exv10w2



 








Exhibit 10.2




TERM PROMISSORY NOTE

(Floating Rate)




	 	 	 	 	 
	BORROWER’S NAME AND ADDRESS	 	OFFICER	 	MATURITY DATE
	ProLink Holdings Corp.

ProLink Solutions, LLC

410 S. Benson Lane

Chandler, Arizona 85224

	 	K. Ehrhardt
	 	September 30, 2006






	 	 	 	 	 
	$2,000,000.00

	 	Phoenix, Arizona
	 	June 30, 2006






On September 30, 2006 (the “Maturity Date”), for value received, PROLINK HOLDINGS CORP., a Delaware
corporation and PROLINK SOLUTIONS, LLC, an Arizona limited liability company (individually and/or
collectively as the context requires, “Borrower”), jointly and severally, promise to pay to the
order of COMERICA BANK or its successor-in-interest (“Lender”), at its office at 75 East Trimble
Road, San Jose, California 95131, or at such other place as Lender may from time to time designate
in writing, the principal sum of Two Million and No/100 Dollars ($2,000,000.00), or so much thereof
as may be advanced from time to time, together with interest from the date of disbursement computed
on the principal balances hereof from time to time outstanding, adjusted daily to the rate which is
two percent (2.0%) per annum in excess of the Base Rate of interest (as herein defined) being
charged by Lender (“Note”). For the purpose of this Note, the Base Rate is that rate so announced
by Lender as its “base rate” from time to time and which serves as the basis upon which effective
rates of interest are calculated for those loans making reference thereto. The interest rate
payable hereunder shall fluctuate with any change in the Base Rate, and such fluctuation in the
interest rate shall be effective on the effective date of each and every change in the Base Rate
as, from time to time, announced by Lender at its corporate headquarters in San Jose, California.
Should Lender no longer exist or fail to announce a “base rate,” the Base Rate shall be the annual
rate of interest publicly announced from time to time by Bank of America, N.A. as its “prime” rate
of interest.



On each of July 31, 2006 and August 31, 2006, Borrower shall make a principal payment of
$55,555.56, plus accrued interest with a final payment of all outstanding principal plus accrued
interest on the Maturity Date. Interest shall be computed daily based upon a three hundred sixty
(360) day year for the actual number of days elapsed. Should interest not be paid when due, it
shall become part of the principal and thereafter bear interest as herein provided.



Should default be made in the payment of principal or interest when due or in the performance or
observance when due of any term, covenant or condition of any deed of trust, security agreement or
other agreement (including amendments and extensions thereof) securing or pertaining to this Note,
then, at the option of Lender hereof and without notice or demand, the entire balance of principal
and accrued interest then remaining unpaid shall become immediately due and payable and thereafter
bear interest, until paid in full, at the increased rate of five percent (5%) per annum over and
above the interest rate(s) contracted for herein as it may vary from time to time. Borrower
acknowledges and agrees that during the time that any payment of principal, interest or other
amounts due under this Note is delinquent, Lender will incur additional costs and expenses



 









 







attributable to its loss of use of the money due and to the adverse impact on Lender’s ability to
avail itself of other opportunities. Borrower acknowledges and agrees that it is extremely
difficult and impractical to ascertain the extent of such costs and expenses and that proof of
actual damages would be costly or inconvenient. Borrower therefore agrees that interest at the
increased rate of five percent (5%) per annum over and above the interest rate(s) contracted for in
this Note represents a reasonable sum considering all the circumstances existing on the date of
this Note and represents a fair and reasonable estimate of such costs and expenses. No delay or
omission on the part of Lender hereof in exercising any right hereunder, or under any such deed of
trust, security agreement or other agreement shall operate as a waiver of such right or of any
other right under this Note or under any such deed of trust, security agreement or other agreement.



If any payment of principal or interest under this Note shall not be made within fifteen (15)
calendar days of the date due, a late charge of five percent (5%) of the overdue amount may be
charged by Lender for the purpose of defraying the expenses incident to handling such delinquent
payments. Borrower acknowledges and agrees that it is extremely difficult and impractical to
ascertain the extent of such expenses and that proof of actual damages would be costly or
inconvenient. Borrower therefore agrees that such late charge represents a reasonable sum
considering all of the circumstances existing on the date of this Note and represents a fair and
reasonable estimate of the costs that will be sustained by Lender due to the failure of Borrower to
make timely payments. Such late charge shall be paid without prejudice to the right of Lender to
collect any other amounts provided to be paid or to declare a default under this Note or under the
Deed of Trust referred to in this Note or from exercising any of the other rights and remedies of
Lender, including, without limitation, the right to declare the entire balance of principal and
accrued interest then remaining unpaid immediately due and payable, subject to notice and cure as
provided in the Loan Agreement.



Borrower agrees to pay the contracted rate of interest, which includes interest at the rate set
forth herein and all costs and fees associated with obtaining this credit accommodation to the
extent any such costs and fees are deemed interest under applicable law. Borrower and Lender agree
that none of the terms and provisions contained herein shall be construed to create a contract for
the use, forbearance or detention of money requiring payment of interest at a rate in excess of the
maximum interest rate permitted to be charged by the laws of the State of Arizona. In such event,
if any holder of this Note shall collect monies which are deemed to constitute interest which would
otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate
permitted to be charged by the laws of the State of Arizona, all such sums deemed to constitute
interest in excess of such maximum rate shall, at the option of the holder, be credited to the
payment of other amounts payable hereunder or returned to Borrower.



If this Note is not paid when due, whether at its specified or accelerated Maturity Date, Borrower
promises to pay all costs of collection and enforcement of this Note, including, but not limited
to, reasonable attorneys’ fees and costs, incurred by Lender on account of such collection or
enforcement, whether or not suit is filed hereon.



Principal and interest shall be payable in lawful money of the United States without set off,
demand or counterclaim. Borrower waives the defense of the statute of limitations in any action on
this Note. Presentment, notice of dishonor, and protest are waived by all makers, sureties,



 









 







guarantors and endorsers of this Note. Such parties expressly consent to any extension of the time
of payment hereof or any installment hereof, to any renewal, and to the release of any or all of
the security given for the payment of this Note or the release of any party liable for this
obligation.



Borrower agrees that Lender may provide any financial or other information, data or material in
Lender’s possession relating to Borrower, this Note, the loan evidenced by this Note, the property
or the improvements, to Lender’s parent, affiliate, subsidiary, participants or service providers,
without further notice to Borrower.



This Note is secured by the Collateral as such capitalized term is defined in that certain Loan and
Security Agreement dated of even date herewith. This Note shall be governed and construed in
accordance with the laws of the State of Arizona.



Borrower may prepay this Note in whole or in part without penalty. No partial prepayment shall
affect the obligation of Borrower to pay the next and subsequent regular installments payable
hereunder until the entire balance of principal and interest shall have been paid in full.



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	PROLINK HOLDINGS CORP., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Barry
Sullivan                                                 	 	 
	 	 	Name: Barry Sullivan	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PROLINK SOLUTIONS, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Barry
Sullivan                                                 	 	 
	 	 	Name: Barry Sullivan	 	 
	 	 	Title: Chief Financial Officer	 	 






NOTICE: THIS NOTE CONTAINS PROVISIONS FOR A VARIABLE INTEREST RATE WHICH MAY RESULT IN INCREASES
IN THE INTEREST RATE AND IN THE MONTHLY INSTALLMENTS.