REVOLVING PROMISSORY
NOTE
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$1,000,000.00
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May 6,
2005
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FOR VALUE
RECEIVED, ProLink
Solutions, LLC , a Delaware corporation (“
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 One
Million and No/100 Dollars ($1,000,000.00) (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 May 6, 2005 between
Borrower and Lender (the “Loan Agreement”), and all of
the terms and conditions of the Loan Agreement, including, without
limitation, the “standstill” provisions, 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 May 5, 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 twelve percent (12%) 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 ninety (90) days after 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
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