Sample Business Contracts

Revolving Note - Imperial Bank and SkyMall Inc.

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                                 REVOLVING NOTE

$10,000,000.00                                                  Phoenix, Arizona
                                                                   June 30, 1999

         FOR VALUE  RECEIVED,  the  undersigned  (hereinafter  called  "Maker"),
promises to pay to the order of IMPERIAL BANK, a California banking  corporation
(the "Payee";  Payee and each subsequent  transferee  and/or owner of this Note,
whether  taking by  endorsement  or otherwise,  are herein  successively  called
"Holder"), at Imperial Bank, 9920 South La Cienega Boulevard,  Lending Services,
Inglewood,  California  90301, or at such other place as Holder may from time to
time  designate in writing,  the principal sum of TEN MILLION AND NO/100 DOLLARS
($10,000,000.00)  or so much thereof as Holder may advance to or for the benefit
of Maker plus  interest  calculated  on a daily basis (based on a 360-day  year)
from the date hereof on the principal  balance from time to time  outstanding as
hereinafter provided,  principal,  interest and all other sums payable hereunder
to be paid in lawful money of the United States of America as follows:

                  A.  Interest shall accrue:

                      (a)  On the  unpaid  principal of  an  RLC  Advance at the
                  Variable Rate,  except to the extent that an RLC Advance bears
                  interest at the LIBOR Based Rate.

                      (b)  On the  unpaid  principal  of an  RLC  Advance at the
                  LIBOR Based Rate,  to the extent  Borrower  shall elect and to
                  the extent not otherwise provided in the Credit Agreement.

                  B.  All  accrued  interest  shall be due and  payable  on each
         Payment Date.

                  C. The entire unpaid principal balance, all accrued and unpaid
         interest,  and all other  amounts  payable  hereunder  shall be due and
         payable in full on the Maturity Date.

         The  "Variable  Rate"  means the rate per annum equal to the Prime Rate
per annum as in effect from time to time; the Variable Rate shall change on each
day that the "Prime Rate" changes. The LIBOR Based Rate means the rate per annum
equal (A) to the sum of LIBOR and two  hundred  twenty-five  basis  points  (225
b.p.), divided by (B) a percentage equal to one hundred percent (100%) minus the
Eurodollar Rate Reserve Percentage with respect to the applicable LIBOR Interest
Period. The "Maturity Date" means May 30, 2001.

         The principal balance of this Note represents a revolving credit all or
any part of which may be advanced to Maker,  repaid by Maker, and re-advanced to
Maker from time to time,  subject to the other terms hereof and the  conditions,
if any,  contained  in the Credit and Security  Agreement of even date  herewith
(hereinafter  called  "Credit Agreement") by and  between  Maker and Holder, and


provided that the principal balance outstanding at any one time shall not exceed
the face amount hereof.

         Maker agrees to an effective  rate of interest  that is the rate stated
above plus any additional  rate of interest  resulting from any other charges in
the  nature of  interest  paid or to be paid by or on  behalf  of Maker,  or any
benefit received or to be received by Holder, in connection with this Note.

         This Note is issued pursuant to the Credit  Agreement and is secured by
the  Security  Documents,  as defined in the  Credit  Agreement,  and may now or
hereafter be secured by one or more other security agreements,  mortgages, deeds
of trust, assignments or other instruments or agreements. Capitalized terms used
and not otherwise  defined herein shall have the meanings assigned to such terms
in the Credit Agreement.

         Time is of the essence of this Note.

         Maker shall pay all costs and expenses, including reasonable attorneys'
fees and court costs,  incurred in the  collection or  enforcement of all or any
part of this Note.  All such costs and expenses shall be secured by the Security

         Failure of Holder to exercise any option hereunder shall not constitute
a waiver  of the  right to  exercise  the  same in the  event of any  subsequent
default or in the event of continuance of any existing  default after demand for
strict performance hereof.

         Maker and all sureties,  guarantors  and/or endorsers hereof (or of any
obligation   hereunder)  and   accommodation   parties  hereon  (severally  each
hereinafter  called a "Surety")  each:  (a) agree that the liability  under this
Note of all parties hereto is joint and several; (b) severally waive any and all
formalities  in connection  with this Note to the maximum extent allowed by law,
including  (but not limited  to) demand,  diligence,  presentment  for  payment,
protest and  demand,  and notice of  extension,  dishonor,  protest,  demand and
nonpayment  of this Note;  and (c)  consent  that  Holder may extend the time of
payment or otherwise modify the terms of payment of any part or the whole of the
debt  evidenced by this Note, at the request of any other person liable  hereon,
and such  consent  shall not alter nor  diminish  the  liability  of any  person

         This Note shall be binding  upon Maker and its  successors  and assigns
and shall  inure to the  benefit of Payee,  and any  subsequent  holders of this
Note, and their successors and assigns.

         All notices required or permitted in connection with this Note shall be
given at the place and in the manner  provided in the Credit  Agreement  for the
giving of notices.

         If any  payment of interest  and/or  principal  is not  received by the
Holder  hereof  when such  payment  is due,  then in  addition  to the  remedies
conferred upon the Holder hereof and the other loan documents,  a late charge of
five percent (5%) of the amount of the  installment due and unpaid will be added
to the  delinquent  amount to  compensate  the Holder  hereof for the expense of
handling  the  delinquency  for any payment past due in excess of ten (10) days,
regardless of any notice and cure period.



         In any action brought under or arising out of this Note,  each obligor,
including  successor(s)  or assign(s),  hereby  consents to the  application  of
California  law,  with the  exception of provisions on conflicts of laws, to the
jurisdiction  of any  competent  court  within the State of  California,  and to
service of process by any means authorized by California law.

         This  Revolving  Note is secured by, among other  things,  that certain
Leasehold  Deed of Trust,  Assignment of Rents,  Security  Agreement and Fixture
Filing dated January 27, 1997,  executed by SkyMall,  Inc., a Nevada corporation
("Trustor"), as Trustor, for the benefit of Holder, as Beneficiary, and recorded
on January 27, 1997, at Recorder's  No.  97-0052342,  as amended by that certain
Amendment to Leasehold Deed of Trust,  Assignment of Rents,  Security  Agreement
and Fixture Filing of even date herewith,  executed by Trustor, as Trustor,  for
the  benefit of Holder,  as  Beneficiary,  and this  Revolving  Note is given to
replace that  Revolving  Note dated January 27, 1997, in the original  principal
amount of $5,000,000.00 made by Trustor payable to the order of Holder.

         This Note may be executed in multiple counterparts, each of which, when
so  executed,  shall be  deemed  an  original  but all such  counterparts  shall
constitute but one and the same instrument.

         IN WITNESS  WHEREOF,  these  presents are executed as of the date first
written above.

                                   SKYMALL, INC., a Nevada corporation

                                   By:  /s/ Stephen R. Peterson
                                   Name:  Stephen R. Peterson
                                   Title: CFO

                         , inc., a Nevada corporation

                                   By:  /s/ Stephen R. Peterson
                                   Name:  Stephen R. Peterson
                                   Title: CFO

                                   DURHAM & COMPANY, a Utah corporation

                                   By:  /s/ Stephen R. Peterson
                                   Name:  Stephen R. Peterson
                                   Title: CFO