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BUSINESS LOAN AGREEMENT

Loan Agreement

BUSINESS LOAN AGREEMENT | Document Parties: ICOP DIGITAL, INC | EQUITY BANK, NA You are currently viewing:
This Loan Agreement involves

ICOP DIGITAL, INC | EQUITY BANK, NA

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Title: BUSINESS LOAN AGREEMENT
Governing Law: Kansas     Date: 7/15/2008
Industry: Audio and Video Equipment     Sector: Consumer Cyclical

BUSINESS LOAN AGREEMENT, Parties: icop digital  inc , equity bank  na
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Exhibit 10.15

 

BUSINESS LOAN AGREEMENT    EQUITY BANK, NA
   7701 E KELLOGG
   Wichita, Kansas 67207
   (316)612-6000

 

LOAN NUMBER

  

AGREEMENT DATE

  

AGREEMENT/ACCOUNT NUMBER

700084770    January 9, 2008    700084770

 

BORROWER INFORMATION   
ICOP Digital, Inc.    Type of Business Entity: Corporation
16801 W. 116TH ST.    State of Organization/Formation: Kansas
Lenexa, KS 66219   

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:

 

   

Loan number 700084770 with a principal amount of $3,500,000.00

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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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. !

Default on Unrelated Debt. If Borrower materia


 
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