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Exhibit
10.15
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| BUSINESS
LOAN AGREEMENT |
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EQUITY
BANK, NA |
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7701 E
KELLOGG |
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Wichita, Kansas 67207 |
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(316)612-6000 |
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LOAN
NUMBER
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AGREEMENT
DATE
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AGREEMENT/ACCOUNT
NUMBER
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| 700084770 |
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January 9, 2008 |
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700084770 |
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| BORROWER
INFORMATION |
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| ICOP
Digital, Inc. |
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Type
of Business Entity: Corporation |
| 16801 W.
116TH ST. |
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State
of Organization/Formation: Kansas |
| Lenexa,
KS 66219 |
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AGREEMENT. This Business Loan
Agreement will be referred to in this document as the
“Agreement”. This Agreement is made by EQUITY BANK,
NA (Lender) and Borrower. The consideration is the promises,
representations, and warranties made in this Agreement and the
Related Documents.
DEFINITIONS. These definitions
are used in this Agreement.
“Collateral” means the Property that all
Obligors pledge, mortgage, or give Lender a security interest in,
regardless of where the Property is located and regardless of when
it was or will be acquired, together with all replacements,
substitutions, proceeds, and products of the Property.
“Events of
Default” means any of the events described in the
“Events of Default” section of this
Agreement.
“Financial
Statements” means the balance sheets, earnings
statements, and other financial information that Obligors have,
are, or will be giving to Lender.
“GAAP”
means generally accepted United States accounting principles,
consistently applied.
“Indebtedness” means the Loan and all other
loans and indebtedness of Borrower lo Lender, including but not
limited to Lender’s payments of insurance or taxes, all
amounts Lender pays to protect its interest in the Collateral,
overdrafts in deposit accounts with Lender, and all other
indebtedness, obligations, and liabilities of Borrower to Lender,
whether matured or unmatured, liquidated or unliquidated, direct or
indirect, absolute or contingent, joint or several, due or to
become due, now existing or hereafter arising.
“Loan”
means the loan or loans Lender makes to Borrower under the note or
notes dated the same date as this Agreement that Borrower gives to
Lender end all amendments, extensions, renewals, and
refinancing.
“Net
Worth” means Borrower’s total assets less
Borrower’s total liabilities (all determined in accordance
with GAAP).
“Obligor”
means any person having any obligation to Lender, whether for the
payment of money or otherwise, under this Agreement or under the
Related Documents, including but not limited to Guarantor and any
other guarantors of the Indebtedness.
“Parties”
means all Borrowers, Guarantors, and Non-Borrower Debtors signing
this Agreement.
“Party”
means any Borrower, Guarantor, and Non-Borrower Debtor signing this
Agreement.
“Property”
means the Parties’ assets, regardless of what kind of assets
they are.
“Related
Documents” means all documents, promissory notes,
security agreements, leases, mortgages, construction loan
agreements, assignments of leases and rents, guaranties, pledges,
and all other documents or agreements executed in connection with
this Agreement. The term includes both documents existing at the
time of execution of this Agreement and documents executed after
the date of this Agreement.
IDENTIFICATION OF INDEBTEDNESS.
The following loan and any amendments, extensions, renewals or
refinancing (the “Loans”) thereof is subject to this
Agreement:
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Loan number
700084770 with a principal amount of
$3,500,000.00
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BORROWER’S REPRESENTATIONS AND
WARRANTIES. Obligors represent and warrant to Lender the
accuracy of the description of Borrower, the nature of
Borrower’s business shown above, and the statements made in
this section. The representations and warranties will continue and
remain in effect until all of the Indebtedness is fully paid to
Lender and Obligors’ obligations are fully
performed.
Borrower’s Existence
and Authority. Borrower is duly formed and in good standing
under all laws governing Borrower and Borrower’s business,
and the person or persons executing this Agreement have the power
and authority to execute this Agreement and the Related Documents
and to bind Borrower to the obligation created in this Agreement
and the Related Documents.
Financial Information and
Filing. All Financial Statements provided to Lender have been
prepared and will continue to be prepared in accordance with
generally accepted accounting principles, consistently applied, and
fully and fairly present the financial condition of Obligors, and
there has been no material adverse change in Obligors’
business, Property, or condition, either financial or otherwise,
since the date of Obligors’ latest Financial Statements.
Obligors have filed all federal, state, and local tax returns and
other reports and filings required by law to be filed before the
date of this Agreement and have paid all
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| © 2004-2006 Copyright Compliance Systems, Inc. E4EE-3843 -
2006.10.139 |
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www.compliancesystems.com |
| Business Loan Agreement - DL4004 |
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Page 1 of 5 |
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800-968-8522 - Fax
616-956-1868 |
taxes, assessments, and other
charges that are due and payable prior to the date of this
Agreement. Obligors have made reasonable provision for these types
of payments that are accrued but not yet payable. Borrower does not
know of any deficiency or additional assessment not disclosed in
Borrower’s books and records.
Title and
Encumbrances. Obligors have good title to all of
Obligors’ assets. All encumbrances on any part of the
Property were disclosed to Lender in writing.
Compliance with General
Law. Borrower is in compliance with and will conduct its
business and use its assets in compliance with all laws,
regulations, ordinances, directives, and orders of any level of
governmental authority that has jurisdiction over Borrower,
Borrower’s business, or Borrower’s assets.
Environmental
Compliance. Obligors are in compliance with all applicable laws
and rules of federal, state, and local authorities affecting the
environment, as all have been or are amended.
No Litigation/No
Misrepresentations. There are no existing or pending suits or
proceedings before any court, government agency, arbitration panel,
administrative tribunal, or other body, or threatened against
Borrower that may result in any material adverse change in
Borrower’s business, property, or financial condition, and
all representations and warranties in this Agreement and the Loan
Documents are true and correct and no material fact has been
omitied.
COVENANTS. On the date of this
Agreement and continuing until the Indebtedness is repaid and
Borrower’s obligations are fully performed, Borrower
covenants as follows.
Net Worth. Borrower
shall maintain a minimum Net Worth of $7,500,000.00 as of
the end of each calendar month.
Other Information.
From the date hereof until the Indebtedness is fully repaid and all
of Obligors’ obligations are fully performed and satisfied,
the Parties cited below agree, unless otherwise consented to in
writing by the Lender, they will submit the following:
ICOP Digital, Inc.
audited Annual Statements within 120 days after the end of
each calendar year in form acceptable to Lender.
ICOP Digital, Inc.
Unaudited Financial Statements within 30 days after
the end of each calendar month in form acceptable to
Lender.
ICOP Digital, Inc.
Unaudited BORROWING BASE within 30 days after
the end of each calendar month in form acceptable to
Lender.
EVENTS OF DEFAULT. The occurrence
of any of the following events will be an Event of
Default.
Noncompliance with Lender
Agreements. Default by Borrower under any provision of this
Agreement, the Related Documents, or any other agreement with
Lender.
False Statements. If
an Obligor made or makes a false or misleading misrepresentation in
the Related Documents, in any supporting material submitted to
Lender or to third parties providing reports to Lender, or in
Financial Statements given or to be given to Lender.
Material Adverse
Change. Any material adverse change in the Borrower’s
business, financial condition, or the Property has occurred or is
imminent; if the full performance of the obligations of any Obligor
is materially impaired; or if the Collateral and its value or
Lender’s rights with respect thereto are materially impaired
in any way. The existence or reasonable likelihood of litigation,
governmental proceeding, default, or other event that may
materially and adversely affect an Obligor’s business,
financial condition, or the Properly.
Insolvency or
Liquidation. An Obligor voluntarily suspends transaction of its
business or does not generally pay debts as they mature. If an
Obligor has or will make a general assignment for the benefit of
creditors or will file, or have filed against it, any petition
under federal bankruptcy law or under any other state or federal
law providing for the relief of debtors if the resulting proceeding
is not discharged within thirty days after filing. If a receiver,
trustee, or custodian is or will be appointed for an Obligor.
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Default on Unrelated
Debt. If Borrower materia
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