REVOLVING PROMISSORY
NOTE
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$750,000.00
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September 18, 2006
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FOR
VALUE RECEIVED, ProLink
Solutions, LLC , a Delaware limited liability company
(“ Borrower ”), hereby promises to pay to the
order of FOC Financial
Limited Partnership , an Arizona limited partnership
(“ Lender ”), or its endorsees, successors or
assigns (including the Lender, the “ Holder ”),
the principal sum of Seven Hundred Fifty Thousand
Dollars ($750,000.00) (the “ Maximum Amount
”), or so much thereof as may be advanced from time to time
by Lender, in immediately available funds and in lawful money of
the United States of America, together with interest on the
outstanding balance thereof, all as provided in this Revolving Note
(this “ Note ”).
1. Loan Agreement . This Note is made and given in
connection with that certain Letter Loan Agreement dated
September 18, 2006 between Borrower and Lender (the
“Loan Agreement”), and all of the terms and conditions
of the Loan Agreement are incorporated in this Note by reference as
if fully stated herein.
2. Advances . Upon written request of Borrower to
Lender from time to time and upon compliance with the terms and
conditions of the Loan Agreement, Holder may, in its sole
discretion, advance funds to Borrower under this Note not to exceed
the Maximum Amount in one or more advances at any time and from
time to time from the date hereof through and including November
18, 2006 (the “ Funding Termination Date ”). The
principal amount of this Note may be borrowed, repaid and
reborrowed from time to time. Holder may request documentation or
information, as Holder shall reasonably require as a condition to
each such advance.
3. Interest . The outstanding principal balance of
this Note shall bear simple interest at Fifteen percent (15%) per
annum (the “ Regular Rate ”), computed on the
basis that each month contains thirty (30) days and each year
contains three hundred sixty (360) days.
4. Payments of Interest . The accrued and unpaid
interest on the principal balance of this Note outstanding from
time to time, shall be paid in monthly interest only installments
on the fifth (5 th )
day of the following month with respect to any month in which any
advances are outstanding.
5. Payment of Principal; Maturity Date . Borrower
agrees to pay in full the entire outstanding principal balance of
this Note, accrued and unpaid interest, and all other unpaid
amounts owing under this Note on or before the Funding Termination
Date (the “ Maturity Date ”).
6. Optional Prepayments . The indebtedness evidenced
by this Note may be prepaid in whole or in part at any time without
premium or penalty.
7. Manner of Payment . Payment(s) of principal,
interest and other amounts due under this Note shall be made on the
date due in lawful money of the United States of America at 2025
South Airport Boulevard, Chandler, AZ 85249, or to such other place
of payment as the Holder may designate in writing. All such
payments shall be made without any deduction whatsoever, including,
without limitation, any deduction for set-off, recoupment,
counterclaim, or taxes. Any payments due hereunder which are due on
a day which is not a business day shall be payable on the
immediately succeeding business day, together with all accrued and
unpaid interest through the actual date of payment. All payments
made hereunder shall be applied first to the payment of the
interest then accrued and due on the unpaid principal balance of
this Note and any other charges or fees due under this Note or the
Loan Agreement and the remainder shall be applied to the reduction
of the unpaid principal.
8. Security . This Note is secured by a lien on, and
security interest in, all of Borrower’s right, title, and
interest in and to the Funded ProLink Systems (as defined in the
Loan Agreement) and all proceeds and accounts arising therefrom,
whether now owned or hereafter acquired, granted pursuant to the
Loan Agreement.
9. Default . An “ Event of Default
” or a “ Default ” under this Note shall
exist (i) if the Borrower fails to make any payment of
interest when due; (ii) if the Borrower fails to repay any
advance made by Lender, or the Loan Fee, with respect to a Funded
ProLink System within three (3) business days after receipt by
Borrower of good, collected funds for the System Advance Amount (as
defined in the Loan Agreement) with respect to such Funded ProLink
System; (iii) upon the occurrence of an Event of Default or a
Default under the Loan Agreement; (iv) if the Borrower
commences a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, or consents to any such
relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced
against it, or makes a general assignment for the benefit of
creditors, or fails generally to pay its debts as they become due,
or takes any limited liability company action to authorize any of
the foregoing; or (v) if an involuntary case or other
proceeding is commenced against the Borrower seeking liquidation,
reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, and such involuntary case or
other proceeding remains undismissed and unstayed for a period of
sixty (60) days; or an order for relief is entered against the
Borrower under the federal bankruptcy laws as now or hereafter in
effect.
10. Remedies Upon Event of Default : If an Event of
Default shall have occurred and be continuing, Holder may, by
written notice to the Borrower, declare all outstanding principal
of, accrued and unpaid interest on, and all other amounts under
this Note to be immediately due and payable and upon such
declarat
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