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Intercompany Revolving Loan Agreement

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REVOLVING LOAN AGREEMENT





This INTERCOMPANY REVOLVING LOAN AGREEMENT ("Loan Agreement"), dated as of January 1, 1999, is entered into by and between:



(1) Networks Associates, Inc. ("Lender"); and



(2) McAfee.com Corporation ("Borrower").



In consideration of the covenants, conditions and agreements set forth herein, the parties agree as follows:





ARTICLE 1



1.1 "Advance" shall have the meaning given in Section 2.1 of the Loan Agreement.



1.2 "Business Day" shall mean any day on which commercial banks are not authorized or required to close in the United States.



1.3 "Commitment" shall mean an amount equal to Thirty Million Dollars ($30,000,000.00).



1.4 "Default" shall mean any event or circumstance not yet constituting an Event of Default but which, with the giving of any notice or the lapse of any period of time or both, would become an Event of Default.



1.5 "Event of Default" shall have the meaning given to that term in Section 5.01.



1.6 "GAAP" shall mean generally accepted accounting principles and practices as promulgated by the Financial Accounting Standards Board and as in effect in the United States from time to time, consistently applied. Unless otherwise indicated in this Loan Agreement, all accounting terms used in this Loan Agreement shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP.



1.7 "Governmental Authority" shall mean any domestic or foreign national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.



1.8 "Indebtedness" of any Person shall mean and include the aggregate amount of, without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of business determined in accordance with generally accepted accounting principles), (d) all obligations under capital leases of such Person, (e) all obligations or liabilities of others secured by a lien on any asset of such Person, whether or not such obligation or liability is assumed, (f) all guaranties of such Person of the obligations of another Person; (g) all









obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement upon an event of default are limited to repossession or sale of such property), (h) net exposure under any interest rate swap, currency swap, forward, cap, floor or other similar contract that is not entered to in connection with a bona fide hedging operation that provides offsetting benefits to such Person, which agreements shall be marked to market on a current basis, (i) all reimbursement and other payment obligations, contingent or otherwise, in respect of letters of credit.



1.9 "LIBOR Rate" shall mean the rate per annum, calculated to the nearest .01%, at which U.S. dollar deposits are offered in the London interbank market for one month periods as quoted in the "Money Rates" column of The Wall Street Journal on the first Business Day of each calendar month. All computations of such interest shall be based on a year of 360 days and actual days elapsed. Such LIBOR Rate shall remain in effect until it is adjusted on the first Business Day of the following calendar month.



1.10 "Loan Agreement" shall have the meaning set forth in the opening paragraph of this document.



1.11 "Loan Documents" shall mean and include this Loan Agreement and any other documents, instruments and agreements delivered to Lender in connection with this Loan Agreement.



1.12 "Obligations" shall mean and include all Advances, debts, liabilities, and financial obligations, howsoever arising, owed by Borrower to Lender of every kind and description (whether or not evidenced by any note or instrument), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of any of the Loan Documents, including, without limitation, all interest, fees, charges, expenses, reasonable attorneys' fees (and expenses) and accountants' fees (and expenses) chargeable to Borrower or payable by Borrower hereunder or thereunder.



1.13 "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a Governmental Authority.



1.14 "Termination Date" shall mean the second anniversary of the date of this Loan Agreement.





ARTICLE 2



2.1 Terms. Subject to the terms and conditions of this Loan Agreement, Lender agrees to advance to Borrower from time to time and until the Termination Date, such sums as Borrower may request (the "Advances") but which shall not exceed, in the aggregate principal amount at any one time outstanding, the Commitment. Advances shall be made in lawful currency of the United States of America and shall be made in same day or immediately available funds. Each Advance shall be in an amount equal to at least $10,000 or any integral multiple of $5,000 in excess thereof and shall be made three Business Days after written request (or telephonic request confirmed in writing). Subject to the terms and conditions hereof, Borrower may borrow pursuant to this Section 2.1, prepay the Advances and reborrow pursuant to this Section 2.1.



2.2 Payment of Outstanding Amounts.





(a) If not paid earlier, the outstanding principal and interest balance of all Advances shall be due and payable to the Lender on the Termination Date.



(b) At the Lender's sole option, the Lender may require the Borrower to pay the principal and interest balance of all Advances then outstanding at any time on or after the date that is thirty (30) calendar days following the closing of an initial public offering of the capital stock of the Borrower pursuant to the Securities Act of 1933, as amended.



2.3 Interest Payments. Interest on the outstanding principal balance under the Advances shall accrue at the LIBOR Rate in effect. All computations of such interest shall be based on a year of 360 days and actual days elapsed for each day on which any principal balance is outstanding under the terms of the Loan Agreement.



2.4 Interest Payments. All accrued and unpaid interest shall be due on the first Business Day of each month. If not paid earlier, all outstanding accrued interest hereunder shall be due and payable to the Lender on the Termination Date.



2.5 Other Payment Terms.



(a) Manner. Borrower shall make all payments due to Lender hereunder in lawful money of the United States and in same day or immediately available funds.



(b) Date. Whenev
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