270 Legal [Sample Agreements]

BUSINESS LOAN AGREEMENT

THIS BUSINESS LOAN AGREEMENT (“Loan Agreement” or “Agreement”) is made on October 17, 2006 by and between Smart Commerce, Inc. (“Borrower”), a corporation organized under the laws of the State of Delaware, whose chief executive office is located at 2530 Meridian Parkway, Durham, North Carolina 27773, and Fifth Third Bank, a Michigan banking corporation (“Bank”), whose address is 1000 Town Center, Suite 1500, Southfield, Michigan 48075.

Section 1 Loans and Financial Accommodations. Bank has made or shall make in reliance hereon commercial loan(s) and/or other financial accommodations to Borrower, including the loans referred to below. All such loans and/or other financial accommodations to Borrower, whether referred to below or previously or hereafter made in reliance on this Loan Agreement, are herein referred to as the “Loan” or “Loans.” This Loan Agreement amends and restates, without satisfaction or novation, all previous loan agreements executed by the parties with respect to the Loans described herein. If any conflict shall exist between the Loan Documents and this Loan Agreement, the provisions contained in this Loan Agreement shall govern and supersede the Loan Documents.

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2.3 Negative Covenants:

2.3.1 Indebtedness. Neither directly or indirectly, create, assume, incur nor have outstanding any indebtedness, obligations or liabilities, secured or unsecured (including purchase money indebtedness), nor become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other person or entity, except (a) indebtedness and obligations to Bank, (b) endorsement for collection or deposit of any commercial paper secured in the ordinary course of business, (c) obligations of Borrower for taxes, assessments, municipal or other governmental charges, (d) obligations of Borrower for accounts payable (other than for money borrowed) and unsecured indebtedness to trade creditors incurred in the ordinary course of business, (e) obligations existing on the date hereof which are disclosed on the financial statements furnished to Bank, (f) indebtedness subordinated to all of Borrower’s now or hereafter existing indebtedness to Bank on terms reasonably acceptable to Bank, (g) indebtedness secured by Permitted Liens (hereinafter defined), and (h) extensions, refinancings, modifications, amendments, and restatements of any items of indebtedness (a) through (g) above, provided that the principal amount, interest rate or the amortized/payment schedule thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms on Borrower (collectively, “Permitted Indebtedness”).
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