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Mega Mex International Credit and Security Agreement
MEGA MEX, LLC

Domestic

Credit and Security Agreement

This Credit and Security Agreement (“Agreement”) between the Applicant identified on page one of the accompanying Application for Credit (the “Applicant”) and Mega Mex, LLC (“Mega Mex”), is entered into in consideration of the extension of credit by Mega Mex to the Applicant. The Applicant agrees to the following terms and conditions which may be terminated or modified by Mega Mex, in its sole discretion, without written or advance notification:

1. SCOPE - This Agreement, along with each invoice or sales document provided by Mega Mex, govern the terms and conditions of all charges on Applicant’s credit account (“Account”) from the date of this Agreement. Mega Mex reserves the right to grant, revoke, or modify the terms of the Account at any time. This agreement is not a guarantee or assurance to extend credit to the Applicant; such credit is solely at the discretion of Mega Mex.

2. PAYMENT -

a. The applicant shall pay the account, and all relating costs, in U.S. Dollars according to the terms of this agreement and the terms of each invoice provided by Mega Mex.

b. Applicant will make full payment to the location specified on the invoice. If no location is specified, default payment location is Mega Mex’s home office, located at 1823 Roughneck Dr., Humble, Texas, 77338, U.S.A.

c. Applicant agrees to pay the entire amount stated on the invoice within thirty days from invoice date.

d. If payment is received by check, or cash equivalent, within ten days from the date of invoice, the customer is entitled to a 1% discount. Due to the cost of processing, credit card payments are not entitled to this cash discount.

e. Mega Mex reserves the right to apply all payments received to interest, collection costs and expenses first, before reducing any other outstanding debts owed.

3. FINANCE CHARGE AND COLLECTION COSTS -

a. If Applicant has not paid all sums due according to the terms of this agreement and any invoices provided by Mega Mex, a monthly finance charge of 2%, or the highest amount legally allowed, shall accrue each month until the Account is paid in full.

b. The waiver of any finance charges by Mega Mex shall not be construed as the waiver of any future finance changes.

c. Should it become necessary to place the Account with a collection agency, or an attorney, for collection the Applicant agrees to pay all collection costs, including reasonable attorney’s fees and court costs.

d. Mega Mex charges a returned check fee up to the maximum allowed by law.
Mega Mex Domestic Credit and Security Agreement Page 2 of 4

4. CREDIT INVESTIGATION - Applicant authorizes Mega Mex to obtain credit and financial information concerning the Applicant at any time and from any souce.

5. SECURITY AGREEMENT - This Agreement is a security agreement within the meaning of the Texas Uniform Commercial Code (“UCC”). The Applicant grants a security interest to Mega Mex in the following, which are collectively referred to as the “Collateral”:

a. All inventory and goods purchased by the Applicant from Mega Mex, regardless of location, bailment or current possession;

b. All credit card receivables of Applicant arising from any source
c. All records, writings, papers and data kept or relating to any part or component of the foregoing Collateral, regardless of form;

d. All goods fabricated from, or proceeds derived from, the Collateral;

e. All accessions, substitutions and additions thereto to secure payment and performance of all debts, liabilities and obligations owed to Mega Mex.


6. SAVINGS, MODIFICATION AND INTERGRATION -

a. If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, or governmental administrative agency having authority over its provisions, such provisions will not be deemed valid and subsisting except to the extent permitted by law; all other provisions of this Agreement will continue in full force and effect.

b. If any provision of this Agreement is inconsistent with any other provision in any contract between the parties, the Applicant expressly agrees that the terms of this agreement shall govern.

c. This Agreement contains the complete and total agreement of the parties and excludes any verbal agreements or representations, including any other contemporaneous writings.


7. APPLICANT’S COVENANT - Applicant agrees to:

a. Provide Mega Mex with fifteen days prior written notice of any changes in Applicant’s legal name, state of formation, incorporation, principal place of business or residence;

b. Not to misuse or abuse the Collateral;

c. Keep the Collateral fully insured when necessary;

d. Not change its form or organization, nor merge with any other entity without the prior notice and consent of Mega Mex.


8. DEFAULT AND ACCELERATION - If Applicant makes a false statement on the attached Application for Credit, breaches any of its covenants, fails to perform any of its obligations, fails to make any payment on the Account when due, becomes insolvent, files a petition for bankruptcy, or has an involuntary petition filed against it, then Applicant is in default and all sums owed shall become immediately due in full without further notice or demand. Mega Mex is entitled all remedies available in law or equity, including its rights as a secured creditor of the Applicant. Mega Mex may enter the Applicant’s premise without legal process and take possession of its Collateral in the event of defaul. Applicant waives any and all rights it may have under the UCC with respect to Mega Mex’s security interest in the Collateral, and the disposition of the Collateral, to the maximum extent of the law.

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9. LAW AND VENUE -

a. This Agreement is governed by the laws of the State of Texas, without regard to its internal laws concerning conflict of law.

b. The Applicant unconditionally accepts the exclusive jurisdiction and venue of any state or federal court in Harris County, Texas, for any action arising out of this Agreement. The execution of this Agreement, including the systematic and ongoing business relationship that it represents, is tantamount to consent to general personal jurisdiction in Harris County, Texas.

c. Mega Mex reserves the right to waive a jury trial.

d. Any credit extended by the Mega Mex is business debt and at no time shall consumer law be in effect.

Personal Guaranty

1. CREDIT REPORT AUTHORIZATION - Each of the undersigned individuals authorizes Mega Mex to obtain credit and financial information concerning him or her from ny source. Each of the undersigned represents and warrants that all of the information in the attached Application for Credit is true andcorrect in all respects.


2. GUARANTY - In consideration of Mega Mex extending credit to the Applicant, the undersigned hereby unconditionally and irrevocably, jointly and severably guarantee to Mega Mex the full, prompt and complete payment of any and all debt. The undersigned waives any rights to require Mega Mex to proceed against any security, any demand for payment, presentment, demands or protests, and any and all other rights the undersigned might assert in connection with the enforcement of this Guaranty, to the maximum extent of the law. This obligation shall remain in effect regardless of modification to the Agreement or change in composition to the Applicant.

International

Credit and Security Agreement

This Credit and Security Agreement (“Agreement”) between the Applicant identified on page one of the accompanying Application for Credit (the “Applicant”) and Mega Mex, LLC (“Mega Mex”), is entered into in consideration of the extension of credit by Mega Mex to the Applicant. The Applicant agrees to the following terms and conditions which may be terminated or modified by Mega Mex, in its sole discretion, without written or advance notification:

1. SCOPE - This Agreement, along with each invoice or sales document provided by Mega Mex, govern the terms and conditions of all charges on Applicant’s credit account (“Account”) from the date of this Agreement. Mega Mex reserves the right to grant, revoke, or modify the terms of the Account at any time. This agreement is not a guarantee or assurance to extend credit to the Applicant; such credit is solely at the discretion of Mega Mex.

2. PAYMENT -

a. The applicant shall pay the account, and all relating costs, in U.S. Dollars according to the terms of this agreement and the terms of each invoice provided by Mega Mex.

b. Applicant will make full payment to the location specified on the invoice. If no location is specified, default payment location is Mega Mex’s home office, located at 1823 Rough Neck Dr., Humble, Texas, 77338, U.S.A.

c. Applicant agrees to pay the entire amount stated on the invoice within thirty days from invoice date.

d. If payment is received by check, or cash equivalent, within ten days from the date of invoice, the customer is entitled to a 1% discount. Due to the cost of processing, credit card payments are not entitled to this cash discount.

e. Mega Mex reserves the right to apply all payments received to interest, collection costs and expenses first, before reducing any other outstanding debts owed.

3. FINANCE CHARGE AND COLLECTION COSTS -

a. If Applicant has not paid all sums due according to the terms of this agreement and any invoices provided by Mega Mex, a monthly finance charge of 2%, or the highest amount legally allowed, shall accrue each month until the Account is paid in full.

b. The waiver of any finance charges by Mega Mex shall not be construed as the waiver of any future finance charges.

c. Should it become necessary to place the Account with a collection agency, or an attorney, for collection the Applicant agrees to pay all collection costs, including reasonable attorneys’ fees and court costs.

d. Mega Mex charges a returned check fee up to the maximum allowed by law.
Mega Mex International Credit and Security Agreement Page 2 of 4

4. CREDIT INVESTIGATION - Applicant authorizes Mega Mex to obtain credit and financial information concerning the Applicant at any time and from any souce.

5. SECURITY AGREEMENT - This Agreement is a security agreement within the meaning of the Texas Uniform Commercial Code (“UCC”). The Applicant grants a security interest to Mega Mex in the following, which are collectively referred to as the “Collateral”:

a. All inventory and goods purchased by the Applicant from Mega Mex, regardless of location, bailment or current possession;

b. All credit card receivables of Applicant arising from any source
c. All records, writings, papers and data kept or relating to any part or component of the foregoing Collateral, regardless of form;

d. All goods fabricated from, or proceeds derived from, the Collateral;

e. All accessions, substitutions and additions thereto to secure payment and performance of all debts, liabilities and obligations owed to Mega Mex.

f. For the purposes of exercising rights to Collateral, the Applicant agrees to waive any local national laws concerning enforcement of security interest to the greatest degree allowd by law.


6. SAVINGS, MODIFICATION AND INTERGRATION -

a. If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, or governmental administrative agency having authority over its provisions, such provisions will not be deemed valid and subsisting except to the extent permitted by law; all other provisions of this Agreement will continue in full force and effect.

b. If any provision of this Agreement is inconsistent with any other provision in any contract between the parties, the Applicant expressly agrees that the terms of this agreement shall govern.

c. This Agreement contains the complete and total agreement of the parties and excludes any verbal agreements or representations, including any other contemporaneous writings.


7. APPLICANT’S COVENANT - Applicant agrees to:

a. Provide Mega Mex with fifteen days prior written notice of any changes in Applicant’s legal name, state of formation, incorporation, principal place of business or residence;

b. Not to misuse or abuse the Collateral;

c. Keep the Collateral fully insured when necessary;

d. Not change its form or organization, nor merge with any other entity without the prior notice and consent of Mega Mex.


8. DEFAULT AND ACCELERATION - If Applicant makes a false statement on the attached Application for Credit, breaches any of its covenants, fails to perform any of its obligations, fails to make any payment on the Account when due, becomes insolvent, files a petition for bankruptcy, or has an involuntary petition filed against it, then Applicant is in default and all sums owed shall become immediately due in full without further notice or demand. Mega Mex is entitled to all remedies available in law or equity, including its rights as a secured creditor of the Applicant. Mega Mex may enter the Applicant’s premise without legal process and take possession of its Collateral in the event of
Mega Mex International Credit and Security Agreement Page 3 of 4
default. Applicant waives any and all rights it may have under the UCC with respect to Mega Mex’s security interest in the Collateral, and the disposition of the Collateral, to the maximum extent of the law.

9. LAW AND VENUE -

a. This Agreement is governed by the laws of the State of Texas, without regard to its internal laws concerning conflict of law.

b. Any controversy or claim arising out of, or relating to, this Agreement shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Associaion by a panel of three arbitrators. Such arbitration will take place in Houston, Texas, and any award rendered by the arbitrators will be final; judgment upon that award may be entered in any court of any nation in accordance with the New York Convention of 1958.

c. Any credit extended by the Mega Mex is business debt and at no time shall consumer law be in effect.

THE UNDERSIGNED WARRANTS THAT ALL INFORMATION ON THE CREDIT APPLICATION IS TRUE AND CORRECT, THAT THE UNDERSIGNEED HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE APPLICANT, AND THAT THIS AGREEMENT HAS BEEN CAREFULLY READ AND IS LEGALLY BINDING.

Mega Mex International Credit and Security Agreement

Personal Guaranty

1. CREDIT REPORT AUTHORIZATION - Each of the undersigned individuals authorizes Mega Mex to obtain credit and financial information concerning him or her from ny source. Each of the undersigned represents and warrants that all of the information in the attached Application for Credit is true andcorrect in all respects.

2. GUARANTY - In consideration of Mega Mex extending credit to the Applicant, the undersigned hereby unconditionally and irrevocably, jointly and severably guarantee to Mega Mex the full, prompt and complete payment of any and all debt. The undersigned waives any rights to require Mega Mex to proceed against any security, any demand for payment, presentment, demands or protests, and any and all other rights the undersigned might assert in connection with the enforcement of this Guaranty, to the maximum extent of the law. This obligation shall remain in effect regardless of modification to the Agreement or change in composition to the Applicant.