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LOANS PAYABLE
9 Months Ended
Sep. 30, 2012
LOANS PAYABLE  
TERM NOTE, REVOLVING DEMAND NOTE, VEHICLE FINANCING AND LICENSE FEE PAYABLE
NOTE 4LOANS PAYABLE:
 
In June 2010, the Company entered into three agreements with HSBC Bank, NA ("HSBC").  The three agreements were: 1) a secured term note ("Term Note") of $250,000 to be repaid over sixty months; 2) a secured revolving demand note ("Demand Note") up to $250,000; and 3) a loan and security agreement ("Security Agreement").
 
The Term Note is payable at $4,775 per month in arrears.  The payment was calculated by amortizing the $250,000 note over 60 months at an interest rate of 5.5% per annum.  The Term Note matures June, 2015 and is secured under the terms of the Security Agreement.
 
The Demand Note allows the Company to draw on the line from time to time an amount up to an aggregate of $250,000 outstanding at any one time.  The accrued interest on the Demand Note is payable monthly at an interest rate equal to one-quarter percent above prime  per annum. The Company can repay any or all of the principal balance outstanding at any time.  This is a demand note and is subject to annual reviews, as well as an annual 30-day clean-up, during which there can be no amounts outstanding.
 
The Security Agreement contains covenants that place restrictions on the Company's operations, including covenants relating to mergers, debt restrictions, capital expenditures, tangible net worth, net profit, leverage, fixed charge coverage, employee loan restrictions, distribution restrictions (common stock and preferred stock), dividend restrictions, restrictions on lease payments to affiliates, restrictions on changes in business, asset sale restrictions, restrictions on acquisitions and intercompany transactions, restrictions on fundamental changes.  The Security Agreement also requires that the Company maintain a minimum tangible net worth, as defined in the agreement, at all times of greater than $3,000,000 and EBITDA to CMLTD plus interest cannot be less than 1.25 to 1.00 for any fiscal year. (EBITDA is earnings before interest, taxes, depreciation and amortization; CMLTD is defined as, for any one-year period, the current scheduled principal payments required to be paid for the applicable period.).  The Company was in compliance with all required financial covenants at September 30, 2012.
 
In July 2011, the Company entered into additional agreements with HSBC Bank, NA ("HSBC").  The agreements were: 1) a secured revolving demand note for equipment (Equipment Note") up to $500,000, convertible to a term note after one year; and 2) a loan and security agreement ("Security Agreement").
 
The Equipment Note allows the Company to draw on the line from time to time an amount up to an aggregate of $500,000 outstanding at any one time.  The accrued interest on the Equipment Note is payable monthly at an interest rate equal to one-quarter percent above prime  per annum. The Company can repay any or all of the principal balance outstanding at any time.  The Equipment Note will be converted into a 60-month term note at the end of one year.
 
The Security Agreement contains covenants that place restrictions on the Company's operations, including covenants relating to mergers, debt restrictions, capital expenditures, tangible net worth, net profit, leverage, fixed charge coverage, employee loan restrictions, distribution restrictions (common stock and preferred stock), dividend restrictions, restrictions on lease payments to affiliates, restrictions on changes in business, asset sale restrictions, restrictions on acquisitions and intercompany transactions, restrictions on fundamental changes.   The Company was in compliance with all required financial covenants at September 30, 2012.
 
The Company currently maintains its operating, payroll, and primary cash accounts at HSBC.  The balance due on the Term Note as of September 30, 2012 was $146,000 and as of September 30, 2012 nothing had been drawn down on the Demand or Equipment Note.
 
Future minimum payments under the Term Note, excluding interest, as of September 30, 2012 were as follows:
 
Periods ending September 30,
 
2013
 
$
50,538
 
2014
 
 
53,389
 
2015
 
 
41,932
 
 
 
145,859
 
Less: current maturities
 
 
(50,538
)
 
$
95,321
 
 
In June 2009, the Company purchased a vehicle for use by the CEO and obtained financing in the amount of $29,228.  The financing is for a period of 3 years, is secured by the vehicle, and is guaranteed by the CEO.  The financing agreement provides for monthly principal and interest payments of $849 and carries an interest rate of 2.9% per annum.  This loan was fully paid as of September 30, 2012.