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Exhibit 10.8
LOAN AGREEMENT
SECURED PROMISSORY NOTE
$650,000.00 September 11, 2000
BORROWER: ENVISION DEVELOPMENT CORP.
000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
LENDER: DOMINION INCOME MANAGEMENT CORP.
00000 00XX XXXXX X.X., XXX. 000
XXXXXXX, XX 00000
FOR VALUE RECEIVED, the undersigned Borrower, promises to pay UPON DEMAND, or if
no demand then on or before September 11, 2001, to Dominion Income Management
Corp., ("Lender"), or its assigns, in lawful money of the United States of
America, the principal sum of the Loan Amount, Six Hundred Fifty Thousand and
no/100 Dollars ($650,000.00), together with interest from the date of this Note
on the unpaid principal balance at a rate of the Prime Rate of interest plus 2%
per annum as reported from time to time in the Wall Street Journal, computed on
the basis of the actual number of days elapsed and a year of 365 days. The
entire unpaid principal and accrued interest thereon, if any, shall become
immediately due and payable on demand by the holder hereof. Unless demand is
earlier made, the entire unpaid balance of the Note including interest shall be
due September 11, 2001.
CONSIDERATION; ADVANCES, REPAYMENT AND DUE DATE. The consideration for this Note
is the loan of money, including advances made or to be made hereunder by the
Lender to the Borrower for business purposes in the amount of $650,000.
PREPAYMENT. This Note may be prepaid in whole or in part at any time without
premium or penalty. All prepayments shall be applied first to interest, then to
principal payments in the order of their maturity.
DEFAULT. The occurrence of any of the following shall constitute an "Event of
Default" under this Note:
(a) Borrower shall fail to pay upon demand or when due any principal or
interest hereunder; or
(b) Borrower shall (i) apply for or consent to the appointment of a
receiver, trustee, liquidator or custodian of itself or of all or a
substantial part of its property, (ii) be unable, or admit in writing
its inability, to pay its debts generally as they mature, (iii) make a
general assignment for the benefit of its or any of its creditors, (iv)
be dissolved or liquidated, (v) become insolvent (as such term may be
defined or interpreted under any applicable statute), (vi) commence a
voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect
or consent to any such relief or to the appointment of or taking
possession of its property by any official in an involuntary case or
other proceeding commenced against it, or (vii) take any action for the
purpose of effecting any of the foregoing; or
(c) Proceedings for the appointment of a receiver, trustee, liquidator or
custodian of Borrower or of all or a substantial part of the property
thereof, or an involuntary case or other proceedings seeking
liquidation, reorganization or other relief with respect to or the
debts thereof under any bankruptcy, insolvency or other similar law now
or hereafter in effect shall be commenced and an order for relief
entered or such proceeding shall not be dismissed or discharged within
thirty (30) days of commencement.
PROMISSORY NOTE
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(d) Borrower shall have a period of (30) thirty days from an "Event of
Default", as defined herein, to repay the entire balance outstanding
and remedy such default.
COLLECTION, DEFAULT INTEREST, ATTORNEYS' FEES AND COSTS. If this Note shall be
in default, the balance due shall be accelerated without further notice, and
interest shall accrue thereon at the rate of 18% per annum until paid in full,
at such rate as not to exceed the rate permitted by the laws of the State of
Massachusetts. If this Note is placed in the hands of an attorney for
collection, whether or not suit shall be brought to collect any of the
principal, interest or deficiency of this Note, the Borrower promises to pay
reasonable attorneys' fees and all costs of collection. Borrower hereby waives
notice of default, presentment of demand for payment, protest or notice of
nonpayment or dishonor and all other notices or demands relative to this
instrument. All payments shall be made at 00000 00xx Xxxxx X.X. Xxxxxxx, XX
00000 or at such other place as the holder hereof may from time to time
designate in writing.
SECURITY. This Note and all undertakings hereunder, shall be secured by a
security agreement between Borrower and Lender dated September 8, 2000.
APPLICABLE LAW; JURISDICTION AND VENUE. This Note and all actions arising out of
or in connection with this Note shall be governed by and construed in accordance
with the laws of the State of Massachusetts. Any action under this Note may, at
Lender's option be brought in a court of competent jurisdiction in the State of
Massachusetts.
REPRESENTATIONS AND NOTICE TO BORROWER. Except as expressly set forth herein in
writing, the Lender makes no representations, promises or commitments to lend
money, to otherwise extend credit, to recover with respect to the repayment of
any debt or the exercise of any remedy, to modify or amend the terms under which
the Lender has lent money or otherwise extended credit, to release any guarantor
or cosigner, or to make any other financial accommodation pertaining to the debt
or other extension of credit. Borrower acknowledges that neither the Lender, nor
its agents or attorneys have made any such or other representations; and that
they will not rely on any representations except those stated in writing. The
terms of this Note may not be modified except in writing executed by both the
Lender and the Borrower.
IN WITNESS WHEREOF, Borrower has caused this Note to be executed, issued and
delivered as of the date first written above.
BORROWER:
ENVISION DEVELOPMENT CORPORATION
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Chief Executive Officer
PROMISSORY NOTE
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