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Exhibit 10.3
REVOLVING LINE OF CREDIT AGREEMENT
This Revolving Line of Credit Agreement (the "AGREEMENT") is made
and
entered into in this 15th day of January 2007, by and between
Seamless Wi-Fi,
Inc., a Nevada corporation ("LENDER"), and DLR Funding, Inc., a
Nevada
corporation ("BORROWER").
In consideration of the mutual covenants and agreements
contained
herein, the parties agree as follows:
1. LINE OF CREDIT. Lender hereby establishes for a period extending
to
January 14, 2010 (the "MATURITY DATE") a revolving line of credit
(the "CREDIT
LINE") for Borrower in the principal amount of Seven Hundred
Thousand Dollars
($700,000.00) (the "CREDIT LIMIT"). In connection herewith,
Borrower shall
execute and deliver to Lender a Promissory Note in the amount of
the Credit
Limit and in form and content satisfactory to Lender. All sums
advanced on the
Credit Line or pursuant to the terms of this Agreement (each an
"ADVANCE") shall
become part of the principal of said Promissory Note.
2. ADVANCES. Any request for an Advance may be made from time to
time
and in such amounts as Borrower may choose; provided, however, any
requested
Advance will not, when added to the outstanding principal balance
of all
previous Advances, exceed the Credit Limit. Requests for Advances
may be made
orally or in writing by such officer of Borrower authorized by it
to request
such Advances. Until Lender may be notified otherwise, Borrower
hereby
authorizes its President, ARNOLD F. SOCK, and its Chief Financial
Officer,
Virginia Brinkman, individually, to request Advances. Lender may
deposit or
credit the amount of any requested Advance to Borrower's checking
account.
Lender may refuse to make any requested Advance if an Event of
Default has
occurred and is continuing hereunder either at the time the request
is given or
the date the Advance is to be made, or if an event has occurred or
condition
exists which, with the giving of notice or passing of time or both,
would
constitute an Event of Default hereunder as of such dates.
The funds from the Advances will be used by the Borrower for
general
corporate purposes in connection with the operations of the
Borrower.
3. INTEREST. All sums advanced pursuant to this Agreement shall
bear
interest from the date each Advance is made until paid in full at
the rate of
twelve percent (12%) per annum, simple interest (the "EFFECTIVE
RATE").
4. REPAYMENT. Borrower shall pay installments of principal and
interest
on the outstanding principal balance as follows. Commencing on
April 15, 2007
and on July 15, 2007, and October 15, 2007, Borrower shall pay the
outstanding
interest only that has accrued on the then outstanding principal
balance as of
the day before the particular due dates just enumerated. Then
quarterly
thereafter, until paid, or due, in full, with the quarterly payment
amounts
being three (3) times the monthly payment that would be due based
on a
forty-eight (48) month amortization ("Quarterly Payment") of the
outstanding
principal balance due on the Agreement on each prior calendar
quarter's last
business day. The entire unpaid principal balance, together with
any accrued
interest and other unpaid charges or fees hereunder, shall be due
and payable on
the Maturity Date. All payments shall be made to Lender at such
place as Lender
may, from time to time, designate. All payments received hereunder
shall be
applied, first, to any costs or expenses incurred by Lender in
collecting such
payment or to any other unpaid charges or expenses due hereunder;
second, to
accrued interest; and third, to principal. Borrower may prepay
principal at any
time without penalty.
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5. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to
enter
into this Agreement and to make the advances provided for herein,
Borrower
represents and warrants to Lender as follows:
a. Borrower is a duly organized, validly existing, and in good
standing under the laws of the State of NEVADA with the power to
own its assets
and to transact business in NEVADA.
b. Borrower has the authority and power to execute and deliver
any document required hereunder and to perform any condition or
obligation
imposed under the terms of such documents.
c. The execution, delivery and performance of this Agreement
and each document incident hereto will not violate any provision of
any
applicable law, regulation, order, judgment, decree, article of
incorporation,
by-law, indenture, contract, agreement, or other undertaking to
which Borrower
is a party, or which purports to be binding on Borrower or its
assets and will
not result in the creation or imposition of a lien on any of its
assets.
d. There is no action, suit, investigation, or proceeding
pending or, to the knowledge of Borrower, threatened, against or
affecting
Borrower or any of its assets which, if adversely determined, would
have a
material adverse affect on the financial condition of Borrower or
the operation
of its business.
6. EVENTS OF DEFAULT. An event of default ("Event of Default")
will
occur if any of the following events occurs:
a. Failure to pay any principal or interest hereunder within
ten (10) days after the same becomes due.
b. Any representation or warranty made by Borrower in this
Agreement or in connection with any borrowing or request for an
Advance
hereunder, or in any certificate, financial statement, or other
statement
furnished by Borrower to Lender is untrue in any material respect
at the time
when made.
c. Default by Borrower in the observance or performance of any
other covenant or agreement contained in this Agreement, other than
a default
constituting a separate and distinct Event of Default under this
Paragraph 6.
d. Filing by Borrower of a voluntary petition in bankruptcy
seeking reorganization, arrangement or readjustment of debts, or
any other
relief under the Bankruptcy Code as amended or under any other
insolvency act or
law, state or federal, now or hereafter existing.
e. Filing of an involuntary petition against Borrower in
bankruptcy seeking reorganization, arrangement or readjustment of
debts, or any
other relief under the Bankruptcy Code as amended, or under any
other insolvency
act or law, state or federal, now or hereafter existing, and the
continuance
thereof for sixty (60) days and not dismissed, bonded, or
discharged.
7. REMEDIES. Upon the occurrence of an Event of Default as
defined
above, Lender may declare the entire unpaid principal balance,
together with
accrued interest thereon, to be immediately due and payable without
presentment,
demand, protest, or other notice of any kind. Lender may suspend or
terminate
any obligation it may have hereunder to make additional Advances.
To the extent
permitted by law, Borrower waives any rights to presentment,
demand, protest, or
notice of any kind in connection with this Agreement. No failure or
delay on the
part of Lender in exercising any right, power, or privilege
hereunder will
preclude any other or further exercise thereof or the exercise of
any other
right, power, or privilege. The rights and remedies provided herein
are
cumulative and not exclusive of any other r
