SECURED REVOLVING NOTE
$5,000,000.00 March ___, 2006
FOR VALUE RECEIVED, the undersigned, DIRECT RESPONSE FINANCIAL
SERVICES, INC., D/B/A Direct2Own, a Colorado corporation (the "Borrower"),
hereby unconditionally promises to pay to the order of RAVINIA FUNDING, LLC, an
Illinois limited liability company (the "Lender"), at the Lender's office at 000
Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, or at such other place
as the Lender may from time to time designate in writing, on December 1, 2009,
in lawful money of the United States of America and in immediately available
funds, the principal sum of Five Million ($5,000,000) Dollars, or, if an amount
other than $5,000,000, the aggregate unpaid principal amount of all advances
made pursuant to this Note outstanding on such date. This Secured Revolving Note
is referred to in and was executed and delivered in conjunction with that
certain Revolving Loan and Security Agreement of even date herewith (the "Loan
Agreement") between the Borrower and Lender. Reference is hereby made to the
foregoing document for a statement of certain of the terms and conditions under
which the loan evidenced hereby was made and is to be repaid and for a statement
of the Lender's remedies. Capitalized terms used but not defined herein shall
have the specific meaning assigned to them in the Loan Agreement.
The Borrower further agrees to apply all Proceeds from
Collection of Accounts to pay down this Note in accordance with the amortization
schedule attached as Exhibit A hereto.
The Borrower further unconditionally promises to pay to Lender
on the first (1st) day of each calendar month, commencing on April 1, 2006 until
the principal balance hereunder is fully repaid, interest at the rate of
twenty-two percent (22%) per annum, calculated on the basis of a three hundred
sixty (360) day year for the actual number of days elapsed.
This Secured Revolving Note is secured pursuant to the Loan
Agreement, and reference is made thereto for a statement of the terms and
conditions of such security.
The Borrower hereby waives demand, presentment, protest, and
notice of demand, presentment, protest and nonpayment. The Borrower also waives
all rights to notice and hearing of any kind upon the occurrence of an Event of
Default prior to the exercise by the Lender of its rights to repossess the
collateral security without judicial process or to replevy, attach or levy upon
such Collateral without notice or hearing.
In addition to and not in limitation of the foregoing and the
provisions of the Letter Agreement, the undersigned further agrees to pay all
expenses, including attorneys' fees and legal expenses, incurred by the holder
of this Secured Revolving Note in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.
THIS SECURED REVOLVING NOTE HAS BEEN DELIVERED AT CHICAGO,
ILLINOIS AND SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES. WHENEVER POSSIBLE EACH PROVISION OF THIS SECURED
REVOLVING NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SECURED REVOLVING NOTE SHALL
BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS
SECURED REVOLVING NOTE. WHENEVER IN THIS SECURED REVOLVING NOTE REFERENCE IS
MADE TO THE LENDER OR THE BORROWER, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE,
AS APPLICABLE, A REFERENCE TO ITS RESPECTIVE SUCCESSORS AND ASSIGNS. THE
PROVISIONS OF THIS SECURED REVOLVING NOTE SHALL BE BINDING UPON AND SHALL INURE
TO THE BENEFIT OF SUCH SUCCESSORS AND ASSIGNS. THE BORROWER'S SUCCESSORS AND
ASSIGNS SHALL INCLUDE, WITHOUT LIMITATION, A RECEIVER, TRUSTEE OR DEBTOR IN
POSSESSION OF OR FOR THE BORROWER.
DIRECT RESPONSE FINANCIAL SERVICES, INC.
d/b/a Direct2Own
By:
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Name:
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Its:
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EXHIBIT A
Amortization Schedule
