Exhibit (99)
PROMISSORY NOTE
REVOLVING CREDIT
August 1, 2005 $ 2,087,278
Islandia, New York (Initial Principal Amount)
FOR THE VALUE RECEIVED, MURRAY UNITED DEVELOPMENT CORPORATION, a
Delaware corporation (hereinafter referred to as "Borrower"), having a mailing
address at P.O.Box 224, Landing, New Jersey 07850, its successors and/or
assigns, promises to pay to the order of ANTHONY CAMPO (together with his
successors and/or assigns hereinafter referred to as the "Lender") at 17
Seaforth Lane, Huntington, New York 11743, or at any other address as the Lender
may designate, an aggregate principal amount, which as of the date hereof is two
million eighty-seven thousand two hundred seventy-eight dollars ($2,087,278).
Such principal amount has been made in one or more disbursements (the
"Disbursements") by Lender to Borrower, or on Borrower's behalf.
A. This Note evidences the Borrower's indebtedness to Lender for all
amounts due and owing as of the date of this Note and supersedes all notes
previously delivered by the Borrower to Lender evidencing all or any portion of
such indebtedness, including but not limited to the Notes dated April 20, 1994,
November 15, 1994, March 24, 1995, October 20, 1995, August 1, 1998, August 1,
2000, August 1, 2001, August 1, 2002, August 1, 2003, and August 1, 2004.
B. The parties agree that any additional disbursements by Lender to
Borrower or on Borrower's behalf shall be added to the principal balance due to
Lender, with interest to accrue thereon according to the terms and conditions of
this Note.
C. The Parties agree that the Lender may accelerate payment of this
Note in the event of a default by Borrower hereunder. In the event that the
Lender should accelerate payment of this Note, the Lender may, without notice or
demand, declare the entire principal amount and all unpaid accrued interest
thereon immediately due and payable.
D. Payments on this Promissory Note shall be made at the address of
Lender contained above, or at any other place Lender designates in writing from
time to time, and shall be made until all of said principal and interest due
hereunder shall be paid in full. Interest shall not accrue on any Disbursements
until the funds are advanced to Borrower's bank account or to third parties on
its behalf.
E. Borrower shall pay interest at a rate of Seven and One-Half percent
(7.5%) per annum on the outstanding principal balance hereunder from the date of
of this Note until the last principal payment due under this Note shall be paid.
Interest on this Note shall be computed on the basis of a 360 day year.
F. Borrower shall make payments on this Note as follows:
1. For the period from the date hereof through July 31,
2006 Borrower shall pay accrued interest on the
unpaid principal amount outstanding (calculated as
aforesaid) quarterly on each November 1, February 1,
May 1 and August 1.
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2. The full principal amount of this Note shall be due
and payable on August 1, 2006.
G. The Lender shall have the right convert all or any portion of the unpaid
principal amount of this Note and/or any accrued and unpaid interest hereon at
any time during the term of this Note at the rate of one share of common stock
of the Borrower for each three-quarters of one cent ($.0075) of the aforesaid
principal and/or interest elected to be converted; provided, however, that the
maximum number of shares of Common Stock of Borrower that Lender may acquire
upon such conversion shall not exceed eighty-nine million (89,000,000) shares.
The Lender shall make the election by giving written notice to the Borrower,
specifying the dollar amount of principal and/or interest to be converted. Upon
receipt of the written notice by Lender, all principal and/or interest specified
in such written notice shall be deemed converted into such shares of common
stock, and the Borrower's obligation under this Note, to the extent so
converted, shall cease to be outstanding.
H. The parties agree that the Borrower shall not dilute any of the
existing stock or issue new stock of MURRAY UNITED DEVELOPMENT CORP. without the
written permission of the Lender.
I. The occurrence of any of the following events shall constitute an
event of default hereunder, which shall cause the entire unpaid balance of this
Note, and accrued interest, to become immediately due and payable without
requiring the Lender to make a demand on the Borrower:
1. If Borrower shall default in the performance
of any obligation of the Borrower, including
but not limited to the payment of principal
and/or interest due upon the Note, for a
period of fifteen (15) days after the due
date thereof and Lender provides written
notice of such default to Borrower;
2. If Borrower voluntarily suspends the
operation of its business;
3. If Borrower makes an assignment for the
benefit of its creditors;
4. If Borrower files a voluntary petition under
the United States Bankruptcy Code, as
amended, or any other federal or state
insolvency law, or applies for or consents
to the appointment of a receiver, trustee or
custodian of all or part of its property;
5. If Borrower shall submit and file an answer
admitting to the jurisdiction of the Court
and material allegations of an involuntary
petition filed against it under the
Bankruptcy Code, as amended, or any other
federal or state insolvency law, or fails to
have such petition dismissed within 45 days
after its filing;
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6. If an order of relief is entered into
following the filing of an involuntary
petition against the Borrower under the
United States Bankruptcy Code, as amended,
or any other federal or state insolvency
law, or if an order shall be entered
appointing a trustee, receiver or custodian
of all or part of Borrower's property;
7. Upon the sale of all or a substantial amount
of the assets of Borrower.
Failure to exercise any of Lender's rights hereunder shall not
constitute a waiver of the rights to exercise same in the event of any
subsequent default.
J. Borrower shall reimburse Lender, upon demand, for all costs
and expenses incurred in connection with the collection and/or
enforcement of this Note, including but not limited to reasonable
attorney fees and expenses, whether or not a lawsuit is actually
commenced.
K. Lender agrees that the indebtedness evidenced by this Note is
subordinated in right of payment to the prior payment in full of
indebtedness of the Borrower to any lender of funds to Borrower if the
terms of documentation evidencing any such loan expressly provide that
such funds are senior in right of payment to any other borrowed funds
of the Borrower ("Senior Indebtedness") , and agrees that such
subordination is for the benefit of the holder of the Senior
Indebtedness; provided, however, that this Note shall be senior in
right of payment to any other unsecured indebtedness (other than for
borrowed money) of the Borrower, including, but not limited to trade
payables.
L. In the event that any payment shall be due on a Saturday,
Sunday or public holiday, the parties agree that said payment may be
made the next succeeding business day.
M. The Parties agree that the Borrower has the right to prepay
the principal amount of this Note. If Borrower should exercise this
option, Lender shall have the right to exercise his option to convert
any portion of the unpaid principal prior to prepayment.
N. No alteration, amendment or waiver of any provision of this
Note shall constitute a waiver of any other term hereof, or otherwise
release or discharge the liability of Borrower under this Note, unless
the Lender shall agree to such alteration, amendment or waiver in
writing.
O. To the fullest extent permitted by law, Borrower hereby
waives presentment, demand for payment, notice of dishonor, notice of
protest and all other notices or demands of any kind with respect to
this Note.
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P. This Note may not be modified , terminated or discharged, nor
shall any waiver hereunder be effective, unless in writing signed by the
party against whom the same is asserted. This Note shall be construed in
accordance with and governed by the laws of the State of New York.
Q. If any term of this Note conflicts with law, the parties
agree that all other terms of this Note shall remain in effect without
the conflicting term. This means that any of the terms of the this Note
that conflict with the law may be separated from the remaining terms,
and the remaining terms will still be enforced.
MURRAY UNITED DEVELOPMENT CORPORATION
By: DWIGHT FOSTER
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Dwight Foster
Chief Executive Officer