1
EXHIBIT 10.6
LOAN AGREEMENT
May 21, 1996
Source Services Corporation
5580 LBJ Freeway, #300
Dallas, Texas 75240
Ladies and Gentlemen:
This Loan Agreement (the "Loan Agreement") will serve to set forth the
terms of the financing transactions by and between SOURCE SERVICES CORPORATION
("Borrower"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION ("Bank"):
1. CREDIT FACILITY. Subject to the terms and conditions set
forth in this Loan Agreement and the other agreements, instruments and
documents evidencing, securing, governing, guaranteeing and/or pertaining to
the Loan, as hereinafter defined (collectively, together with the Loan
Agreement, referred to hereinafter as the "Loan Documents"), Bank hereby agrees
to provide to Borrower the credit facility or facilities hereinbelow (whether
one or more, the "Credit Facility"):
Borrowing Base Line of Credit. Subject to the terms and conditions
set forth herein, Bank agrees to lend to Borrower, on a revolving basis from
time to time during the period commencing on the date hereof and continuing
through the maturity date of the promissory note evidencing this Credit
Facility from time to time, such amounts as Borrower may request hereunder;
provided, however, the total principal amount outstanding at any time shall not
exceed the lesser of (i) an amount equal to the Borrowing Base (as such term is
defined hereinbelow), or (ii) $10,000,000.00 (the "Borrowing Base Line of
Credit"). If at any time the aggregate principal amount outstanding under the
Borrowing Base Line of Credit shall exceed an amount equal to the Borrowing
Base, Borrower agrees to immediately repay to Bank such excess amount, plus all
accrued but unpaid interest thereon. Subject to the terms and conditions
hereof, Borrower may borrow, repay and reborrow hereunder. Borrower agrees
that for a period of not less than thirty (30) consecutive days ("Clean- up
Period") during each calendar year, Borrower shall have repaid the entire
outstanding principal amount of the Borrowing Base Line of
Credit, together with all accrued but unpaid interest thereon. The sums
advanced under the Borrowing Base Line of Credit shall be used for general
corporate purposes and to refinance a line of credit owing to NationsBank.
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As used in this Loan Agreement, the term "Borrowing Base" shall have the
meaning set forth hereinbelow:
An amount equal to 80% of the Borrower's Eligible Temporary Accounts, plus 80%
of the Borrower's Eligible Contingency Accounts. As used herein, the term
"Eligible Temporary Accounts" shall mean at any time, an amount equal to the
aggregate net invoice or ledger amount owing on all billed receivables of
Borrower for the placement of temporary employees, in the ordinary course of
business, in which the Bank has a perfected, first priority lien, and the term
"Eligible Contingency Accounts" shall mean at any time, an amount equal to the
aggregate net invoice or ledger amount owing on all billed receivables of
Borrower for the placement of employees in permanent positions (which shall
mean positions for which an offer has been extended and accepted and the
employee has remained on the job for not less than 30 days), in the ordinary
course of business in which Bank has a perfected first priority lien, after
deducting from such Temporary and Contingency Accounts (without duplication):
(i) each such account that is unpaid 90 days or more after the original invoice
date thereof, (ii) the amount of all contra accounts, setoffs, defenses or
counterclaims asserted by or available to the account debtors, (iii) all
accounts in which the account debtor is the United States or any department,
agency or instrumentality of the United States, except to the extent an
acknowledgment of assignment to Bank of such account in compliance with the
Federal Assignment of Claims Act and other applicable laws has been received by
Bank, (iv) all accounts due Borrower by any account debtor whose principal
place of business is located outside the United States of America and its
territories, (v) all accounts subject to any provision prohibiting assignment
or requiring notice of or consent to such assignment, and (vi) any other
accounts reasonably deemed unacceptable by Bank in its sole and absolute
discretion.
All advances under the Credit Facility shall be collectively called the "Loan".
2. PROMISSORY NOTE. The Loan shall be evidenced by one or more
promissory notes (whether one or more, together with any renewals, extensions
and increases thereof, the "Note") duly executed by Borrower and payable to the
order of Bank, in form and substance acceptable to Bank. Interest on the Note
shall accrue at the rate set forth therein. The principal of and interest on
the Note shall be due and payable in accordance with the terms and conditions
set forth in the Note and in this Loan Agreement.
3. COLLATERAL. As collateral and security for the indebtedness
evidenced by the Note and any and all other indebtedness or obligations from
time to time owing by Borrower
LOAN AGREEMENT - Page 2
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to Bank, Borrower shall grant, and hereby grants, to Bank, its successors and
assigns, a first and prior lien and security interest in and to the property
described hereinbelow, together with any and all PRODUCTS AND PROCEEDS thereof
(the "Collateral"):
All present and future accounts, chattel paper, documents,
instruments, deposit accounts and general intangibles (including any right to
payment for goods sold or services rendered arising out of the sale or delivery
of personal property or work done or labor performed by Borrower), now or
hereafter owned, held, or acquired by Borrower, together with any and all books
of account, customer lists and other records relating in any way to the
foregoing.
The term "Collateral" shall also include all records and data relating to any
of the foregoing (including, without limitation, any computer software on which
such records and data may be located). Borrower agrees to execute such
security agreements, assignments, deeds of trust and other agreements and
documents as Bank shall deem appropriate and otherwise require from time to
time to more fully create and perfect Bank's lien and security interests in the
Collateral.
4. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants, and upon each request for an advance under the Credit Facility
further represents and warrants, to Bank as follows:
(a) Existence. Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and all
other states where it is doing business, and has all requisite power and
authority to execute and deliver the Loan Documents.
(b) Binding Obligations. The execution, delivery, and performance
of this Loan Agreement and all of the other Loan Documents by Borrower have
been duly authorized by all necessary action by Borrower, and to the best of
Borrower's knowledge constitute legal, valid and binding obligations of
Borrower, enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency or similar laws of general application
relating to the enforcement of creditors' rights and except to the extent
specific remedies relating to the enforcement of creditors' rights may
generally be limited by equitable principles.
(c) No Consent. The execution, delivery and performance of this
Loan Agreement and the other Loan Documents, and the consummation of the
transactions contemplated hereby and thereby, do not (i) conflict with, result
in a violation of, or constitute a default under (A) any provision of its
articles or certificate of incorporation or bylaws, if Borrower
LOAN AGREEMENT - Page 3
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is a corporation, or its partnership agreement, if Borrower is a partnership,
or any agreement or other instrument binding upon Borrower, or to the best of
Borrower's knowledge (B) any law, governmental regulation, court decree or
order applicable to Borrower, or (ii) require the consent, approval or
authorization of any third party.
(d) Financial Condition. Each financial statement of Borrower
supplied to the Bank truly discloses and fairly presents Borrower's financial
condition as of the date of each such statement. There has been no material
adverse change in such financial condition or results of operations of Borrower
subsequent to the date of the most recent financial statement supplied to the
Bank.
(e) Litigation. There are no actions, suits or proceedings,
pending or, to the knowledge of Borrower, threatened against or affecting
Borrower or the properties of Borrower, before any court or governmental
department, commission or board, which, if determined adversely to Borrower,
would have a material adverse effect on the financial condition, properties, or
operations of Borrower.
(f) Taxes; Governmental Charges. Borrower has filed all federal,
state and local tax reports and returns required by any law or regulation to be
filed by it and has either duly paid all taxes, duties and charges indicated
due on the basis of such returns and reports, or made adequate provision for
the payment thereof, and the assessment of any material amount of additional
taxes in excess of those paid and reported is not reasonably expected.
5. CONDITIONS PRECEDENT TO ADVANCES. Bank's obligation to make
any advance under this Loan Agreement and the other Loan Documents shall be
subject to the conditions precedent that, as of the date of such advance and
after giving effect thereto (i) all representations and warranties made to Bank
in this Loan Agreement and the other Loan Documents shall be true and correct,
as of and as if made on such date, (ii) no material adverse change in the
financial condition of Borrower since the effective date of the most recent
financial statements furnished to Bank by Borrower shall have occurred and be
continuing, (iii) no event has occurred and is continuing, or would result from
the requested advance, which with notice or lapse of time, or both, would
constitute an Event of Default (as hereinafter defined), and (iv) Bank's
receipt of all Loan Documents appropriately executed by Borrower and all other
proper parties.
6. AFFIRMATIVE COVENANTS. Until (i) the Note and all other
obligations and liabilities of Borrower under this Loan Agreement and the other
Loan Documents are fully paid and satisfied, and (ii) the Bank has no further
commitment to lend hereunder, Borrower agrees and covenants that it will,
unless Bank shall otherwise consent in writing:
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(a) Accounts and Records. Maintain its books and records in
accordance with generally accepted accounting principles.
(b) Right of Inspection. Permit Bank to visit its properties and
installations and to examine, audit and make and take away copies or
reproductions of Borrower's books and records, at all reasonable times.
(c) Right to Additional Information. Furnish Bank with such
additional information and statements, lists of assets and liabilities, tax
returns, and other reports with respect to Borrower's financial condition and
business operations as Bank may reasonably request from time to time.
(d) Compliance with Laws. Conduct its business in an orderly and
efficient manner consistent with good business practices, and perform and
materially comply with all statutes, rules, regulations and/or ordinances
imposed by any governmental unit upon Borrower its businesses, operations and
properties (including without limitation, all applicable environmental
statutes, rules, regulations and ordinances).
(e) Taxes. Pay and discharge when due all of its indebtedness and
obligations, including without limitation, all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or
its properties, income, or profits, prior to the date on which penalties would
attach, and all lawful claims that, if unpaid, might become a lien or charge
upon any of Borrower's properties, income, or profits; provided, however,
Borrower will not be required to pay and discharge any such assessment, tax,
charge, levy, lien or claim so long as (i) the legality of the same shall be
contested in good faith by appropriate judicial, administrative or other legal
proceedings, and (ii) Borrower shall have established on its books adequate
reserves with respect to such contested assessment, tax, charge, levy, lien or
claim in accordance with generally accepted accounting principles, consistently
applied.
(f) Insurance. Maintain insurance, including but not limited to,
fire insurance, comprehensive property damage, public liability, worker's
compensation, business interruption and other insurance reasonably deemed
necessary by Bank.
(g) Notice of Indebtedness. Promptly inform Bank of the creation,
incurrence or assumption by Borrower of any actual or contingent liabilities
not permitted under this Loan Agreement.
(h) Notice of Litigation. Promptly after the commencement
thereof, notify Bank of all actions, suits and proceedings before any court or
any governmental department, commission or board affecting Borrower or any of
its properties which if determined
LOAN AGREEMENT - Page 5
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adversely to Borrower would have a material adverse effect on the financial
condition of Borrower.
(i) Notice of Material Adverse Change. Promptly inform Bank of
(i) any and all material adverse changes in Borrower's financial condition, and
(ii) all claims made against Borrower which could materially affect the
financial condition of Borrower.
(j) Additional Documentation. Execute and deliver, or cause to be
executed and delivered, any and all other agreements, instruments or documents
which Bank may reasonably request in order to give effect to the transactions
contemplated under this Loan Agreement and the other Loan Documents.
7. NEGATIVE COVENANTS. Until (i) the Note and all other
obligations and liabilities of Borrower under this Loan Agreement and the other
Loan Documents are fully paid and satisfied, and (ii) the Bank has no further
commitment to lend hereunder, Borrower will not, without the prior written
consent of Bank:
(a) Nature of Business. Make any material change in the nature of
its business as carried on as of the date hereof.
(b) Liquidations, Mergers, Consolidations. Liquidate, merge or
consolidate with or into any other entity, unless Borrower is the surviving
entity .
(c) Sale of Assets. Sell, transfer or otherwise dispose of any of
its assets or properties, other than in the ordinary course of business.
(d) Liens. Create or incur any lien or encumbrance on any of its
assets, other than (i) liens and security interests securing indebtedness owing
to Bank, (ii) liens for taxes, assessments or similar charges either (1) not
yet due or (2) being contested in good faith by appropriate preceedings and for
which Borrower has established adequate reserves, and (iii) liens and security
interest existing as of the date hereof which have been disclosed to and
approved by the Bank in writing. Notwithstanding anything contained herein to
the contrary, a lien or encumbrance shall be permitted after Borrower has
obtained a Tangible Net Worth of not less than $25,000,000.00.
(e) Indebtedness. Create, incur or assume any indebtedness for
borrowed money or issue or assume any other note, debenture, bond or other
evidences of indebtedness, or guarantee any such indebtedness or such evidences
of indebtedness of others, other than (i) borrowings from Bank, and (ii)
borrowings outstanding on the date hereof and disclosed in writing to Bank.
Notwithstanding anything contained herein to the contrary, borrowings shall
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be permitted after Borrower has obtained a Tangible Net Worth of not less than
$25,000,000.00.
(f) Change in Management. Permit a change in the senior
management of Borrower.
8. FINANCIAL COVENANTS. Until (i) the Note and all other
obligations and liabilities of Borrower under this Loan Agreement and the other
Loan Documents are fully paid and satisfied, and (ii) the Bank has no further
commitment to lend hereunder, Borrower will maintain the following financial
covenants:
(a) Liabilities/Tangible Net Worth. Borrower will maintain, after
Borrower has obtained a Tangible Net Worth of not less than $25,000,000.00, at
all times, a ratio of (a) total liabilities (excluding any Subordinated Debt),
to (b) Tangible Net Worth of not greater than 1.75 to 1.0.
(b) Current Ratio. Borrower will maintain, at all times, a ratio
of (a) current assets (excluding prepaid expenses), to (b) current liabilities
of not less than 1.2 to 1.0.
(c) Interest Coverage. Borrower will maintain, as of the end of
each fiscal year, a ratio of (a) earnings before interest and taxes for such
fiscal year, to (b) interest expense for such fiscal year, of not less than 2.0
to 1.0.
As used herein, the term "Tangible Net Worth" means, as of any date, Borrower's
total assets excluding all intangible assets, less total liabilities excluding
any Subordinated Debt. As used herein, the term "Subordinated Debt" means any
indebtedness owing by Borrower which has been subordinated by written agreement
to all indebtedness now or hereafter owing by Borrower to Lender, such
agreement to be in form and substance acceptable to Lender. As used herein,
"Distributions" shall mean all dividends and other distributions made by
Borrower to its shareholders or partners, as the case may be, other than
salary, bonuses and other compensation for services. Unless otherwise
specified, all accounting and financial terms and covenants set forth above are
to be determined according to generally accepted accounting principles,
consistently applied.
9. REPORTING REQUIREMENTS. Until (i) the Note and all other
obligations and liabilities of Borrower under this Loan Agreement and the other
Loan Documents are fully paid and satisfied, and (ii) the Bank has no further
commitment to lend hereunder, Borrower will, unless Bank shall otherwise
consent in writing, furnish to Bank:
(a) Interim Financial Statements. As soon as available, and in
any event within forty-five (45) days after the end of each quarter of each
fiscal year of Borrower, a balance
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sheet and income statement of Borrower as of the end of such fiscal quarter,
all in form and substance and in reasonable detail satisfactory to Bank and
duly certified (subject to year-end review adjustments) by the President and/or
Chief Financial Officer of Borrower (i) as being true and correct in all
material aspects to the best of his or her knowledge and (ii) as having been
prepared in accordance with generally accepted accounting principles,
consistently applied.
(b) Annual Financial Statements. As soon as available and in any
event within one hundred twenty (120) days after the end of each fiscal year of
Borrower, a balance sheet and income statement of Borrower as of the end of
such fiscal year, in each case audited by independent public accountants of
recognized standing acceptable to Bank.
(c) Compliance Certificate. A certificate signed by the President
and/or Chief Financial Officer of Borrower, within forty-five (45) days after
the end of each quarter of each fiscal year, stating that Borrower is in full
compliance with all of its obligations under this Loan Agreement and all other
Loan Documents and is not in default of any term or provisions hereof or
thereof, and demonstrating compliance with all financial ratios and financial
covenants set forth in this Loan Agreement.
(d) Borrowing Base Report. A borrowing base report signed by the
President and/or Chief Financial Officer of Borrower, within thirty (30) days
after the end of each month of each fiscal year, in form and detail
satisfactory to Bank.
(e) Accounts Aging. An accounts receivable aging report within
thirty (30) days after the end of each month of each fiscal year, in form and
detail satisfactory to Bank.
10. EVENTS OF DEFAULT. Each of the following shall constitute an
"Event of Default" under this Loan Agreement:
(a) The failure, refusal or neglect of Borrower to pay within five
(5) days of when due the Commitment Fee or any part of the principal of, or
interest on, the Note or within five (5) days of receipt of written notice from
Bank to Borrower detailing any other indebtedness or obligations owing to Bank
by Borrower from time to time.
(b) The failure of Borrower or any Obligated Party (as defined
below) to timely and properly observe, keep or perform any covenant, agreement,
warranty or condition required herein or in any of the other Loan Documents and
such failure continues for thirty (30) days after written notice thereof from
Bank to Borrower.
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(c) The occurrence of an event of default under any of the other
Loan Documents or under any other agreement now existing or hereafter arising
between Bank and Borrower.
(d) Any representation contained herein or in any of the other
Loan Documents made by Borrower or any Obligated Party is false or misleading
in any material respect.
(e) The occurrence of any event which permits the acceleration of
the maturity of any indebtedness owing by Borrower to any third party under any
agreement or understanding which if accelerated would have a material adverse
effect on the financial condition of Borrower.
(f) If Borrower or any Obligated Party: (i) becomes insolvent, or
makes a transfer in fraud of creditors, or makes an assignment for the benefit
of creditors, or admits in writing its inability to pay its debts as they
become due; (ii) generally is not paying its debts as such debts become due;
(iii) has a receiver, trustee or custodian appointed for, or take possession
of, all or substantially all of the assets of such party, either in a
proceeding brought by such party or in a proceeding brought against such party
and such appointment is not discharged or such possession is not terminated
within sixty (60) days after the effective date thereof or such party consents
to or acquiesces in such appointment or possession; (iv) files a petition for
relief under the United States Bankruptcy Code or any other present or future
federal or state insolvency, bankruptcy or similar laws (all of the foregoing
hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary
petition for relief is filed against such party under any Applicable Bankruptcy
Law and such involuntary petition is not dismissed within sixty (60) days after
the filing thereof, or an order for relief naming such party is entered under
any Applicable Bankruptcy Law, or any composition, rearrangement, extension,
reorganization or other relief of debtors now or hereafter existing is
requested or consented to by such party; or (v) fails to have discharged within
a period of thirty (30) days any attachment, sequestration or similar writ
levied upon any property of such party.
(g) Subject to Subparagraph 7(b) hereof, if Borrower or any
Obligated Party is an entity, the liquidation, dissolution, merger or
consolidation of any such entity or, if Borrower or any Obligated Party is an
individual, the death or legal incapacity of any such individual.
(h) The entry of any judgment against Borrower or the issuance or
entry of any attachment or other lien against any of the property of Borrower
for an amount in excess of $250,000.00, if undischarged, unbonded or
undismissed within thirty (30) days after such entry.
Nothing contained in this Loan Agreement shall be construed to limit the events
of default enumerated in any of the other Loan Documents and all such events of
default shall be
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cumulative. The term "Obligated Party", as used herein, shall mean any party
other than Borrower who secures, guarantees and/or is otherwise obligated to
pay all or any portion of the indebtedness evidenced by the Note.
11. REMEDIES. Upon the occurrence of any one or more of the
foregoing Events of Default, (a) the entire unpaid balance of principal of the
Note, together with all accrued but unpaid interest thereon, and all other
indebtedness owing to Bank by Borrower at such time shall, at the option of
Bank, become immediately due and payable without further notice, demand,
presentation, notice of dishonor, notice of intent to accelerate, notice of
acceleration, protest or notice of protest of any kind, all of which are
expressly waived by Borrower, and (b) Bank may, at its option, cease further
advances under any of the Note; provided, however, concurrently and
automatically with the occurrence of an Event of Default under subparagraph (f)
in the immediately preceding paragraph (i) further advances under the Note
shall cease, and (ii) the Note and all other indebtedness owing to Bank by
Borrower at such time shall, without any action by Bank, become due and
payable, without further notice, demand, presentation, notice of dishonor,
notice of acceleration, notice of intent to accelerate, protest or notice of
protest of any kind, all of which are expressly waived by Borrower. All rights
and remedies of Bank set forth in this Loan Agreement and in any of the other
Loan Documents may also be exercised by Bank, at its option to be exercised in
its sole discretion, upon the occurrence of an Event of Default.
12. RIGHTS CUMULATIVE. All rights of Bank under the terms of this
Loan Agreement shall be cumulative of, and in addition to, the rights of Bank
under any and all other agreements between Borrower and Bank (including, but
not limited to, the other Loan Documents), and not in substitution or
diminution of any rights now or hereafter held by Bank under the terms of any
other agreement.
13. WAIVER AND AGREEMENT. Neither the failure nor any delay on
the part of Bank to exercise any right, power or privilege herein or under any
of the other Loan Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of such right, power or privilege preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege. No waiver of any provision in this Loan Agreement or in any of the
other Loan Documents and no departure by Borrower therefrom shall be effective
unless the same shall be in writing and signed by Bank, and then shall be
effective only in the specific instance and for the purpose for which given and
to the extent specified in such writing. No modification or amendment to this
Loan Agreement or to any of the other Loan Documents shall be valid or
effective unless the same is signed by the party against whom it is sought to
be enforced.
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14. BENEFITS. This Loan Agreement shall be binding upon and inure
to the benefit of Bank and Borrower, and their respective successors and
assigns, provided, however, that Borrower may not, without the prior written
consent of Bank, assign any rights, powers, duties or obligations under this
Loan Agreement or any of the other Loan Documents.
15. NOTICES. All notices, requests, demands or other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and given by (i) personal delivery, (ii) expedited delivery
service with proof of delivery, or (iii) United States mail, postage prepaid,
registered or certified mail, return receipt requested, sent to the intended
addressee at the address set forth on the signature page hereof and shall be
deemed to have been received either, in the case of personal delivery, as of
the time of personal delivery, in the case of expedited delivery service, as of
the date of first attempted delivery at the address and in the manner provided
herein, or in the case of mail, upon the expiration of three (3) business days
from deposit in a depository receptacle under the care and custody of the
United States Postal Service. Either party shall have the right to change its
address for notice hereunder to any other location within the continental
United States by notice to the other party of such new address at least thirty
(30) days prior to the effective date of such new address.
16. CONSTRUCTION. This Loan Agreement and the other Loan
Documents have been executed and delivered in the State of Texas, shall be
governed by and construed in accordance with the laws of the State of Texas,
and shall be performable by the parties hereto in the county in Texas where the
Bank's address set forth on the signature page hereof is located.
17. INVALID PROVISIONS. If any provision of this Loan Agreement
or any of the other Loan Documents is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully
severable and the remaining provisions of this Loan Agreement or any of the
other Loan Documents shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance.
18. EXPENSES. Borrower shall pay all costs and expenses
(including, without limitation, reasonable attorneys' fees) in connection with
(i) any action required in the course of administration of the indebtedness and
obligations evidenced by the Loan Documents, and (ii) any action in the
enforcement of Bank's rights upon the occurrence of Event of Default.
19. FEE. Borrower agrees to pay Bank a fee ("Commitment Fee") per
annum (based on a year of 365 days) equal to three-eighths percent (3/8%) of
the average daily unborrowed amount under the Loan. Such fee shall be payable
quarterly in arrears on the first day of each July, October, January and April
during the term of the Loan; provided,
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however, such fee shall not accrue during the Clean Up Period nor following
termination of the Loan Documents. Borrower acknowledges that such fee is
required to be paid and is in consideration of Bank taking appropriate action
to ensure that all funds that Bank may advance hereunder are available to
Borrower when Borrower requests same.
20. PARTICIPATION OF THE LOAN. So long as Bank is the lead bank
and maintains primary responsibility for the administration of the Loan both
before and after any such sale, Borrower agrees that Bank may, at its option,
sell interests in the Loan and its rights under this Loan Agreement to a
financial institution or institutions and, in connection with each such sale,
Bank may disclose any financial and other information available to Bank
concerning Borrower to each perspective purchaser.
21. ENTIRE AGREEMENT. This Loan Agreement (together with the
other Loan Documents) contains the entire agreement among the parties regarding
the subject matter hereof and supersedes all prior written and oral agreements
and understandings among the parties hereto regarding same.
22. CONFLICTS. In the event any term or provision hereof is
inconsistent with or conflicts with any provision of the other Loan Documents,
the terms and provisions contained in this Loan Agreement shall be controlling.
23. COUNTERPARTS. This Loan Agreement may be separately executed
in any number of counterparts, each of which shall be an original, but all of
which, taken together, shall be deemed to constitute one and the same
instrument.
24. TERMINATION. It is contemplated by the parties hereto that
from time to time there may be no outstanding Indebtedness, but notwithstanding
such occurrences, this Loan Agreement shall remain valid and shall be in full
force and effect as to subsequent outstanding amounts under the Loan. Upon (i)
the payment in full of the outstanding principal balance owing on the Note, all
accrued and unpaid interest owing on the Note, the Commitment Fee and all costs
and expenses incurred by Bank prior to the expiration of five (5) business days
after receipt of written request by Borrower of the termination hereof in
connection with the collection and administration of the Loan and Collateral,
(ii) written request for the termination hereof delivered by Borrower to Bank,
and (iii) written release or termination delivered by Bank to Borrower, this
Loan Agreement and the security interests described herein shall terminate.
Upon termination of this Loan Agreement and Borrower's written request, Bank
will, at Borrower's sole cost and expense, return to Borrower such of the
Collateral as shall not have been sold or otherwise disposed of or applied
pursuant to the terms hereof and execute and deliver to Borrower such documents
as Borrower shall
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reasonably request to evidence such termination and Bank shall have no further
commitment to lend hereunder.
If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Loan Agreement to the undersigned.
Very truly yours,
BANK ONE, TEXAS, N.A.
By:
--------------------------------
Name: Mark Wade
------------------------------
Title: Vice President
-----------------------------
Bank's Address:
1717 Main Street
Dallas, Texas 75201
ACCEPTED as of the date first
written above.
BORROWER: Borrower's Address:
- -------- 5580 LBJ Freeway, #300
Dallas, Texas 75240
SOURCE SERVICES CORPORATION
By:
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Name: D.L. Ward
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Title: President
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LOAN AGREEMENT - Page 13