Exhibit 99.1
REVOLVING CREDIT AGREEMENT
BY AND BETWEEN
MYCOM GROUP, INC.
as Borrower
AND
▇▇▇▇▇▇ FAMILY PARTNERS, LTD., ▇▇▇▇▇▇▇ FAMILY TRUST, LA MIRAGE TRUST and
BLEU RIDGE CONSULTANTS, INC. PROFIT SHARING PLAN
as Lender
Dated as of April 2, 2007
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
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
▇▇▇▇▇▇ Family Partners, Ltd. ("▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ Family Trust ("▇▇▇▇▇▇▇"), 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the General Partner of the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
"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 interest at the applicable Post-Default Rate on any principal of
any Loan and on any other amount payable by the Borrower hereunder or under the
Revolving Loan Note that shall not be paid in full when due (whether at stated
maturity, by acceleration or by mandatory prepayment or otherwise), for the
period from and including the due date thereof to but excluding the date the
same is paid in full (both before and after judgment). Any payment due and owing
at the Post-Default Rate shall be payable on demand by the Lender.
Section 2.5 Optional Prepayments.
(a) The Loans are pre-payable at any time without premium or penalty,
in whole or in part. Any amounts prepaid shall be applied first to the payment
of interest then to the payment of outstanding principal until paid in full.
Amounts prepaid may be re-borrowed in accordance with the terms of this
Agreement.
Section 2.6 Indemnity. Upon demand by the Lender, the Borrower agrees
to indemnify the Lender and to hold the Lender harmless from any net loss or
expense (not to include any lost profit or opportunity) which the Lender may
sustain or incur as a consequence of default by the Borrower in making any
payments due under this Agreement.
Section 2.7 Computations. Interest on the Loans shall be computed on
the basis of a 365-day year and the actual number of days elapsed in any
interest period.
Section 2.8 Repayment of the Loans. All payments shall be applied
first, to the payment of interest, if any, which is due and payable with respect
to the Loans; second, to the payment of all fees, expenses and indemnities due
and payable hereunder; and then to the repayment of the aggregate unpaid
principal amount of the Loans which is due and payable.
ARTICLE 3
EVENTS OF DEFAULT
Section 3.1 Events of Default. Each of the following events
shall constitute an "Event of Default" hereunder:
The Borrower shall be the subject of an Insolvency Event; or
(a) The Borrower shall fail to perform or observe any material term,
covenant or agreement contained in this Agreement or any other agreement or
document executed in connection herewith or therewith on its part to be
performed or observed and any such failure shall remain unremedied for twenty
(20) Business Days, after written notice thereof shall have been given by the
Lender to the Borrower; or
(b) There shall have been any material adverse change in the financial
condition or operations of the Borrower and such material adverse change remains
unremedied for 14 days thereafter; or
(c) The Borrower shall fail to pay any principal of or interest on the
indebtedness evidenced by the Revolving Loan Note when the same becomes due and
payable.
Section 3.2 Remedies.
Upon the occurrence of one or more Events of Default in Section 3.1,
the Lender may immediately declare the principal amount of the Loans then
outstanding under the Revolving Loan Note to be immediately due and payable,
together with all interest thereon and fees and expenses accruing under this
Agreement.
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ARTICLE 4
MISCELLANEOUS
Section 4.1 Amendments, etc. No amendment or waiver of any provision of
this Agreement or the Revolving Loan Note, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Lender, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
Section 4.2 Notices, etc. All notices and other communications provided
for hereunder shall be in writing (including, facsimile or email communication)
and mailed, , faxed, emailed or delivered, if to the Borrower, at its address at
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇, President, and if to the Lender, at the address of ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or, as to each party, at such other
address, including email address as shall be designated by such party in a
written notice to the other party. All such notices and communications shall be
effective, upon receipt, or in the case of (i) notice by mail, upon return of
the completed delivery receipt when sent via United States certified mail, (ii)
notice by overnight courier, one Business Day after being deposited with a
national overnight courier service, or (iii) notice by facsimile or email, when
faxed or emailed against receipt of answer back, except that notices and
communications to the Lender pursuant to Article 2 shall not be effective until
received by the Lender.
Section 4.3 No Waiver; Remedies. No failure on the part of the Lender
to exercise, and no delay in exercising, any right hereunder or under the
Revolving Loan Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by Law.
Section 4.4 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Borrower and the Lender and their respective
successors and assigns.
Section 4.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Colorado.
Section 4.6 Usury Laws. It is not intended hereby to charge interest at
a rate in excess of the maximum rate of interest permitted to be charged to
Borrower under applicable Law, but if, notwithstanding such intention, interest
in excess of the maximum rate shall be paid under this Agreement or the
Revolving Loan Note, the excess shall be applied to principal and the Interest
Rate on the Revolving Loan Note shall be adjusted to the maximum permitted under
applicable Law during the period or periods that the Interest Rate otherwise
provided herein would exceed such rate.
Section 4.7 Section Headings. All section headings are inserted for
convenience of reference only and shall not affect any construction or
interpretation of this Agreement.
Section 4.8 Execution. This Agreement may be executed, manually or by
facsimile signature, in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.
[Remainder of Page Intentionally Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Revolving
Credit Agreement to be executed by their respective officer hereunto duly
authorized, as of the date first above written.
MYCOM GROUP, INC.,
a Nevada corporation,
By:
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇▇▇▇ FAMILY PARTNERS, LTD.,
By:
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Partner
▇▇▇▇▇▇▇ FAMILY TRUST
By:
-----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee
LA MIRAGE TRUST
By:
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
BLEU RIDGE CONSULTANTS, INC. PROFIT SHARING PLAN
By:
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
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EXHIBIT A
TO
REVOLVING CREDIT AGREEMENT
FORM OF REQUEST FOR BORROWING
▇▇▇▇▇▇ Family Partners, Ltd.
▇▇▇▇▇▇▇ Family Trust
La Mirage Trust
Bleu Ridge Consultants, Inc. Profit
Sharing Plan
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The undersigned, MYCOM GROUP, INC. (the "Company"), refers to the
Revolving Credit Agreement dated as of April 2, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement"; the
terms defined therein being used herein as therein defined) by and between the
Company, as Borrower, and ▇▇▇▇▇▇ FAMILY PARTNERS, LTD., ▇▇▇▇▇▇▇ FAMILY TRUST,
,LA MIRAGE TRUST and, BLEU RIDGE CONSULTANTS, INC. PROFIT SHARING PLAN,
collectively as Lender, and hereby gives you notice pursuant to Section 2.3(a)
of the Loan Agreement that the Company requests a Loan under Section 2.1 of the
Loan Agreement in the amount of $____________________.
Dated: ________________________, _________
MYCOM GROUP, INC.,
a Nevada corporation
By:
----------------------------------
Name:
-----------------------------
Title:
-----------------------------
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EXHIBIT B
TO
REVOLVING CREDIT AGREEMENT
FORM OF REVOLVING LOAN NOTE
REVOLVING LOAN NOTE
LENDER: BORROWER:
▇▇▇▇▇▇ Family Partners, Ltd. Mycom Group, Inc.
▇▇▇▇▇▇▇ Family Trust ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇ Trust ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Bleu Ridge Consultants, Inc. Profit
Sharing Plan INTEREST RATE: 7%
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
PRINCIPAL AMOUNT: $250,000
DATE OF NOTE: April 2, 2007
1. Promise to Pay. Mycom Group, Inc., a Nevada corporation
("Borrower"), promises to pay to ▇▇▇▇▇▇ Family Partners, Ltd., ▇▇▇▇▇▇▇ Family
Trust, La Mirage Trust and, Bleu Ridge Consultants, Inc. Profit Sharing Plan
(collectively, the "Lender"), or order, in lawful money of the United States of
America and in immediately available funds, the principal sum of TWO HUNDRED
FIFTY THOUSAND AND NO/100 DOLLARS ($250,000) (or such lesser amount as shall
equal the aggregate unpaid principal amount of the Loans made by the Lender to
the Borrower under the Revolving Credit Agreement by and between Borrower and
Lender dated as of April 2, 2007, as amended, supplemented or otherwise modified
and in effect from time to time, the "Loan Agreement"), on demand, and to pay
interest on the unpaid principal amount of each such Loan in like money and
funds, for the period commencing on the date of such Loan until such Loan shall
be paid in full, at the interest rate per annum set forth herein. Terms used but
not defined in this Note have the respective meanings assigned to them in the
Loan Agreement.
2. Recording of Loans. 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 this Revolving Loan Note ("Note"), endorsed by the Lender on the Schedule
attached hereto 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 under
the Loan Agreement or hereunder in respect of the Loans made by the Lender.
3. Payment. The loan, including all principal and accrued interest not
yet paid shall be due on demand. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs, then to accrued unpaid interest and any
remaining amount then to principal.
4. Interest Rate. The interest rate on this Note is seven percent (7%)
percent per annum.
5. Prepayment. Borrower may pay without penalty all or a portion of the
amount owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule, but rather, they will reduce the principal
balance due and may result in Borrower's making fewer payments.
6. Default. Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment within ten (10) days of when
due; (b) Borrower breaks any promise Borrower has made to Lender, or Borrower
fails to perform promptly at the time and strictly in the manner provided in
this Note or any agreement including but not limited to the Loan Agreement
related to this Note, or in any other agreement or loan Borrower has with
Lender; (c) Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material respect;
(d) Borrower becomes insolvent, a receiver is appointed for any part of
Borrower's property, Borrower makes an assignment for the benefit of Lender, or
any proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws or (e) Any creditor tries to take any of
Borrower's property.
7. Lender's Rights. Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately due,
without notice, and then Borrower will pay that amount. Upon default, including
failure to pay any payment within ten (10) days of when due or upon the final
maturity, whichever occurs first, Lender, at its option, may also, if permitted
under applicable law, do one or both of the following: (a) increase the interest
rate on this Note to 18%; (b) access a late fee of 5% of the payment due and (c)
add any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any increased
rate). The interest rate will not exceed the maximum rate permitted by
applicable law. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender's attorney's fees and legal
expenses whether or not there is a lawsuit, including attorney's fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law. This Note has
been delivered to Lender and accepted by Lender in the State of Colorado. This
Note shall be governed by and construed exclusively in accordance with the laws
of the State of Colorado.
8. Joint and Several Liability; Waiver of Maker. Maker and each party
liable hereon in any capacity, whether as endorser, surety, guarantor or
otherwise, and all others who may become liable, primarily or secondarily, for
all or any part of the obligations, jointly and severally:
a. Waives presentment for payment, demand, protest and notice
of presentment, notice of protest, notice of non-payment and notice of dishonor
of this debt and each and every other notice of any kind respecting this Note
and all lack of diligence or delays in collection or enforcement hereof;
b. Agrees that Lender and any subsequent holder of this Note,
at any time or times, without notice to the undersigned or its consent, may
grant extensions of time, without limit as to the number of the aggregate period
of such extensions, for the payment of any principal, interest or other sums due
hereunder;
c. To the extent permitted by law, waives all exemptions under
the laws of the State of Colorado and/or any state or territory of the United
States;
d. Consents to the release of any security, and agrees that
any such extension or release may be made without notice to any of the parties
and without in any way affecting or discharging liability for the obligations
hereunder;
e. To the extent permitted by law, waives the benefit of any
law or rule of law intended for its advantage or protection as an obligor
hereunder or providing for its release or discharge from liability hereon, in
whole or in part, on account of any facts or circumstances other than full and
complete payment of all amounts due hereunder; and
f. Agrees to pay, in addition to all other sums of money due,
all cost of collection and attorney's fees, whether suit be brought or not, if
this Note is not paid in full when due, whether at the stated maturity or by
acceleration.
9. Miscellaneous.
a. It is not intended hereby to charge interest at a rate in
excess of the maximum rate of interest permitted to be charged to Borrower under
applicable law, but if, notwithstanding such intention, interest in excess of
the maximum rate shall be paid hereunder, the excess shall be applied to
principal and the interest rate on this Note shall be adjusted to the maximum
permitted under applicable law during the period or periods that the interest
rate otherwise provided herein would exceed such rate.
b. Any reference herein to the Lender shall be deemed to
include and apply to every subsequent holder of this Note.
c. This Note shall be governed by and construed in accordance
with the laws of the State of Colorado, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof. The
Borrower agrees that process may be served upon it in any manner authorized by
the laws of the State of Colorado for such person and waives and covenants not
to assert or plead any objection that it might otherwise have to such
jurisdiction and such process.
BORROWER:
Mycom Group, Inc.
By:
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
SCHEDULE OF LOANS
This Note evidences Loans made under the within-described Revolving
Credit Agreement to the Borrower, on the dates and in the principal amounts set
forth below, and subject to the payments and prepayments of principal set forth
below:
Principal Unpaid
Amount Amount Paid Principal Notation
Date Made of Loan or Prepaid Amount Made By
--------- ------- ---------- ------ -------