Exhibit 99.1
REVOLVING CREDIT AGREEMENT
BY AND BETWEEN
MYCOM GROUP, INC.
as Borrower
AND
MATHIS FAMILY PARTNERS, LTD., LAZZERI FAMILY TRUST, LA MIRAGE TRUST
and
BLEU RIDGE CONSULTANTS, INC. PROFIT SHARING PLAN
as Lender
Dated as of April 2, 2007
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TABLE OF CONTENTS
ARTICLE 1 - CERTAIN
DEFINITIONS...............................................1
Section 1.1 Certain
Definitions..................................1
Section 1.2
Construction.........................................2
ARTICLE 2 - LOANS, NOTES AND
PREPAYMENTS......................................3
Section 2.1
Loans................................................3
Section 2.2
Notes................................................3
Section 2.3 Procedure for
Borrowing..............................3
Section 2.4 Repayment of
Loans...................................3
Section 2.5 Optional
Prepayments.................................4
Section 2.6
Indemnity............................................4
Section 2.7
Computations.........................................4
Section 2.8 Repayment of the
Loans...............................4
ARTICLE 3 - EVENTS OF
DEFAULT.................................................4
Section 3.1 Events of
Default....................................4
Section 3.2
Remedies.............................................4
ARTICLE 4 -
MISCELLANEOUS.....................................................5
Section 4.1 Amendments,
etc......................................5
Section 4.2 Notices,
etc.........................................5
Section 4.3 No Waiver;
Remedies..................................5
Section 4.4 Binding
Effect.......................................5
Section 4.5 Governing
Law........................................5
Section 4.6 Usury
Laws..........................................5
Section 4.7 Section
Headings.....................................5
Section 4.8
Execution............................................5
EXHIBITS
Exhibit A - Form of Request for Borrowing
Exhibit B - Form of Revolving Loan Note
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REVOLVING CREDIT AGREEMENT
THIS REVOLVING CREDIT AGREEMENT ("Agreement") is made as of April
2,
2007 by and between Mycom Group, Inc., a Nevada corporation
("Borrower"), and
Mathis Family Partners, Ltd. ("Mathis"), Lazzeri Family Trust
("Lazzeri"), La
Mirage Trust ("La Mirage") and Bleu Ridge Consultants, Inc. Profit
Sharing Plan
("Bleu Ridge") (Mathis, Lazzeri, La Mirage and Bleu Ridge
collectively, the
"Lender").
EXPLANATORY STATEMENT
A. Earnest Mathis, the General Partner of the Mathis Family
Partners,
Ltd. is the sole officer and director of the Borrower.
B. The Borrower has and requested, and the Lender has agreed to
make,
Loans, advances and other financial accommodations to the Borrower
on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing Explanatory
Statement
that is made a substantive part of this Agreement, and the promises
set forth
herein and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
ARTICLE 1
CERTAIN DEFINITIONS
Section 1.1 Certain Definitions. In addition to words and terms
defined
elsewhere in this Agreement, the following words and terms shall
have the
following meanings, respectively, unless the context clearly
requires otherwise:
"Agreement" shall mean this Revolving Credit Agreement, as the same
may
be amended, restated, supplemented or otherwise modified from time
to time
hereafter, including all Schedules and Exhibits hereto.
"Authorized Officer" shall mean Earnest Mathis.
"Borrower's Account" shall mean the Borrower's bank account as may
be
designated by the Borrower from time to time by written notice to
the Lender.
"Business Day" shall mean any day other than a Saturday or Sunday
or
other day upon which banks or the Lender are authorized or required
to close in
the State of Colorado.
"Dollar," "Dollars," "U.S. Dollars" and the symbol "$" shall mean
the
lawful currency of the United States of America.
"Event of Default" shall mean any of the Events of Default
described in
Section 3.1.
"Funding Date" shall mean the date on which a Loan is made
hereunder.
"Insolvency Event" shall mean, with respect to any Person, (i)
such
Person generally shall not pay its debts as such debts become due,
or shall
admit in writing its inability to pay its debts generally, or shall
make a
general assignment for the benefit of creditors; or any proceeding
shall be
instituted by or against such Person seeking to adjudicate it a
bankrupt or
insolvent, or seeking liquidation, winding up, reorganization,
arrangement,
adjustment, protection, relief, or composition of it or its debts
under any Law
related to bankruptcy, insolvency or reorganization or relief of
debtors, or
seeking the entry of an order for relief or the appointment of a
receiver,
trustee, or other similar official for it or for any substantial
part of its
property provided; however, any proceeding instituted against such
Person shall
not constitute an Insolvency Event if such proceeding has been
dismissed within
sixty (60) days of the institution of such proceeding against such
Person; or
(ii) such Person shall take any action to authorize any of the
actions set forth
in clause (i) herein.
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"Interest Rate" shall have the meaning provided in Section
2.4(b).
"Law" shall mean any law (including common law), constitution,
statute,
treaty, regulation, rule, ordinance, opinion, release, ruling,
order,
injunction, writ, decree or award of any governmental
authority.
"Loan" shall have the meaning provided in Section 2.1.
"Loan Documents" shall mean this Agreement, the Revolving Loan Note
and
any other instruments, certificates or documents delivered or
contemplated to be
delivered hereunder or thereunder or in connection herewith or
therewith, as the
same may be supplemented or amended from time to time hereafter in
accordance
herewith or therewith, and "Loan Document" shall mean any of the
Loan Documents.
"Person" shall mean any individual, corporation, partnership,
limited
liability company, joint-stock company, trust, unincorporated
organization or
association, joint venture, government or political subdivision or
agency
thereof, or any other entity.
"Post-Default Rate" shall mean, in respect of any principal of any
Loan
or any other amount under this Agreement, the Revolving Loan Note
or any other
Loan Document that is not paid when due to the Lender (whether at
stated
maturity, by acceleration, by optional or mandatory prepayment or
otherwise), a
rate per annum during the period from and including the due date to
but
excluding the date on which such amount is paid in full equal to
the lesser of
fifteen percent (15%) or the maximum amount permitted by applicable
Law.
"Request for Borrowing" has the meaning assigned to such term
in
Section 2.3(a).
"Revolving Loan Note" means the promissory note of the
Borrower,
payable to the order of the Lender, in substantially the form of
Exhibit B
hereto, evidencing the aggregate indebtedness of the Borrower to
the Lender
resulting from Loans made by the Lender.
"Term of this Agreement" means from the date hereof and for a
period of
five (5) years thereafter unless sooner terminated by the
Lender..
"Total Loan Amount" shall mean up to $250,000, as such amount may
be
reduced from time to time in accordance with this Agreement.
Section 1.2 Construction. Unless the context of this Agreement
otherwise clearly requires, references to the plural shall include
the singular,
references to the singular shall include the plural, references to
the part
shall include the whole and references to any masculine, feminine
or neuter
pronoun shall include all other genders. References in this
Agreement to
"determination" of or by the Lender shall be deemed to include good
faith
estimates by the Lender (in the case of quantitative
determinations) and good
faith beliefs by the Lender (in the case of qualitative
determinations). The
words "hereof," "herein," "hereunder" and similar terms in this
Agreement refer
to this Agreement as a whole and not to any particular provision of
this
Agreement. Any references herein to Articles, Sections, Exhibits or
Schedules
are references to Articles, Sections, Exhibits and Schedules of or
to this
Agreement unless otherwise expressly specified. The Section and
other headings
contained in this Agreement and the Table of Contents preceding
this Agreement
are for reference purposes only and shall not control or affect the
construction
of this Agreement or the interpretation thereof in any respect.
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ARTICLE 2
LOANS, NOTES AND PREPAYMENTS
Section 2.1
Loans.
(a) The Lender agrees, on the terms and conditions of this
Agreement,
to make Loans (individually, a "Loan"; collectively, the "Loans")
to the
Borrower in Dollars, on any Business Day during the Term of this
Agreement in an
aggregate principal amount at any one time outstanding up to but
not exceeding
the Total Loan Amount. This Agreement shall not obligate the Lender
to make any
specific Loans to the Borrower, but if Loans are made up to the
Total Loan
Amount, such Loans will be pursuant to the terms and conditions of
this
Agreement and the Revolving Loan Note. Subject to the terms and
conditions of
this Agreement, during such period the Borrower may borrow, repay
and re-borrow
hereunder. All previous loans made by the Lender to the Borrower
will be subject
to the terms and conditions of this Agreement and shall be included
in the terms
"Loan" or "Loans" in this Agreement.
(b) In no event shall a Loan be made when any Event of Default
has
occurred and is continuing or would exist after the making of such
Loan on such
Funding Date.
Section 2.2
Notes.
(a) The Loans made by the Lender shall be collectively evidenced by
the
Revolving Loan Note, dated the date hereof, payable to the Lender
in a principal
amount equal to the amount of the Total Loan Amount then
outstanding plus
accrued interest.
(b) The date and amount of each Loan made by the Lender to the
Borrower, and each payment made on account of the principal
thereof, shall be
recorded by the Lender on its books and, prior to any transfer of
the Revolving
Loan Note, endorsed by the Lender on the schedule attached to the
Revolving Loan
Note or any continuation thereof; provided that the failure of the
Lender to
make any such recordation or endorsement shall not affect the
obligations of the
Borrower to make a payment when due of any amount owing hereunder
or under the
Revolving Loan Note in respect of the Loans.
Section 2.3
Procedure for Borrowing.
(a) The Borrower may request a borrowing hereunder, on any Business
Day
during the Term of this Agreement by delivering to the Lender a
written Request
for Borrowing, substantially in the form of Exhibit A hereto,
signed by an
Authorized Officer.
(b) If the Lender agrees to fund the Request for Borrowing, the
amount
of the requested borrowing shall be advanced in immediately
available funds,
without deduction, set-off or counterclaim, to the Borrower's
Account, not later
than ten days after receipt of the Request for Borrowing.
Section 2.4
Repayment of Loans.
(a) The total outstanding principal balance of each outstanding
Loan
shall be immediately due and payable on demand by the Lender.
(b) Each Loan shall bear interest at a rate per annum equal to
seven
percent (7%).
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(c) Notwithstanding the foregoing, the Borrower hereby promises to
pay
to the Lender interes
