Exhibit 99.1
REVOLVING LOAN AGREEMENT
THIS REVOLVING
LOAN AGREEMENT (as the same may be amended from time to
time, this "Agreement") is made and entered
into as of this November 10, 2005,
by and among One Link 4 Travel, Inc., a
Delaware corporation ("OneLink"),
Reservation Center, Inc., a California
corporation and wholly-owned subsidiary
of OneLink ("Borrower"), and Boatright
Family, L.L.C., an Oklahoma limited
liability company ("Lender").
RECITALS
WHEREAS,
Borrower desires to borrow up to Five Hundred Thousand Dollars
($500,000) from Lender on a revolving
basis; and
WHEREAS, Lender
has agreed to make a revolving loan to Borrower in the
principal amount of up to Five Hundred
Thousand Dollars ($500,000) for a period
of one year in accordance with the terms
and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE,
the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Definitions.
The following capitalized terms shall have the meanings
ascribed to them when used in this
agreement:
"Accounts
Receivable Report" shall have the meaning given to such term in
Section 3(a) of this Agreement.
"Advance" or
"Advances" is a loan advance (or advances) made to Borrower
under this Agreement.
"Agreement"
shall mean this Revolving Loan Agreement, as the same may be
amended from time to time.
"Borrower" means
Reservation Center, Inc., a California corporation.
"Borrowing Base"
is 60% of all Qualified Accounts Receivable, as determined
by Lender from Borrower's most recent
Accounts Receivable Report.
"Business Day"
is a day other than a Saturday, a Sunday or any other day on
which commercial lenders in the United
States are required by law to close.
"Committed
Revolving Line" is a Credit Extension of up to $500,000.
"Credit
Extension" is each Advance or any other extension of credit by
Lender for the benefit of Borrower.
"Event of
Default" shall have the meaning given to such term in Section 6
of this Agreement.
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"Junior Creditor
Documents" shall have the meaning given to such term in
the Subordination Agreement.
"Lender" means
Boatright Family, L.L.C., an Oklahoma limited liability
company.
"Maturity Date"
is the first anniversary of the date of this Agreement.
"OneLink" means
One Link 4 Travel, Inc., a Delaware corporation.
"Prime Rate" is
the prime lending rate as announced by the Bank of New York
from time to time.
"Promissory
Note" shall have the meaning given to such term in Section 2(d)
of this Agreement.
"Qualified
Accounts Receivable" are all accounts receivable of Borrower
(as
such accounts receivable may change from
time to time in the ordinary course of
Borrower's business), other than: (i) all
accounts receivable that are ninety
(90) days or more past due, and (ii) all
accounts receivable from any account
debtor of Borrower having one or more
accounts payable to Borrower included
within the preceding clause (i).
"Securities"
shall have the meaning given to such term in Section 7(b)(1)
of this Agreement.
"Securities Act"
shall have the meaning given to such term in Section
7(b)(1) of this Agreement.
"Security
Agreement" shall have the meaning given to such term in Section
4
of this Agreement.
"Subordination
Agreement" shall have the meaning given to such term in
Section 5(b) of this Agreement.
"Warrant" shall
have the meaning given to such term in Section 7(a) of this
Agreement.
"Warrant Shares"
shall have the meaning given to such term in Section 7(a)
of this Agreement.
2. Amount and Terms of the
Loan.
(a) Advances.
(1) Lender will make Advances to Borrower from time to time in
an
aggregate amount
outstanding at any one time not exceeding the Committed
Revolving Line
or the Borrowing Base, whichever is less. Amounts borrowed
under this
Section 2 may be repaid and reborrowed during the term of this
Agreement.
(2) Borrower shall give Lender written notice of any request
for
borrowing
hereunder at least three (3) Business Days' prior to a proposed
borrowing date.
Each such request shall be executed by the chief executive
officer, the
chief financial officer or the principal accounting officer of
Borrower, shall
state
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the amount of
the Advance requested, and shall be accompanied by such
information and
documentation as Lender may deem reasonably necessary to
determine
whether the proposed borrowing will comply with the limitations
in Section
2(a)(1) above. Not later than 1:00 p.m. (Pacific time) on the
borrowing date
specified in such request, Lender shall make the requested
Advance
available to Borrower in immediately available funds.
(3) The Committed Revolving Line shall terminate on the Maturity
Date,
whereupon all
Advances then outstanding (together with all interest accrued
thereon) shall
become immediately due and payable.
(b) Line of
Credit Payoff as Initial Advance. The parties acknowledge that
Borrower maintains a line of credit with
City National Bank, and that advances
to Borrower of approximately $100,000 are
presently outstanding thereunder.
Concurrently with the execution of this
Agreement, Borrower shall request that
City National Bank provide a payoff
statement on such line of credit directly to
Lender. Promptly upon Lender's receipt of
such payoff statement, Lender shall
pay to City National Bank the payoff amount
specified in such payoff statement
and such payoff amount shall be treated as
the initial Advance made to Borrower
under this Agreement. Until such time as
such payoff amount is made to City
National Bank, Borrower shall not request,
and Lender shall not be obligated to
make, any Advances under this
Agreement.
(c)
Overadvances. If at any time the aggregate amount of Advances
outstanding exceeds the lesser of either
(i) the Committed Revolving Line or
(ii) the Borrowing Base, Borrower shall
immediately pay in cash to Lender the
excess.
(d) Interest
Rate. Advances outstanding shall accrue interest at a per
annum rate of one (1.0) percentage point
above the Prime Rate. After the
occurrence and during the continuation of
an Event of Default, Obligations
accrue interest at eight (8.0) percentage
points above the Prime Rate. The rate
at which interest accrues on Advances shall
increase or decrease as the Prime
Rate changes. Interest is computed on the
basis of a 360 day year. Accrued
interest on Advances shall be payable on
the first Business Day of each month.
(e) Promissory
Note. Concurrently herewith, Borrower is executing and
delivering to Lender a promissory note in
the form attached hereto as Exhibit 1
(the "Promissory Note"). All Advances shall
be evidenced by the Promissory Note.
The Lender shall record Advances and
principal payments thereon on Exhibit A to
the Promissory Note, and the Lender's
record thereof shall be conclusive absent
manifest error. Notwithstanding the
foregoing, the failure to make a notation or
an error in making a notation with respect
to any Advance or any payment shall
not limit or otherwise affect the
obligations of Borrower to the Lender with
respect to any Advances or the interest
accrued thereon.
3. Borrowing Base
Covenants.
(a) Accounts
Receivable Report. From and after the date hereof and until
the Maturity Date, Borrower shall provide
to Lender a weekly report of its
account receivable balances in such form as
may be reasonably acceptable to
Lender (each such report, an "Accounts
Receivable Report").
(b) Audit
Rights. Lender shall have the right, upon five (5) Business
Days'
prior notice, to audit Borrower's records
relating to its accounts receivable.
Borrower shall allow Lender reasonable
access to such records during normal
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business hours for the purpose of
permitting Lender to substantiate Borrower's
account receivable balances. Further,
Borrower shall permit Lender to contact
Borrower's account debtors to the extent
reasonably necessary to permit Lender
to substantiate Borrower's account
receivable balances.
4. Security.
Concurrently with the execution and delivery of this
Agreement, Borrower shall execute and
deliver to Lender a Security Agreement
securing the performance of Borrower's
obligations under this Agreement and the
Promissory Note with 100% of the accounts
receivable of Borrower in the form
attached hereto as Exhibit 2 (as the same
may be amended from time to time, the
"Security Agreement").
5. Conditions
Precedent to the Making of Advances. The obligation of Lender
to make Advances under this Agreement is
subject to the satisfaction (or written
waiver by Lender) of the following
conditions precedent:
(a) Performance
of Obligations. Borrower shall have performed and complied
with all agreements and conditions
contained herein, including, without
limitation, those agreements and conditions
specified in Section 2(b), required
to be performed or complied with by it
prior to or at the disbursement of each
Advance.
(b)
Subordination Agreement. Lender, Borrower and OurLink, LLC, a
Texas
limited liability company, shall have
entered into a Subordination Agreement in
the form of Exhibit 3 hereto (as the same
may be amended from time to time, the
"Subordination Agreement"), and such
Subordination Agreement shall continue to
be in full force and effect.
6. Event of Default.
(a) Default
Even
