photostatic copy, or
other reproduction, of this Note or of any financing statement, shall be
sufficient as a financing statement.
Bank may take, and Borrower hereby waives notice of, any action from time to
time that Bank may deem necessary or appropriate to maintain or protect the
Collateral, and Bank's security interest therein, and in particular Bank may at
any time (i) transfer the whole or any part of the Collateral into the name of
the Bank or its nominee, (ii) collect any amounts due on Collateral directly
from persons obligated thereon, (iii) take control of any proceeds and products
of Collateral, and/or (iv) xxx or make any compromise or settlement with respect
to any Collateral. Borrower hereby releases Bank from any and all causes of
action or claims which Borrower may now or hereafter have for any asserted loss
or damage to Borrower claimed to be caused by or arising from: (a) Bank's taking
any action permitted by this paragraph; (b) any failure of Bank to protect,
enforce or collect in whole or in part any of the Collateral; and/or (c) any
other act or omission to act on the part of Bank, its officers, agents or
employees, except for willful misconduct.
The occurrence of any one of the following events shall constitute a default
by the Borrower ("Event of Default") under this Note: (a) if Borrower fails to
pay any of Borrower's Liabilities when due and payable or declared due and
payable (whether by scheduled maturity, required payment, acceleration, demand
or otherwise); (b) if Borrower or any guarantor of any of Borrower's Liabilities
fails or neglects to perform, keep or observe any term, provision, condition,
covenant, warranty or representation contained in this Note; (c) occurrence of a
default or event of default under any agreement, instrument or document
heretofore, now or at any time hereafter delivered by or on behalf of Borrower
to Bank; (d) occurrence of a default or an event of default under any agreement,
instrument or document heretofore, now or at any time hereafter delivered to
Bank by any guarantor of Borrower's Liabilities or by any person or entity which
has granted to Bank a security interest or lien in and to some or all of such
person's or entity's real or personal property to secure the payment of
Borrower's Liabilities; (e) if the Collateral or any other of Borrower's assets
are attached, seized, subjected to a writ, or are levied upon or become subject
to any lien or come
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within the possession of any receiver, trustee, custodian or assignee for the
benefit of creditors; (f) if a notice of lien, levy or assessment is filed of
record or given to Borrower with respect to all or any of Borrower's assets by
any federal, state or local department or agency; (g) if Borrower or any
guarantor of Borrower's Liabilities becomes insolvent or generally fails to pay
or admits in writing its inability to pay debts as they become due, if a
petition under Title 11 of the United States Code or any similar law or
regulation is filed by or against Borrower or any such guarantor, if Borrower or
any such guarantor shall make an assignment for the benefit of creditors, if any
case or proceeding is filed by or against Borrower or any such guarantor for its
dissolution or liquidation, or if Borrower or any such guarantor is enjoined,
restrained or in any way prevented by court order from conducting all or any
material part of its business affairs; (h) the death or incompetency of Borrower
or any guarantor of Borrower's Liabilities, or the appointment of a conservator
for all or any portion of Borrower's assets or the Collateral; (i) the
revocation, termination or cancellation of any guaranty of Borrower's
Liabilities without written consent of Bank; (j) if a contribution failure
occurs with respect to any pension plan maintained by Borrower or any
corporation, trade or business that is, along with Borrower, a member of a
controlled group of corporations or a controlled group of trades or businesses
(as described in Sections 414(b) and (c) of the Internal Revenue Code of 1986 or
Section 4001 of the Employee Retirement Income Security Act of 1974, as amended,
"ERISA") sufficient to give rise to a lien under Section 302(f) of ERISA; (k) if
Borrower or any guarantor of Borrower's Liabilities is in default in the payment
of any obligations, indebtedness or other liabilities to any third party and
such default is declared and is not cured within the time, if any, specified
therefor in any agreement governing the same; (l) if any material statement,
report or certificate made or delivered by Borrower, any of Borrower's partners,
officers, employees or agents or any guarantor of Borrower's Liabilities is not
true and correct; or (m) if Bank is reasonably insecure.
Upon the occurrence of an Event of Default, at Bank's option, without notice
by Bank to or demand by Bank of Borrower: (i) all of Borrower's Liabilities
shall be immediately due and payable; (ii) Bank may exercise any one or more of
the rights and remedies accruing to a secured party under the Uniform Commercial
Code of the relevant jurisdiction and any other applicable law upon default by a
debtor; (iii) Bank may enter, with or without process of law and without breach
of the peace, any premises where the Collateral is or may be located, and may
seize or remove the Collateral from said premises and/or remain upon said
premises and use the same for the purpose of collecting, preparing and disposing
of the Collateral; and/or (iv) Bank may sell or otherwise dispose of the
Collateral at public or private sale for cash or credit, provided, however, that
Borrower shall be credited with the net proceeds of any such sale only when the
same are actually received by Bank.
Upon an Event of Default, Borrower, immediately upon demand by Bank, shall
assemble the Collateral and make it available to Bank at a place or places to be
designated by Bank which is reasonably convenient to Bank and Borrower.
All of Bank's rights and remedies under this Note are cumulative and non-
exclusive. The acceptance by Bank of any partial payment made hereunder after
the time when any of Borrower's Liabilities become due and payable will not
establish a custom or waive any rights of Bank to enforce prompt payment hereof.
Bank's failure to require strict performance by Borrower of any provision of
this Note shall not waive, affect or diminish any right of Bank thereafter to
demand strict compliance and performance therewith. Any waiver of an Event of
Default hereunder shall not suspend, waive or affect any other Event of Default
hereunder. Borrower and every endorser waive presentment, demand and protest
and notice of presentment, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal of this Note, and hereby ratify and
confirm whatever Bank may do in this regard. Borrower further waives any and
all notice or demand to which Borrower might be entitled with respect to this
Note by virtue of any applicable statute or law (to the extent permitted by
law).
Borrower agrees to pay, immediately upon demand by Bank, any and all costs,
fees and expenses (including reasonable attorneys' fees, costs and expenses)
incurred by Bank (i) in enforcing any of Bank's rights hereunder, and (ii) in
representing Bank in any litigation, contest, suit or dispute, or to commence,
defend or intervene or to take any action with respect to any litigation,
contest, suit or dispute (whether instituted by Bank, Borrower or any other
person) in any way relating to this Note, Borrower's Liabilities or the
Collateral, and to the extent not paid the same shall become part of Borrower's
Liabilities.
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