EXHIBIT 10.43
REVOLVING LINE OF CREDIT AGREEMENT AND NOTE
$250,000.00
Pomona, California
November 1, 2000
This Revolving Line of Credit Agreement and Note ("Agreement") is dated as of
the date first written above by and between TheLibraryCard, Inc., a Nevada
Corporation ("LibraryCard" or "Borrower"), and Auto-Graphics, Inc., a
California corporation ("Auto-Graphics" or "Lender").
RECITALS
WHEREAS, LibraryCard is a development stage enterprise, which commenced
operations in January, 2000, and
WHEREAS, LibraryCard is developing a library web "portal" on the Internet and
may need additional cash financing for further development and promotion of
the website; and
WHEREAS, Auto-Graphics is the parent company of LibraryCard and currently
owns 60.9% of the issued and outstanding shares of stock of LibraryCard; and
WHEREAS, Auto-Graphics desires and hereby commits to provide LibraryCard, at
its sole election and discretion, at any time and from time to time during
the succeeding twelve (12) month period of time, with up to $250,000 in
additional cash financing as may be required and requested by LibraryCard on
an unsecured basis.
NOW THEREFORE, for value received, the undersigned LibraryCard promises to
pay to Auto-Graphics on October 31, 2001 at its office at 3201 Temple Avenue,
Pomona, California, 91768-3200 in lawful money of the United States of
America and in immediately available funds, the principal sum of Two Hundred
Fifty Thousand Dollars ($250,000.00), or so much thereof as may be advanced
and be outstanding and unpaid under this Agreement, with interest thereon, to
be computed on each advance from the date of its disbursement as set forth
herein. Auto-Graphics, for value received, the legal adequacy and
sufficiency of which are hereby acknowledged and agreed, promises to advance
and otherwise loan to LibraryCard as requested by LibraryCard and as provided
for in this Agreement up to the maximum principal amount of $250,000.00.
INTEREST
(a) Interest. The outstanding principal balance of this Agreement shall
bear interest (computed on the basis of a 360-day year, actual days elapsed)
at a rate per annum of one percent (1.0 %) above the Prime Rate in effect
from time to time under the Company's Amended and Restated Credit Agreement
between the Company and Wells Fargo Bank dated August 1, 2000. Each change
in the rate of interest hereunder shall become effective on the date that
each Prime Rate change is reported by Wells Fargo Bank to the Lender.
(b) Payment of Interest. Interest accrued on this Agreement shall be
payable on the last day of each month, commencing November 30, 2000.
(c) Default Interest. From and after the maturity date of this Agreement,
or such earlier date as all principal owing hereunder becomes due and payable
by acceleration or otherwise, the outstanding principal balance of this
Agreement shall bear interest until paid in full at an increased rate per
annum (computed on the basis of a 360-day year, actual days elapsed) equal to
four percentage points (4%) above the rate of interest from time to time
applicable to this Agreement up to the maximum interest rate allowable by
law.
BORROWING AND REPAYMENT
(a) Borrowing and Repayment. Borrower may from time to time during the 12
month term of this Agreement borrow, partially or wholly repay its
outstanding borrowings, and reborrow, subject to all of the limitations,
terms and conditions of this Agreement; provided, however, that the total
outstanding borrowings under this Agreement shall not at any time exceed the
principal amount set forth above. The unpaid principal balance of this
obligation at any time shall be the total amounts advanced hereunder by the
Lender hereof less the amount of principal payments made hereon by or for
Borrower, which balance may be endorsed hereon from time to time by the
Lender. The outstanding principal balance of this Agreement shall be due and
payable in full on October 31, 2001.
(b) Advances. Advances hereunder, up to the total amount of the principal
sum stated above, may be made by the Lender at the written request of (i)
Corey M. Patick or Michael K. Skiles or any other person subsequently
designated by Borrower for such purpose, who are hereby authorized to request
advances from the Chief Financial Officer of Auto-Graphics and direct the
disposition of any advances until written notice of the revocation of such
authority by Borrower is received by the Lender at the office designated
above.
(e) Application of Payments. Each payment made on this Agreement shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof.
NON-TRANSFERABLE
This Agreement is not transferable to any third party without the
express written consent of the Lender.
SECURITY and SUBORDINATION
This Agreement is unsecured and subordinate to that certain Credit
Agreement between Auto-Graphics, Inc. and Wells Fargo Bank, NA dated August
1, 2000.
MISCELLANEOUS
(a) Remedies. Upon the occurrence of any default by the Borrower under
this Agreement, the Lender, at the Lender's sole discretion and election, may
declare all sums of principal and interest outstanding hereunder to be
immediately due and payable without presentment, demand, notice of
nonperformance, notice of protest, protest or notice of dishonor, all of
which are expressly waived by Borrower, and the obligation, if any, of the
Lender to extend any further credit hereunder shall immediately cease and
terminate. Borrower shall pay to the Lender immediately upon demand the full
amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys' fees, expended or incurred by the Lender in connection
with the enforcement of the Lender's rights and/or the collection of any
amounts which become due to the Lender under this Agreement, and the
prosecution or defense of any action in any way related to this Agreement,
including without limitation, any action for declaratory relief, whether
incurred at the trial or appellate level, in an arbitration proceeding or
otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary
proceeding, contested matter or motion brought by Lender or any other person)
relating to Borrower or any other person or entity.
(b) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the undersigned parties intending to be legally obligated
thereby, and thereunto legally and duly authorized have executed and
delivered this Agreement as of the date first written above.
THELIBRARYCARD, INC., a Nevada corporation
By: ss/Robert S. Cope
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Name: Robert S. Cope
Title: Director
By: ss/Corey M. Patick
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Name: Corey M. Patick
Title: Director
AUTO-GRAPHICS, INC.,
a California corporation
By: ss/Michael K. Skiles
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Name: Michael K. Skiles
Title: President