Sample Business Contracts

Negotiable Promissory Note and Agreement - United Communications Hub Inc. and Qwest Communications Corp.

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$50,000        June _, 2004


     United  Communications  Hub,  Inc. ("Obligor") acknowledges and agrees that
(a)  Obligor  owes  to  Qwest  Communications  Corporation ("Qwest" or "Holder")
$50,000;  (b)  Qwest has the right to immediate payment of such $50,000; and (c)
the agreements and other covenants contained this Negotiable Promissory Note and
Agreement  (the  "Note"), including the obligation to pay and the obligations in
Section  3  hereof, are made in consideration of Qwest's agreement not to demand
immediate  payment  of  such  Principal.


     1.  Payment  of  Principal  and  Interest.  Obligor  hereby  absolutely and
unconditionally  promises  to  pay  to the order of Qwest or its assigns, at its
office  located  at  1801  California Street, Denver, Colorado (or at such other
place  as  the  Holder  may  designate by written notice to Obligor from time to
time),  the  principal  amount  of  FIFTY  THOUSAND  DOLLARS  ($50,000.00)  (the
"Principal").  Subject  to  earlier  payment  pursuant  to  Section  2  hereof,
Principal  is  payable  as  follows;  full  payment  shall  be made on or before
December  31,  2004.

     2.  Acceleration  Upon  Default.  The  Holder may declare the entire unpaid
principal  amount  of  this  Note to be immediately due and payable upon written
demand,  at  the Holder's election in its sole discretion, if any one or more of
the  following  events  of  default  (each,  an "Event of Default") shall occur;

          (a)  Bankruptcy,  etc.  of  Obligor. (i)  Obligor  commences any case,
proceeding  or  other  action  (A)  under  any  existing  or  future  law of any
jurisdiction,  domestic  or  foreign,  relating  to  bankruptcy,  insolvency,
reorganization  or  other relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or  seeking  reorganization,  arrangement,  adjustment, winding-up, liquidation,
dissolution,  composition  or  other  similar  relief  with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, conservator, custodian
or  other  similar  official  for  it  or for all or any substantial part of its
assets,  or  Obligor  shall  make  a  general  assignment for the benefit of its
creditors  (collectively,  "Proceeding");  or  (ii)  there  is commenced against
Obligor  any  Proceeding  of  a nature referred to in clause (i) above which (A)
results  either  in  the  entry  of a judgment, decree or other order for relief
("Order")  or  an  appointment  and  any  such  Order  or  appointment  remains
undismissed  in a manner reasonably satisfactory to Holder ("Undismissed") for a
period  of 60 days; the foregoing shall include the commencement against Obligor
of  any  Proceeding  seeking  issuance  of  a  warrant of attachment, execution,
distraint  or  similar process against all or any substantial part of its assets
which  results  in  the  entry  of  an  Order  for any such relief which remains
Undismissed  in a manner reasonably satisfactory to Holder for 60 days; or (iii)
Obligor  takes  any  action  substantially  in  furtherance  of,  or  expressly
indicating  its  consent to, approval of or acquiescence in, any of the acts set
forth  in clause (i) or (ii) above; or (iv) Obligor is generally not able to, or
expressly  admits in writing its inability to, pay its debts as they become due;

          (b)  Covenants.  Obligor  breaches or otherwise defaults in any of its
covenants  or  other  agreements  under this Note and such breach or the default
shall  not  be cured  within ten days of notice from Qwest provided that no such
notice  shall  be required in respect of any other Event of Default provided for
in  this  Section  2;

          (c)  Assertion. Obligor or any of its representatives asserts that any
provision  of  this  Note is not enforceable in accordance with its terms in any
material  respect.

          (d)  Representations. Any representation or warranty made  by  Obligor
herein proves to have been incorrect in any material respect when made;

          (e)  Judgment.  One or more  judgments  or  decrees is entered against
Obligor  involving  in  the aggregate a liability of $10,000 or more and (i) all
such  judgments  or  decrees  shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof or (ii) the judgment
creditors  with  respect  to such judgments or their successors or assigns shall
have  commenced enforcement proceedings, except for enforcement proceedings that
shall  have  remained stayed within 10 days after commencement, without any such
enforcement  in  any  material  respect  being  effected;  or

          (f)  Sale of Substantially All of its Assets. Obligor sells,  pledges,
mortgages,  otherwise  encumbers,  otherwise disposes of or otherwise transfers,
all  or  substantially  all of its assets, or agrees to do any of the foregoing.

     3.  Forebearance Agreements.

          (a)  Acknowledgements of Liability. Reference is hereby  made  to  the
Settlement  Memorandum signed by Obligor and Qwest and dated May 25, 2004 and to
the Settlement Agreement signed by Obligor and Qwest contemporaneously with this
Note.  Obligor acknowledges and agrees that as a result of the agreement reached
in  the  Settlement  Memorandum and the Settlement Agreement, Obligor owes Qwest
the  sum  identified  in  this  Note. Obligor also acknowledges and agrees that,
should  Obligor  fail to make full payment under this Note, Qwest is entitled to
reassert  claims  against  Obligor  for  additional  monies.

          (b)  Termination of Agreements. Obligor acknowledges that all existing
agreements  between  Obligor  and  Qwest (the "Existing Agreements"), except for
the Settlement Agreement and this Note have been terminated.

          (c)  Partial Payments. Any partial payments  made  by  Obligor  or any
other  party  on  Obligor's  behalf  and accepted by Qwest will not constitute a
waiver  of  any  default  or  of  any  other  right  held  by  Qwest.

     4.  Relief from Automatic Stay.  If any  Event  of  Default  under  Section
2(a) hereof occurs, then, (whether Qwest accelerates the obligations hereunder),
subject  to  court  approval,  Qwest shall thereupon be entitled to, and Obligor
irrevocably  consents  to, relief from the automatic stay imposed by Section 362
of  the  Bankruptcy Code, or otherwise, on or against the exercise of the rights
and remedies otherwise available to Qwest, and Obligor hereby irrevocably waives
its  rights  to  object  to  such  relief.

     5.  Costs and Expenses, No Set-Off: Allocation.

          (a)  Costs  and  Expenses.  Obligor agrees to pay all future costs and
expenses  including, without limitation, reasonable attorneys' fess, incurred or
payable  by  the  Holder  in  enforcing  any  provisions of this Note including,
without  limitation,  respecting  the  collection of any and all amounts payable
under  this  Note.

          (b)  No  Set-Off.  Obligor  acknowledges  that its obligations to make
payments hereunder are absolute and unconditional, and agrees that such payments
shall  not be requested to be, and shall not be, subject to any defense, set-off
or  counterclaim  of  any  kind  or  nature,  or any other action similar to the

          (c)  Payments.  All  payments  made  in  respect of this Note shall be
made  in  lawful  money  of  the  United  States  of  America and in immediately
available  funds.

     6.  Representations.  Qwest  and  Obligor each represent and warrant to the
other that (a) it is a corporation duly organized and validly existing under the
laws  in which it was incorporated; (b) it has the corporate power and corporate
authority  to,  and  has  obtained  all  necessary  corporate authorizations to,
execute,  deliver and perform this Note; (c) this Note has been duly and validly
executed and delivered by a properly authorized representative of such Party and
is enforceable in accordance with its terms; (d) the execution, delivery and the
performance  of  this  Note does not violate, cause a breach or default under or
otherwise  conflict  with  any agreement or contract, or any decree, judgment or
other  order,  of  any kind or nature to which such Party is a party, subject or
bound;  and  (e)  the  execution,  delivery and performance of this Note on such
Party's  part  shall  not require it to obtain the approval of, make any filings
with  or provide any notice to any governmental authority of any kind or nature.

     7.  Miscellaneous.

          (a)  Entire  Agreement,  Binding  Effect.  This  Note,  along with the
Settlement  Agreement,  constitutes  the  entire  and  final agreement among the
parties  with  respect to the subject matter hereof and there are no agreements,
understandings,  warranties  or  representations  between Qwest and Obligor with
respect  to the subject matter hereof except as set forth herein, This Note will
insure  to  the benefit and bind the successors and permitted assigns of Obligor
and  Qwest.

          (b)  Rights  and  Remedies.  Qwest  shall have all rights and remedies
provided  for by any law of any kind (including all forms of legal and equitable
relief)  with  respect  to  any  acceleration  or  any  other  breach or default
hereunder  and  Qwest  shall  in  addition  have  any  other rights and remedies
provided for in this Note. All rights and remedies contemplated in the preceding
sentence  shall  be independent and cumulative, and may, to the extent permitted
by  law,  be  exercised  concurrently or separately, and the exercise of any one
right or remedy shall not be deemed to be an election of such right or remedy or
to  preclude  or  waive  the  exercise  of  any  other  right  or  remedy.

          (c)  Severability.  If  any  provision of this Note or the application
thereof to any person(s) or circumstance(s) shall be invalid or unenforceable to
any extent, (i) the remainder of this Note and the application of such provision
to  other  persons  or  circumstance(s)  shall  not  be

affected  thereby,  and  (ii)  each  such  provision shall, as to such person or
circumstances  as  to  which it is not unenforceable in full, be enforced to the
greatest  extent  permitted  by  law.

          (d)  Amendments,  Pronouns,  No  Waiver;  Successors  and  Assigns. No
amendment,  modification,  recision,  waiver,  forbearance  or  release  of  any
provision  of  this  Note  shall  be valid or binding unless made in writing and
executed  by  a  duly  authorized  representative  of Obligor and the Holder. No
consent  or  waiver,  express  or  implied, by the Holder to or of any breach by
Obligor  in  the  performance by it of any of its obligations hereunder shall be
deemed  or  construed  to  be  a  consent  to  or  waiver  of  the breach in the
performance of the same or any other obligation of Obligor hereunder. Failure on
the part of the Holder to complain of any act or failure to act by Obligor or to
declare Obligor in breach irrespective of how long such failure continues, shall
not  constitute  a  waiver  by  the  Holder  of any of its rights hereunder. All
consents  and  waivers  shall  be  in  writing.  All of the terms, covenants and
conditions contained in this Note shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, provided that
Obligor's  obligations  hereunder may be not be delegated to any other person or
entity  without  the  prior  consent  of Qwest and any such attempted delegation
without  such  consent  shall  be  void.

          (e)  Governing  Law, Notices. This Note, including the performance and
enforceability hereof, shall be governed by and construed in accordance with the
laws  of the State of Colorado, without regard to the principles of conflicts of
law. Obligor hereby submits itself and its property to the non-exclusive general
jurisdiction  of  the federal and state courts located in the State of Colorado,
and  waives  any objection (on the grounds of lack of jurisdiction, or forum non
conveniens  or  otherwise)  to  the exercise of such jurisdiction over it by any
federal  or  state  court  in  the  State  of  Colorado.

          (f)  Notices.  Any  notice,  demand or other communication required or
permitted to be given by any provision of this Note shall be made in writing and
delivered  by  an overnight courier service that provides signed acknowledgement
of  receipt  or  by first class U.S. Mail, return receipt requested, directed as

     To Qwest:

     Steven Hansen
     Qwest Services Corporation
     1801 California Street 24th Floor
     Denver, CO

     To Obligor:

     UC Hub Inc.
     By Its President
     /s/ W. Wilcox

          (g)  Headings.  All  headings contained in this Note are for reference
purposes  only  and  are  not  intended  to  affect  in  any  way the meaning or
interpretation  of  this  Note.

          (h)  Voluntary  Agreement.  Obligor represents and warrants that it is
represented  by  legal  counsel  of  its  choice,  is  fully  aware of the terms
contained in this Note and has voluntarily and without coercion or duress of any
kind  entered  into  this  Note.

          (i)  Negation of Partnership.  Nothing contained in this Note will bee
deemed to create a partnership or joint venture between Obligor and Qwest, or to
cause  Qwest to be liable or responsible in any way for any actions, liabilities
or  debts  of  any  kind  or  nature  of  Obligor.


                           [signature page to follow]

     IN WITNESS WHEREOF, the undersigned have executed and delivered this Note
as of the day and year first above written.

WITNESS:                                UNTTED COMMUNICATIONS HUB, INC.

                                        By: Larry Wilcox
                                        Name: Larry Wilcox
                                        Title: President

                                        QWEST COMMUNICATIONS CORPORATION