Docstoc

Equipment and Programming Loan Agreement

Document Sample
Equipment and Programming Loan Agreement Powered By Docstoc
					This agreement is made among a borrower, a guarantor, and a bank, whereby the
borrower borrows a certain sum from the bank for the purposes of purchasing
equipment and programming costs in connection with its business. The guarantor
guarantees the obligations of the borrower to the bank. The document allows for the
summary of the credit facilities to be provided in Schedule A, for permitted
encumbrances to be listed in Schedule B, and for security documents to be attached in
Schedule C.
                                                 Equipment and Programming Loan Agreement



   EQUIPMENT AND PROGRAMMING LOAN AGREEMENT

THIS LOAN AGREEMENT made as of the ___ day of ______________, 2___.


B E T W E E N:


                     a company incorporated under the laws of the State
                     of ________________

                     (hereinafter referred to as the "Borrower")

                                                                       OF THE FIRST PART,

                                              - and -



                     (the “Guarantor”)

                                                                    OF THE SECOND PART,


                                              - and –




                     (the "Bank")

                                                                       OF THE THIRD PART,



1.00          RECITALS

WHEREAS:

1.01           The Borrower has requested the Bank to provide certain credit facilities for the
purposes as further detailed herein;

1.02          The Bank has issued and the Borrower has accepted an Offer of Finance dated
___________________, as may be amended from time to time (the “Offer of Finance”);

1.03           The Bank is willing to provide such facilities to the Borrower pursuant to the
Offer of Finance and in accordance with the terms and conditions contained herein;
       NOW THEREFORE in consideration of the premises, the mutual agreements herein
contained, all monies advanced and all payments made by the Bank to the Borrower and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
the Borrower, the parties hereto covenant and agree as follows:

2.00             DEFINITIONS

2.01             Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

        (a)      "Advances" means, collectively, all monies paid by the Bank to the Borrower or
                 to any other person or entity, at the direction of the Borrower, together with all
                 further monies advanced by the Bank to or on behalf of the Borrower, expended
                 by or on behalf of the Bank or paid by the Bank in respect of the Offer of Finance;

        (b)      "Agreement" means this agreement and all schedules attached hereto and includes
                 all amendments, modifications, supplements and replacements hereto and thereto
                 from time to time entered into pursuant to the terms hereof or thereof, as the case
                 may be;

        (c)      “Annual Gross Sales” means comprehensively (during a given fiscal year) the
                 total amount of the actual selling price of the totality of the equipment and
                 programming services rendered by the business carried on by the Company whose
                 annual gross sales are used for the purposes of this calculation (the “seller”),
                 regardless of the place where these goods and services are sold, notably the
                 following amounts:

                 (i)     the amounts received by the seller in consideration of the sale of goods,
                         articles and merchandise;

                 (ii)    the amounts received by the seller in consideration of services rendered;

                 (iii)   the amounts received by the seller in consideration of the sale or leasing of
                         any property (including intellectual property) of the seller or other persons
                         or the granting of a license in respect of any such property;

                 (iv)    all the amounts received and receivable, whatever they may be;

                 (v)     all the proceeds, if applicable, from insurance against operating losses and
                         the insurance proceeds received in respect of a business of the seller.

                In each case, regardless of whether these sales or these amounts received are
                certified by a check, cash, a credit, a charge account, instruments or otherwise,
                without any deduction permitted for a collection agency or bad debts; however,
                the term “annual gross sales” does not include:




© Copyright 2012 Docstoc Inc. registered document proprietary, copy not                   3
                 (i)     the amount of retail sales taxes imposed by a government authority
                         directly on sales and collected from customers at the point of sale by the
                         seller acting as a representative of this authority, on condition that the
                         amount of these taxes is added to the selling price, that it is not part of the
                         indicated price of the article or the service and that it is actually paid by
                         the seller to that authority;

                 (ii)    the refunds granted in consideration of merchandise sold to the seller, to
                         the extent that the seller price of this merchandise had already
				
DOCUMENT INFO
Description: This agreement is made among a borrower, a guarantor, and a bank, whereby the borrower borrows a certain sum from the bank for the purposes of purchasing equipment and programming costs in connection with its business. The guarantor guarantees the obligations of the borrower to the bank. The document allows for the summary of the credit facilities to be provided in Schedule A, for permitted encumbrances to be listed in Schedule B, and for security documents to be attached in Schedule C.