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RELATED PARTY NOTE PAYABLE - Note 3
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements  
RELATED PARTY NOTE PAYABLE - Note 3

NOTE 3 - RELATED PARTY NOTE PAYABLE

On April 29, 2011, we entered into a Fifth Amended and Restated Secured Promissory Note, or the Fifth Amended Note, with The RHL Group and we agreed to guaranty MMR's obligations under the Fifth Amended Note (the "Guaranty"). The Fifth Amended Note amends and restates the April 29, 2010 Fourth Amended and Restated Secured Promissory Note Agreement. The Fifth Amended Note matured April 29, 2012, and bears interest at the lesser of 10% or the highest rate then permitted by law, and is secured by the Security Agreement. The reserve credit line of the Fifth Amended Note remains at $3,000,000.

On June 22, 2012, the Company and The RHL Group entered into a Sixth Amended and Restated Promissory Note, or the Sixth Amended Note. The Sixth Amended Note amended and restated that certain Fifth Amended and Restated Promissory Note by extending the maturity date of the Existing Note for one year to April 29, 2013 based on the original maturity date of April 29, 2012. The Amended Note does not materially alter the terms of the Existing Note other than for the fact that there were no loan origination fees charged by The RHL Group on this renewal. In connection with the Sixth Amended Note, the Company issued The RHL Group warrants to purchase 2,852,200 shares of the Company common stock at $0.02 per share. Such warrants are fully vested and are exercisable either in cash or on a cashless basis at any time prior to the fifth anniversary of the date of issuance.

 

On July 30, 2012, the Company and The RHL Group amended and restated the Sixth Amended and Restated Note by entering into that certain Seventh Amended and Restated Promissory Note (the "Amended Note"), effective as of July 30, 2012. The Amended Note amends and restates that certain Sixth Amended and Restated Promissory Note entered into between the foregoing parties, effective April 29, 2012 (the "Existing Note" and together with its predecessor notes and the Amended Note, the "Credit Facility" or the "Line of Credit"), by: (i) increasing the amount available under the Credit Facility from $3,000,000 to $4,500,000 to accommodate additional financing needs of the Company and/or MMR Inc.; and (ii) granting The RHL Group the right to convert, at any time following the date of the Amended Note, up to an aggregate of $500,000 in outstanding principal of the Credit Facility into shares of the Company's Common Stock at a conversion price of $0.02 per share. The amendment did not change the maturity date of the Existing Note which is due to mature on April 29, 2013. There were no loan origination fees charged by, or warrants issued to, The RHL Group with respect to the Amended Note. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

 

The Seventh Amended Note had a balance of $1,640,328 at September 30, 2012. The components of the Seventh Amended Note and the related balance sheet presentation as of September 30, 2012 are as follows: $1,005,974, which are included in the line of credit, related party; and $634,353 for other obligations due to The RHL Group, which are included in related party payables.

 

Total interest expense on the Line of Credit for the three months ended September 30, 2012 and 2011 amounted to $39,201 and $27,930 respectively. Total interest expense on this note for the nine months ended September 30, 2012 and 2011 amounted to $116,155 and $88,530 respectively. The unpaid interest balances as of September 30, 2012 and December 31, 2011 were $29,478 and $24,145, respectively.

 

In conjunction with the Seventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after September 30, 2012. Since we weren't able to meet the covenants as of September 30, 2012, we received a waiver from The RHL Group until November 30, 2012.

 

Additional information regarding the Seventh Amended and Restated Note is contained as Exhibit 10.3 in our quarterly report 10-Q, as filed with the SEC on August 14, 2012.