Second Financial Commitment - Exeter Financial LC and Rackspace Ltd.
SECOND FINANCIAL COMMITMENT
This Second Financial Commitment is made effective the 29th day of
September, 1999 (the "Effective Date"), by Exeter Financial, LC, a Texas
limited liability company ("Lender"), for the benefit of Rackspace, Ltd., a
Texas limited partnership (the "Partnership").
Lender advanced $1,050,000 (the "Initial Loan") to the Partnership
pursuant to the commitment made under Credit Agreement dated December 29, 1998
between Lender and the Partnership (the "First Financial Commitment").
Contemporaneously with the execution of this Agreement, Lender
acknowledges to the Partnership that it will transfer and assign notes and
instruments representing $ 1,050,000.00 principal and $32,531.51 of accrued
interest of the Initial Loan to Trout, Ltd. (the "Assigned Debt"). In
consideration for the Partnership's agreement herein and separate
consideration made to its lender by Trout, Ltd. ("Trout") Lender has advanced
and agrees to commit to advance additional funds to the Partnership in order
to benefit both the Partnership and Trout, both of which share common owners
with Lender.
Now Therefore, for and in consideration of the mutual promises herein
made, the parties agree and represent as follows:
1. ASSIGNMENT OF CONVERTED DEBT AND AGREEMENT TO CONVERT DEBT TO
EQUITY. Lender represents and warrants that it has, contemporaneously with the
execution of this Agreement, assigned the notes and other instruments
representing the Assigned Debt to Trout. The Partnership represents and
warrants that simultaneously with the execution of this Agreement, it will
accept the Assigned Debt as a capital contribution by Trout under the terms of
the First Amendment to Agreement of Limited Partnership of Rackspace, Ltd., of
even date herewith.
2. FINANCIAL COMMITMENT. Lender agrees to advance the Partnership and
upon the Partnerships request, in one or more advances on or before March 31,
2000, of up to $500,000.00, which amount includes $225,000.00 which has
already been advanced by Lender so that an additional $275,000.00 is to be
advanced after the date hereof. The amounts advanced shall be evidenced by
promissory notes, each of which shall bear interest at a rate of 8% per annum
(compounded annually and added to principal), and shall be secured by all of
the assets of the Company. The note(s) shall not require any payments to be
made at any time prior to January 1, 2002. From and after January 1, 2002,
equal monthly payments of principal and interest shall be due on the first day
of each month in an amount necessary to amortize the outstanding principal
balance over the five year term of the note. The note shall mature on January
1, 2007.
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EXETER FINANCIAL, LC RACKSPACE, LTD.
By:/s/ Morris Miller By: MACROWEB, LC, its general partner
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its: member By:/s/ Morris Miller
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Its: member
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