Exhibit 10.44
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is executed and
entered into as
of the 15th day of March, 2006 (the "Effective Date"), by and between Tate
Investments, LLC, a
Wisconsin limited liability company ("Lender"), whose
address is 3252 N. Lake Drive, Milwaukee, WI 53211, and MedSolutions,
Inc., a
Texas corporation, on behalf of itself and its subsidiaries
(MedSolutions,
Inc.
and its subsidiaries
collectively referred to as "Borrower"), whose address is
12750 Merit Drive, Park Central VII, Suite 770, Dallas, Texas
75251.
PRELIMINARY STATEMENTS
A. Lender has
offered to make a loan to Borrower in the aggregate
amount of up to
$500,000.00 (the
"Loan"), which Loan will be secured by a
first-priority lien on
certain equipment,
and the Accounts of
the Borrower as
set forth in the Security Agreements (as defined below); and
B. Lender is willing to make the Loan to Borrower subject to the
terms
and conditions stated in this Agreement.
NOW, THEREFORE, for
and in consideration of Lender's agreement to make
the Loan to Borrower and the mutual covenants contained herein and other good
and valuable
consideration,
the receipt and legal sufficiency of which are
hereby acknowledged by
the parties hereto,
Borrower and Lender hereby agree as
follows:
1. Commitment of Lender. Upon Borrower's compliance with all
conditions
set forth in Section 3 of this Agreement, Lender will advance and disburse
the
Loan to Borrower. The Loan shall be repaid and is secured according
to the terms
of the Note (as defined below) and the Security Agreements. Once
fully advanced,
no payment or prepayment of principal shall entitle Borrower to any additional
advances.
2. Loan Documents.
Borrower agrees to
execute or cause to be executed
contemporaneously
herewith or
immediately
hereafter all of the following
documents:
(a) the Convertible Secured Promissory Note in the form attached
hereto
as Exhibit A (the "Note");
(b) the Security
Agreement in the form
attached hereto as Exhibit B
(such Security
Agreement and the General Business Security Agreement
dated as of July 15, 2005 between Lender and Borrower are
collectively
referred to as the "Security Agreements"); and
(c) Such other documents, certificates, affidavits and agreements that
Lender may reasonably require prior to advancing proceeds of the
Loan.
All of the foregoing and such other agreements, documents and
instruments now or
hereafter evidencing,
governing,
or securing any
portion of the
indebtedness
evidenced by the
Note or the
performance
and discharge of the obligations
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related hereto or
thereto, together with
any and all renewals,
modifications,
amendments, restatements,
increases,
consolidations,
substitutions,
replacements,
extensions and supplements hereof or thereof, are collectively
referred to herein as the "Loan Documents."
3. Conditions
to Closing.
The obligation of the Lender to close
the
Loan and to make each
advance of the
proceeds of the Loan
shall be subject to
the prior or simultaneous occurrence or satisfaction of the following
conditions:
(a) Borrower shall
have duly executed and
delivered to Lender each of
the Loan Documents and provided Lender with evidence that all
necessary
action on the part of
Borrower has been
taken with respect to the
execution and delivery of this Agreement and the Loan Documents and
the
consummation of the transactions contemplated hereby and thereby, so
that the Loan Documents, and each of them, shall be valid and binding
upon Borrower;
(b) The
representations and
warranties of the
Borrower contained
in
Section 4 hereof, in the Loan Documents shall be true and correct
as of
the date of each such advance;
(c) With respect to each advance of the proceeds of the
Loan, receipt
by the Lender from the Borrower of a written request therefor
accompanied by documentation reflecting the use of proceeds
thereof to
the reasonable satisfaction of the Lender; provided, however, that the
Lender hereby
agrees that the use of
proceeds of the Loan to purchase
equipment relating to
the Borrower's and its
affiliates'
businesses
shall be deemed satisfactory;
(d) On the date of each advance, the Borrower shall have complied,
and
be in compliance, with
all of the covenants of the Borrower contained
in the Loan Documents and in the Transaction Documents;
(e) There shall be no
continuing
Event of Default (as
defined in the
Loan Documents
or in the "Transaction Documents", as that term is
defined in the Loan Documents); and
(f) The Borrower shall have reimbursed Lender for the reasonable
costs
and expenses incurred
by Lender in
connection with the
preparation,
execution and
delivery of the Loan Documents and the transactions
contemplated thereby,
including the
reasonable fees and disbursements
of Davis & Kuelthau, s.c.; provided, however, that such
reimbursement
shall not exceed Four Thousand Dollars ($4,000.00).
4. Representations and Warranties of the Borrower. To induce the
Lender
to enter into this
Agreement and to consummate the transactions contemplated
hereby, the Borrower hereby makes the following representations and warranties
to the Lender on and as of the Effective Date:
(a) Authority. The
Borrower has full legal power to execute, deliver,
and perform this Agreement and the Loan Documents. This Agreement and
the Loan Documents
represent valid and binding obligations of the
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Borrower enforceable
against the
Borrower in
accordance
with their
respective
terms, except
as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and similar laws
affecting the
enforcement of
creditors'
rights generally and the application of
general principles of equity and judicial discretion;
(b) No Violation. The consummation of the transactions contemplated by
this Agreement and the
Loan Documents will not be in conflict with, or
result in a breach
of, any term, condition, or provision of, or
constitute a default under, any indenture, mortgage, deed of trust, or
other material
agreement or instrument to which the Borrower is a
party, and will not
constitute an event that with the lapse of time or
action by a third
party could result in
any default under any
of the
foregoing;
(c) No Event of Default has occurred under the Transaction Documents;
and
(d) The Borrower
has complied with and is in compliance with all
covenants of the Borrower in the Transaction Documents.
5. Remedies. Upon the
occurrence of an Event of Default (as defined in
the Loan Documents or
Transaction
Documents,
Lender shall have the
immediate
right, at the sole
discretion of Lender
without notice or demand and without
prejudice to any other
right of Lender,
to: (i) declare the entire unpaid
balance of the Note and all accrued but unpaid interest and any amounts
payable
by Borrower to Lender under the Transaction Documents at once immediately due
and payable (and the same shall be at once immediately due and payable and the
same may be collected
forthwith),
(ii) foreclose and enforce all liens and
security interests securing payment thereof, and (iii) exercise any of
Lender's
other rights, powers,
recourses and remedies
under the Note, any of
the other
Loan Documents
or any of the
Transaction
Do
