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AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT

Revolving Credit Agreement

AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT | Document Parties: Bank of America, N.A. | Integral Systems, Inc | Lumistar, Inc | Newpoint Technologies, Inc | Real Time Logic, Inc | SAT Corporation You are currently viewing:
This Revolving Credit Agreement involves

Bank of America, N.A. | Integral Systems, Inc | Lumistar, Inc | Newpoint Technologies, Inc | Real Time Logic, Inc | SAT Corporation

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Title: AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT
Governing Law: New York     Date: 12/12/2007
Industry: Computer Services     Law Firm: Gibson Dunn;Ballard Spahr     Sector: Technology

AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT, Parties: bank of america  n.a. , integral systems  inc , lumistar  inc , newpoint technologies  inc , real time logic  inc , sat corporation
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Exhibit 10.22

AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT

This Amended and Restated Revolving Line of Credit Loan Agreement is made as of September 28, 2007, by and among Integral Systems, Inc., a Maryland corporation (“Integral”), SAT Corporation, a California corporation (“SAT”), Newpoint Technologies, Inc., a Delaware corporation (“NTI”), Real Time Logic, Inc., a Colorado corporation (“RTL”), and Lumistar, Inc., a Maryland corporation (“Lumistar”, and together with Integral, SAT, NTI and RTL and any other Person that becomes a “Borrower” pursuant to the terms hereof, collectively and individually, and jointly and severally, the “Borrower”), having an address at 5000 Philadelphia Way, Suite A, Lanham, Maryland 20706, and Bank of America, N.A. (the “Lender”).

WITNESSETH:

WHEREAS , Integral, SAT, NTI, RTL, Lumistar and Lender entered into that certain Amended and Restated Revolving Line of Credit Loan Agreement and Security Agreement dated as of April 30, 2007 (the “Existing Loan Agreement”); and

WHEREAS , the parties hereto desire to amend and restate the Existing Loan Agreement as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, Borrower and Lender hereby agree as follows:

AGREEMENTS

ARTICLE 1. DEFINITIONS .

1.1 Defined Terms . Capitalized terms used herein and not otherwise defined herein shall have the following meanings:

Advance ” means an advance of funds under the Revolving Loan.

Affiliate ” means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through ownership of common stock, by contract, or otherwise.

Agreement ” means this Amended and Restated Revolving Line of Credit Loan Agreement, as the same may be amended, modified or supplemented from time to time.

Borrowing Date ” means the date on which an Advance is made.

 


Business Day(s) ” means any day that is not a Saturday, Sunday or banking holiday in the Commonwealth of Virginia.

Capital Lease ” means any lease which has been or should be capitalized on the books of the lessee in accordance with GAAP.

Cash Flow ” means, with respect to any period, the net income of Integral and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, for such period (a) less income or plus losses from discontinued operations and extraordinary items, (b) plus depreciation and amortization, (c) plus rent expense, (d) plus interest expense, (e) plus loss on disposal of assets in the ordinary course of business, (f) plus non-cash stock option compensation cost, (g) minus dividends, withdrawals and other distributions (but excluding the share repurchase of 1,850,000 shares of common stock of Integral consummated in September 2007), and (h) minus any unfinanced capital expenditures for such period.

Change in Law ” means (a) the adoption or effectiveness of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after or in effect after the date of this Agreement, or (c) compliance by Lender with any request, guideline or directive which has the force of law, of any Governmental Authority made, issued or becoming effective after the date of this Agreement.

Closing Date ” means the date hereof.

Code ” means the Internal Revenue Code of the United States, as amended.

Customer ” means any governmental entity (federal, state, county, municipal or otherwise) or business entity (corporation, association, partnership, limited liability company or partnership, sole proprietorship or otherwise) or individual(s) to which Borrower provides goods or services for compensation; however, certain individual agencies of the United States Government and certain branches of certain major corporations, as determined by the Lender in its sole discretion, shall be treated as Customers in their own right, separate and distinct from other such agencies or branches and from the United States Government or the corporation of which they are a part.

Debt ” means (a) indebtedness or liability for borrowed money or for the deferred purchase price of property or services; (b) obligations as a lessee under a Capital Lease; (c) obligations to reimburse the issuer of letters of credit or acceptances; (d) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss; and (e) obligations secured by any Encumbrance on property owned by Integral or any of its Subsidiaries.

Domestic Subsidiary ” shall mean any Subsidiary that is incorporated or organized under the laws of any state in the United States.

 

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EBITDA ” means, with respect to any period, the net income of Integral and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, (a) less income or plus losses for such period from discontinued operations and extraordinary items, (b) plus income taxes for such period, (c) plus interest expense for such period, and (d) plus depreciation, depletion, amortization and other non-cash charges for such period.

Encumbrance ” means any mortgage, pledge, deed of trust, assignment, security interest, hypothecation, lien or charge of any kind (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Environmental Laws ” mean all laws relating to Hazardous Wastes, Toxic Substances or materials that might be emitted, released or discharged into the environment or other laws or regulations protecting the environment.

ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

ERISA Affiliate ” means an entity, whether or not incorporated, which is under common control with Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes Borrower or any of its Subsidiaries and which is treated as a single employer under Sections 414(b), (c), (m), or (o) of the Code.

Event of Default ” shall have the meaning set forth in Section 9.1 of this Agreement.

Excluded Taxes ” means, with respect to Lender or any other recipient of any payment to be made by or on account of any obligation of Borrower under any Loan Document (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of Lender, in which its applicable lending office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located.

Fixed Charge Coverage Ratio ” means, with respect to any period and determined on a consolidated basis in accordance with GAAP with respect to Integral and its Subsidiaries, the ratio of (a) Cash Flow for such period, to (b) the sum of (i) the current portion of long term debt of Integral or any of its Subsidiaries for such period, (ii) the current portion of Capital Leases of Integral or any

of its Subsidiaries for such period, (iii) interest expense of Integral or any of its Subsidiaries for such period, and (iv) rent expense of Integral or any of its Subsidiaries for such period.

 

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Funded Debt ” means, with respect to any period and determined on a consolidated basis in accordance with GAAP with respect to Integral and its Subsidiaries, the sum of all obligations and indebtedness for borrowed money and all interest bearing obligations (including subordinated debt, if any, and current and long term indebtedness) for such period.

GAAP ” means generally accepted accounting principles consistently applied.

Governance Documents ” means the Articles or Certificate of Incorporation, Articles of Organization, Bylaws, Operating Agreement or other similar documents or agreements relating to Borrower’s corporate governance.

Government ” means the government of the United States of America including the departments and agencies of the United States, but does not include the government of any state or the District of Columbia or any departments or agencies of any state or of the District of Columbia.

Government Contracts ” means all contracts of the Borrower or any of its Subsidiaries with the Government, including all renewals, extensions, modifications, change orders and amendments thereof and thereto.

Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Hazardous Wastes ” mean all waste materials subject to regulation under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., or applicable state law and any other applicable federal, state or local laws and their regulations now in force or hereafter enacted relating to hazardous wastes.

Indemnified Taxes ” shall mean Taxes other than Excluded Taxes.

Intellectual Property ” shall mean all patents, licenses, trade names, trademarks, copyrights, inventions, service marks, trademark registrations, service mark registrations and copyright registrations, whether domestic or foreign and applications for any of the foregoing, and all proprietary technology, know-how, trade secrets or other intellectual property rights owned or used by Borrower or any of its Subsidiaries in the operation of their respective businesses.

 

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Letter of Credit ” shall mean a letter of credit issued by the Lender for the account of Borrower under this Agreement.

Letter of Credit Fee ” shall have the meaning set forth in Section 2.1(f)(3) of this Agreement.

Loan ” shall mean the Revolving Loan.

Loan Documents ” mean this Agreement, the Revolving Note, and any other agreement, document or instrument to which the Borrower or any Subsidiary of Borrower is a party that evidences, secures, guarantees or provides for obligations to Lender with respect to the Revolving Loan or is otherwise delivered to Lender in connection with this Agreement or the transactions contemplated hereby.

LOC Obligations ” means, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit; plus (ii) the aggregate amount of all drawings under Letters of Credit honored by Lender but not reimbursed.

Material Adverse Change ” means a material adverse change in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of Integral and its Subsidiaries taken as a whole.

Material Adverse Effect ” means a material adverse effect on the business, operations, property or condition (financial or otherwise) of Integral and its Subsidiaries taken as a whole.

Maturity Date ” shall have the meaning set forth in the Revolving Note.

Maximum Revolving Commitment Amount ” means Twenty Five Million and No/100 Dollars ($25,000,000.00), or such lesser amount that the Borrower may request as hereinafter provided.

Multiemployer Plan ” means a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

Multiple Employer Plan ” means a Plan to which Integral or any of its Subsidiaries or any ERISA Affiliate and at least one employer other than Integral or any of its Subsidiaries or any ERISA Affiliate are contributing sponsors.

Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under this Agreement or any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

 

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Operating Account ” means a demand deposit account to be established by Integral with the Lender for Integral’s use in connection with its business operations and with the Revolving Loan.

PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

Permitted Indebtedness ” shall have the meaning set forth in Section 7.1 of this Agreement.

Permitted Liens ” shall have the meaning set forth in Section 7.2 of this Agreement.

Person ” means any individual, partnership, association, trust, corporation, limited liability company or partnership, or other entity.

Plan ” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which Integral or any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” within the meaning of Section 3(5) of ERISA.

Projections ” shall have the meaning ascribed thereto in Section 6.11(c) hereto.

Purchase Money Obligations ” means, with respect to any Person, any obligation of such Person (other than Capital Lease obligations of such Person) incurred or assumed in the ordinary course of business of such Person, consistent with past practices, in connection with the purchase of property or assets to be used in the business of such Person.

Reportable Event ” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

Revolving Loan ” means the revolving loan facility made available by Lender to Borrower pursuant to this Agreement in the maximum principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00) and evidenced by the Revolving Note.

Revolving Note ” means that certain Amended and Restated Revolving Note, dated as of the date hereof, in the original principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00), executed by the Borrower, jointly and severally, and payable to the order of the Lender, and evidencing Borrower’s obligation to repay the Revolving Loan, as such Amended and Restated Revolving Note may be amended from time to time.

SEC ” means the Securities and Exchange Commission.

 

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Single Employer Plan ” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

Subsidiary ” means any corporation or other entity of which at least fifty percent (50%) of the voting stock or other ownership interest is owned by Borrower directly or indirectly through one or more Subsidiaries. If Borrower has no Subsidiaries, the provisions of this Agreement relating to the Subsidiaries of Borrower shall be disregarded, without affecting the applicability of such provisions to Borrower alone.

Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

Termination Event ” means (i) with respect to any Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (ii) the withdrawal of Integral or any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (vi) the complete or partial withdrawal of Integral or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

Toxic Substances ” means any materials which have been shown to have significant adverse effects on human health or which are subject to regulation under the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable federal, state or local laws now in force or hereafter enacted relating to toxic substances. “Toxic Substances” includes, but is not limited to, asbestos, polychlorinated biphenyls (PCBs), petroleum products, and lead-based paints.

Unused Commitment Fee ” shall have the meaning set forth in Section 2.1(f)(2) of this Agreement.

Unused Commitment Fee Interest Rate ” shall have the meaning set forth in Section 2.1(f)(2) of this Agreement.

1.2 Accounting Terms . Accounting terms used in this Agreement but not defined herein shall have the meanings given to them under GAAP.

 

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1.3 Use of Defined Terms . All terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered in connection with this Agreement, unless otherwise set forth therein.

ARTICLE 2. THE LOAN .

2.1 Revolving Line of Credit . The Lender agrees to extend the Revolving Loan to Borrower, jointly and severally, subject to the terms and conditions of this Agreement and the other Loan Documents. To, but not including, the Maturity Date, Borrower may borrow, repay and reborrow Advances in accordance with this Agreement and the other Loan Documents.

 

  (a) Amount of Credit . If Borrower requests an Advance, Lender shall, subject to the terms and conditions of this Agreement and the other Loan Documents, make such Advance provided that immediately after giving effect to such Advance, the sum of (i) the LOC Obligations, plus (ii) the outstanding principal amount of the Advances, shall not exceed the Maximum Revolving Commitment Amount.

 

  (b) Procedure for Advances . Integral, on behalf of the Borrower, may request Advances by telephone through its designated employee or employees as hereinafter provided. Each request for an Advance shall be in an amount at least equal to One Hundred Thousand and No/100 Dollars ($100,000.00) or One Thousand Dollar ($1,000.00) increments in excess thereof and received by Lender not later than 1:00 p.m. (Eastern Time) on the date the Advance is to be made and must specify the amount of the Advance. Lender shall deposit the Advance into the Operating Account if Borrower is entitled to the Advance subject to the terms and conditions of this Agreement and the other Loan Documents.

 

  (c) Repayment of Revolving Loan . Borrower, jointly and severally, promise to repay the Revolving Loan, with interest, at the time and in the manner and in accordance with the terms and provisions of the Revolving Note. Integral authorizes Lender to effect payment of sums due under the Revolving Note by means of debiting the Operating Account. This authorization shall not affect the obligation of Borrower to pay such sums when due, without notice, if there are insufficient funds in the Operating Account to make such payment in full on the due date thereof, or if Lender fails to debit the Operating Account.

 

  (d) Letter of Credit Subfacility . Lender shall issue Letters of Credit for the account of Borrower from time to time upon request from the Closing Date to, but not including, the Maturity Date, subject to the following terms and conditions:

(1) the aggregate amount of LOC Obligations shall at no time exceed Ten Million and 00/100 Dollars ($10,000,000.00);

 

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(2) any request for a Letter of Credit to be issued must be delivered and received by Lender not later than five (5) Business Days prior to the date that Borrower wishes to have the Letter of Credit issued;

(3) no Letter of Credit shall have an original expiration date more than one year from the date of issuance or extending beyond the Maturity Date. If Borrower so requests in any request for a Letter of Credit, the Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than one Business Day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided , however , that the Lender shall not permit any such extension if the Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof;

(4) the form of each Letter of Credit must be satisfactory to the Lender, in its sole and absolute discretion. At Lender’s option, Letters of Credit shall be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (Publication No. 500 or the most recent publication, the “UCP”);

(5) issuance of the Letter of Credit shall not cause the sum of (i) the LOC Obligations, plus (ii) the outstanding principal amount of the Advances to exceed the Maximum Revolving Commitment Amount;

(6) Lender shall not be required to issue any Letter of Credit if any circumstance exists that would entitle Lender not to honor a request for an Advance under the Revolving Loan;

(7) Lender shall promptly notify Integral of any drawing under any Letter of Credit, and the Borrower shall immediately reimburse Lender for the amount of the drawing. The Borrower’s obligation to reimburse the Lender for any drawing under a Letter of Credit shall be absolute and unconditional, irrespective of any rights of set-off, counterclaim or defense to payment Borrower may claim or have against the Lender, the beneficiary of the Letter of Credit or any other Person;

(8) unless the Borrower makes reimbursement from another source on the day of the drawing under any Letter of Credit, the Borrower shall be deemed to have requested an Advance under the Revolving Loan in the amount of the drawing, and

 

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(i) Lender, subject to the terms and conditions of this Agreement and the other Loan Documents, shall make such an Advance and apply the proceeds of the Advance to satisfy the Borrower’s obligation to reimburse Lender for the amount drawn on the Letter of Credit; and (ii) such Advance shall be repayable, with interest, in accordance with the terms and provisions of the Revolving Note; and

(9) no Event of Default has occurred and remains uncured, and no event has occurred or circumstance exists which, with the passage of time or the giving of notice or both, would constitute an Event of Default.

 

  (e) Use of Revolving Loan Proceeds . The proceeds of the Revolving Loan shall be used for working capital purposes, for the issuance of standby letters of credit, and for general corporate purposes and for acquisitions. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended.

 

  (f) Revolving Loan Fees . In addition to interest payable under the Revolving Note, Borrower promises to pay to Lender the following fees in the amounts and on the dates set forth below:

 

  (1) Borrower shall pay to the Lender on the Closing Date, a commitment fee in the amount of Thirty Seven Thousand Five Hundred and No/100 Dollars ($37,500.00).

 

  (2) Borrower shall pay to the Lender an unused commitment fee (the “Unused Commitment Fee”) accruing at the applicable per annum rate set forth below calculated on the basis of a 360 day year (the “Unused Commitment Fee Interest Rate”) on the average daily unused portion of the Maximum Revolving Commitment Amount:

 

Ratio of Funded Debt to EBITDA:

   Unused Commitment
Fee Interest Rate:
 

Less than or equal to 1.5 : 1.0

   0.20 %

Greater than 1.5 : 1.0

   0.25 %

The Unused Commitment Fee shall be due and payable quarterly in arrears commencing on January 1, 2008 and continuing thereafter on the first day of each April, July, October and January thereafter, with a final payment due and payable on the Maturity Date in an amount equal to the Unused Commitment Fee as of such date.

 

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  (3) Borrower shall pay to the Lender, with respect to each Letter of Credit outstanding hereunder, a quarterly letter of credit fee accruing at the applicable per annum rate set forth below calculated on the basis of a 360 day year (the “Letter of Credit Fee”) on the average daily undrawn face amount of such Letter of Credit:

 

Ratio of Funded Debt to EBITDA:

   Letter of Credit Fee:  

Less than or equal to 1.0 : 1.0

   1.25 %

Greater than 1.0 : 1.0 but less than or equal to 1.5 : 1.0

   1.50 %

Greater than 1.5 : 1.0 but less than or equal to 2.0 : 1.0

   1.75 %

Greater than 2.0 : 1.0

   2.25 %

The Letter of Credit Fee shall be due and payable quarterly in arrears commencing on January 1, 2008 and continuing thereafter on the first day of each April, July, October and January thereafter, with a final payment due and payable on the Maturity Date in an amount equal to the Letter of Credit Fee as of such date.

2.2 Reduction of Maximum Revolving Commitment Amount . No more frequently than once in any three (3) consecutive calendar months, upon at least five (5) Business Days’ prior written notice to Lender, Borrower may reduce the Maximum Revolving Commitment Amount; provided , however , that (a) each such notice shall be irrevocable, (b) each such reduction shall be in an amount at least equal to Five Million and No/100 Dollars ($5,000,000.00) or integral multiples thereof, and (c) immediately after giving effect to each such reduction, the sum of (i) the LOC Obligations, plus (ii) the outstanding principal amount of the Advances, shall not exceed the Maximum Revolving Commitment Amount (after giving effect to such reduction); and provided further that after giving to any such reduction in the Maximum Revolving Commitment Amount, Borrower shall have no right thereafter to increase the Maximum Revolving Commitment Amount.

2.3 Mandatory Payment . If at any time the sum of (i) the LOC Obligations, plus (ii) the outstanding principal amount of the Advances, exceeds the Maximum Revolving Commitment Amount in effect at such time, Borrower shall, within one (1) Business Day of Lender’s demand therefor, remit to Lender in immediately available funds an amount at least equal to such excess together with accrued and unpaid interest thereon to the date of such payment.

 

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2.4 Increased Costs .

 

  (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets or deposits with or for the account of, or credit extended by, any Lender; or

(ii) impose on Lender or the London interbank market any other condition affecting this Agreement or Advances made by Lender;

and the result of any of the foregoing shall be to increase the cost to Lender of making or maintaining any Advance (or of maintaining its obligation to make an Advance) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise with respect to an Advance), then the Borrower shall pay to Lender, such additional amount or amounts as will compensate Lender, for such additional costs actually incurred or reduction actually suffered.

(b) If Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on Lender’s capital or on the capital of Lender’s holding company, if any, as a consequence of this Agreement or the Advances made by Lender, to a level below that which Lender or Lender’s holding company could have achieved but for such Change in Law (taking into consideration Lender’s policies and the policies of Lender’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to Lender such additional amount or amounts as will compensate Lender or Lender’s holding company for any such reduction actually suffered.

(c) A certificate of Lender setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or its holding company, as specified in paragraph (a) or (b) of this Section, and accompanied by reasonably available documentation in support of such calculation, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a waiver of Lender’s right to demand such compensation; provided that notwithstanding anything to the contrary in this Section, Borrower shall not be required to compensate Lender pursuant to this Section for any amounts incurred more than six months prior to the date that Lender notifies Borrower of Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

 

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2.5 Taxes .

(a) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction or withholding for or on account of any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings, as applicable (including deductions or withholdings applicable to additional sums payable under this Section) the Administrative Agent and each Lender receives an amount equal to the sum it would have received had no such deductions or withholdings, as applicable, been made, (ii) the Borrowers shall make such deductions or withholdings, as applicable, and (iii) the Borrowers shall pay the full amount deducted (or withheld) to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Lender within ten (10) Business Days after receipt of written demand therefor (which demand shall be accompanied by any reasonably available documentation to support the calculation any Indemnified Taxes), for the full amount of any Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrower under this Agreement or any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by Lender shall be conclusive absent manifest error

(d) As soon as reasonably practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e) If Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 2.5 , Lender shall pay over such refund to Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.5 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Lender and without interest (other than any interest paid by the relevant Governmental Authority with

 

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respect to such refund); provided that Borrower, upon the request of Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Lender in the event Lender is required to repay such refund to such Governmental Authority. This clause (e) shall not be construed to require Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or any other Person.

ARTICLE 3. CONDITIONS PRECEDENT TO LOAN .

3.1 Conditions Precedent to Initial Advance . The obligation of the Lender to make the initial Advance under the Revolving Loan or to issue a Letter of Credit is subject to the satisfaction (determined by Lender in its sole and absolute discretion) of the following conditions on or before the Closing Date:

(a) Representations and Warranties; Compliance . All representations and warranties made by Borrower in or in connection with this Agreement or any of the other Loan Documents or otherwise made in writing in connection with this Agreement shall be true and correct on the Closing Date, and Borrower shall have performed all of the promises or undertakings under this Agreement and the other Loan Documents and satisfied all of the conditions of this Agreement and the other Loan Documents that Borrower is required to perform or to satisfy as of the Closing Date.

(b) Documents Concerning the Borrower . Borrower shall have delivered to the Lender copies of all documents with respect to Borrower reasonably requested by the Lender, including a complete, correct and current copy of Borrower’s Governance Documents certified by the Secretary of State (or other appropriate entity) of Borrower’s state of organization; a complete, correct and current copy of its Bylaws or Operating Agreement, as the case may be, certified by Borrower’s corporate secretary, managers or members, as the case may be; a complete, correct and current copy of all resolutions of Borrower’s Board of Directors or managers and members, as the case may be, authorizing the execution, delivery and performance by Borrower of this Agreement and of the other Loan Documents, certified by Borrower’s corporate secretary, managers or members, as the case may be; and appropriate certificates of incumbency for those officers, managers or members, as the case may be, of Borrower executing this Agreement or any of the other Loan Documents, certified by Borrower’s corporate secretary, managers or members, as the case may be. In addition, the following documents and materials shall have been delivered to the Lender, and shall be satisfactory in form and substance to the Lender, in its sole and absolute discretion:

(1) Financial projections of income statement, prepared in accordance with Borrower’s standard procedures and on a consolidated basis for Integral and its Subsidiaries, for each of the fiscal years ending September 30, 2007, September 30, 2008 and September 30, 2009; and

 

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(2) Such additional information, instruments, opinions, documents, certificates and reports relating to Borrower as the Lender may deem necessary in Lender’s sole and absolute discretion.

(c) Executed Loan Documents . Borrower shall deliver to the Lender, fully executed: this Agreement and the Revolving Note.

(d) Operating Account . Integral shall have established the Operating Account with the Lender.

(e) Material Adverse Change . No Material Adverse Change has occurred since June 30, 2007 (it being agreed that the share repurchase of 1,850,000 shares of common stock of Integral consummated in September 2007 shall not be deemed to be a Material Adverse Change).

(f) RT Logic . Evidence satisfactory to Lender, in its sole and absolute discretion, that RT Logic Tract TT2, a Colorado limited liability company and a wholly owned Subsidiary of RTL, has been dissolved.

(g) No Default . No Event of Default shall have occurred and be continuing, and no event shall have occurred or circumstance exist which, with the passage of time or the giving of notice or both, would constitute an Event of Default.

(h) Commitment Fee . Borrower shall have paid the commitment fee required pursuant to Section 2.1(f)(1) of this Agreement.

(i) Opinions . Opinions of Gibson, Dunn & Crutcher LLP and Ballard Spahr Andrews & Ingersoll, LLP, outside counsel to Borrower, satisfactory in form and substance to the Lender, in its sole and absolute discretion.

3.2 Future Advances . The obligation of the Lender to make any Advance under the Revolving Loan or to issue a Letter of Credit subsequent to the Closing Date is further conditional on:

(a) the representations and warranties made by Borrower in this Agreement or any of the other Loan Documents or otherwise made in writing in connection with this Agreement that are expressly qualified by a “materiality” standard shall be true and correct in all respects as of the date of the submitted request for an Advance or a Letter of Credit and as of the date on which such Advance is made or such Letter of Credit is issued, and all of the representations and warranties of the Borrower made by Borrower in this Agreement or any of the other Loan Documents or otherwise made in writing in connection with this Agreement and not expressly qualified by a “materiality” standard shall be true and correct in all material respects on and as of the date of the submitted request for an Advance or a Letter of Credit and as of the date on which such Advance is made or such Letter of Credit is issued; provided that any such representations and warranties that by their express terms are made as of a specific date shall be true and correct as of such specific date only; and

 

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(b) no Event of Default shall have occurred and be continuing, and no event shall have occurred or circumstance exist which, with the passage of time or the giving of notice or both, would constitute an Event of Default.

3.3 Lender’s Right To Rely On Communications . Borrower shall provide the Lender with written notice designating employees or agents of Borrower who are authorized to communicate with Lender on Borrower’s behalf regarding Advances and other matters pertaining to this Agreement and the other Loan Documents. Until further notice, Borrower designates the Chief Financial Officer, Chief Executive Officer, Treasurer and Comptroller of Integral, or any one of them, as individuals authorized to communicate with the Lender. Borrower authorizes the Lender to accept, rely upon, act upon and comply with, any verbal or written instructions, requests, confirmations and orders of any employee or agent so designated by Borrower. Borrower acknowledges that the transmission between Borrower and the Lender of any such instructions, requests, confirmations and orders involves the possibility of errors, omissions, mistakes and discrepancies and agrees to adopt such internal measures and operational procedures as Borrower deems necessary to protect its interests. Borrower hereby assumes all risk of loss arising out of: (i) the Lender’s acceptance, reliance on, compliance with or observation of any such instructions, requests, confirmations or orders; and (ii) any such errors, omissions, mistakes and discrepancies, except those caused by the Lender’s gross negligence or willful misconduct. Borrower, jointly and severally, agree to indemnify Lender and to hold Lender harmless for and from all claims, demands, suits, actions, judgments, decrees, losses or damages, including reasonable attorneys’ fees, costs and expenses, that Lender may incur as a result of the foregoing events or occurrences for which Borrower has assumed the risk of loss. The foregoing indemnification obligations shall survive the payment of the Revolving Loan and the termination of this Agreement but shall not extend to any suit, proceeding or action arising out of the Lender’s gross negligence or willful misconduct.

ARTICLE 4. Intentionally Omitted

ARTICLE 5. BORROWER’S REPRESENTATIONS AND WARRANTIES .

To induce the Lender to enter into this Agreement and to extend the Revolving Loan to Borrower and to issue Letters of Credit, Borrower, jointly and severally, makes the following representations and warranties to the Lender:

5.1 Corporate Authority; Subsidiaries . Borrower and each of its Subsidiaries (i) is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of its State of organization, (ii) is qualified to do business as a foreign corporation and is in good standing in all jurisdictions where its activities or ownership of property require such qualification,

 

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except for any such failure to be so qualified which may reasonably be expected to result in a Material Adverse Change, and (iii) has the full and unrestricted power and authority, corporate and otherwise, to own, operate and lease its properties, to carry on its business as currently conducted, to execute and deliver and perform the Loan Documents to which it is a party, to incur the obligations provided for herein and therein, and to perform the transactions contemplated hereby and thereby, all of which have been duly and validly authorized by all proper and necessary action (all of which actions are in full force and effect). Except as set forth in Schedule 4.1 hereof, Borrower has no Subsidiaries.

5.2 Approvals . Borrower has provided Lender with a true and accurate certificate of the resolutions adopted by its governing body authorizing the loan transactions contemplated by this Agreement. No further approval, consent, notice to or other action by any other Person (including, without limitation, the stockholders or other equity holders of Borrower or any of its Subsidiaries or any Governmental Authority) is or will be necessary to permit the valid execution, delivery or performance by Borrower of this Agreement or any of the other Loan Documents.

5.3 Binding Effect, No Violations . Each of the Loan Documents, upon its execution and delivery, will constitute a legal, valid and binding obligation of Borrower and its Subsidiaries party thereto, enforceable against Borrower and its Subsidiaries in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The execution, delivery and performance of the Loan Documents will not (i) violate, conflict with or constitute a default (with due notice, lapse of time or both) under any law, regulation, order or any other requirement of any court, tribunal, arbitrator or other Governmental Authority, any terms of the Governance Documents of Borrower or any of its Subsidiaries, or any contract, agreement or other arrangement binding upon or affecting Borrower or any of its Subsidiaries or any of their respective properties, or (ii) result in the creation, imposition or acceleration of any indebtedness or any Encumbrance of any nature upon, or with respect to, Borrower or any of its Subsidiaries or any of their respective properties.

5.4 Litigation . Without limiting Borrower’s representation and warranty in Section 5.21 hereof, except as previously disclosed to the Lender in writing or in filings made by Borrower with the SEC, there is no judgment, order, claim, litigation, proceeding or investigation pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries, their respective properties or business or this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby before or by any court, tribunal, arbitrator or other Governmental Authority involving an aggregate amount in dispute in excess of Two Million Dollars ($2,000,000.00).

5.5 Title to and Condition of Assets . Borrower and each of its Subsidiaries has good, valid and marketable title to all of its properties and assets (whether real or personal) free and clear of all Encumbrances other than Permitted Liens. All personal property of Borrower or any of its Subsidiaries which is necessary for Borrower’s or its Subsidiary’s operations is in good operating condition and repair, normal wear and tear excepted, and is suitable and adequate for the uses for which it is being used.

 

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5.6 Loan Application . The statements (other than projections) made and the documents delivered by Borrower or any of its Subsidiaries to the Lender (including, without limitation, any financial statements) in connection with its application for the Revolving Loan, when taken as a whole, are true, correct and complete in all material respects, omit no material facts, are not misleading, and present fairly the condition (financial or otherwise) of Borrower and its Subsidiaries. The projections contained in the materials referenced above are based upon reasonable estimates and assumptions, all of which are reasonable in light of the conditions which existed at the time the projections were made, and reflect the good faith estimate of the Borrower of the results of operations and other information projected therein, provided that no representation is made that the assumptions will prove to be correct.

5.7 No Change . No Material Adverse Change has occurred since June 30, 2007.

5.8 Taxes . Borrower and each of its Subsidiaries has timely filed all tax returns and other material reports required by any Governmental Authority to be filed by Borrower and its Subsidiaries, and such returns and reports are, after due inquiry, reasonably believed to be true and correct at the time of filing thereof. Borrower and each of its Subsidiaries has paid all taxes, assessments and other government charges imposed upon it or its income, profits or properties, or upon any part thereof, other than those presently payable without penalty or interest (or as are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained), and Borrower and each of its Subsidiaries has timely filed all claims for refunds to which it is entitled. The amounts reserved as a liability for income and other taxes payable in the most recent financial statements of Borrower and its Subsidiaries provided to the Lender are sufficient for the payment of all unpaid federal, state, county and local income, excise, property and other taxes, whether or not disputed, of Borrower and its Subsidiaries accrued for or applicable to the period and on the dates of such financial statements and all years and periods prior thereto, and for which Borrower or any of its Subsidiaries may be liable in its own right or as a transferee of the assets of, or as successor to, any other Person.

5.9 No Event of Default . As of the date on which this representation and warranty is made (or remade), no Event of Default, and no event which with notice, lapse of time or both would constitute an Event of Default, has occurred and is continuing.

5.10 Compliance with Laws, Governance Documents and Agreements . Without limiting the provisions of Section 5.3 , Borrower and each of its Subsidiaries has complied and is in full compliance with (a) each agreement binding upon or affecting Borrower, its Subsidiaries or any of their respective properties except to the extent the failure to comply with such agreements would not have a Material Adverse Effect, (b) all applicable laws, ordinances, rules, regulations, judgments, orders, writs, injunctions, decrees, rules,

 

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awards and other requirements of each Governmental Authority, court, tribunal, commission, board, bureau, arbitration panel or arbitrator except to the extent the


 
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