Exhibit 99
PROMISSORY NOTE
REVOLVING CREDIT
August 1, 2006 $ 969,562
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
nine hundred sixty-nine thousand five hundred sixty-two dollars ($969,562). 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, August 1, 2004,
and August 1, 2005.
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 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, 2007 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, 2007.
G. 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;
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.
H. Failure to exercise any of Lender's rights hereunder shall not
constitute a waiver of the right to exercise same in the event of any subsequent
default.
I. 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.
J. 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
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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.
K. 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.
L. The Parties agree that the Borrower has the right to prepay the
principal amount of this Note.
M. 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.
N. 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.
O. 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.
P. 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
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