Exhibit 10.2
SECURED CREDIT
RESTRUCTURING AGREEMENT
This Secured Credit Restructuring Agreement (the "Agreement") is
entered into this 29th day of April, 2009, by and among MMR
Information Systems, Inc. (formerly Favrille, Inc.), a Delaware
corporation ("Parent"), MyMedicalRecords, Inc. (formerly
mymedicalrecords.com, Inc.), a Delaware corporation ("MMR"), The
RHL Group, Inc., a California corporation ("RHL Group" or
"Lender"), and Robert H. Lorsch, an individual ("Lorsch").
WHEREAS , MMR previously executed a Secured Promissory Note
dated July 30, 2007 in favor of RHL Group (the "Original Note"),
which Original Note was amended and restated by the Amended and
Restated Secured Promissory Note dated August 23, 2007 (the "First
Amended Note"), and was further amended and restated by the Second
Amended and Restated Secured Promissory Note dated August 1, 2008
(the "Second Amended Note"), in connection with the provision of a
Reserve Line of Credit by The RHL Group and possible increases in
the amount thereof.
WHEREAS , as contemplated by the Original Note, MMR and the
RHL Group entered into a Security Agreement dated July 31, 2007
(the "MMR Security Agreement"). The benefits of the MMR Security
Agreement have extended to the First Amended Note and the Second
Amended Note, as contemplated therein.
WHEREAS , MMR, Parent, and a wholly-owned subsidiary of
Parent entered into that certain Agreement and Plan of Merger and
Reorganization dated November 8, 2008 (the "Merger Agreement"),
pursuant to which a wholly-owned subsidiary of Parent would merge
with and into MMR (the "Merger"), which Merger occurred on January
27, 2009. By virtue of the Merger, MMR became a wholly-owned
subsidiary of Parent and RHL Group became a significant stockholder
of Parent. As contemplated by the Merger Agreement, Lorsch became
Chairman, Chief Executive Officer and President of Parent effective
as of the closing of the Merger.
WHEREAS , concurrent with the execution of the Merger
Agreement, Parent, MMR and Kershaw Mackie & Co. entered into a
Creditor Plan (the "Creditor Plan") to arrange for settlement of
the outstanding known creditor claims of Parent.
WHEREAS , as contemplated by the Creditor Plan and in
satisfaction of a condition to the closing of the Merger as
provided in the Merger Agreement, RHL Group and MMR entered into an
Allonge dated January 27, 2009 (the "Allonge") to be attached to
the Second Amended Note, pursuant to which RHL Group agreed to
suspend certain rights under the Second Amended Note, and make
certain modifications to the Second Amended Note and MMR Security
Agreement for so long as the Allonge remained in effect.
WHEREAS , as contemplated by the Merger Agreement, the
Creditor Plan and the Allonge, RHL Group and Parent and NCC Group,
Inc., a Virginia corporation ("NCC") entered into that certain
Promissory Note Escrow Agreement dated January 27, 2009 (the
"PNEC"), and the Second Amended Note and Allonge were to be
delivered to NCC to be held in escrow.
WHEREAS, prior to the Merger, RHL Group provided guarantees
to third parties with respect to obligations of MMR in an aggregate
amount not less than $300,000 and, subsequent to the execution of
the Allonge and consummation of the Merger and notwithstanding the
absence of any obligation on the part of RHL Group or Lorsch to do
so, RHL Group has loaned funds to MMR, paid or advanced funds to
third parties on behalf of MMR and provided guarantees to third
parties with respect to obligations of MMR (collectively, "Loans,
Advances and Guarantees") in an aggregate amount that is not less
than $100,000.
WHEREAS, Parent and MMR have both an immediate and a longer
term need for access to funding and financial resources that
currently cannot be provided by operations and currently is not
available from third party sources in su
