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EXHIBIT 10.8
LOAN EXTENSION AGREEMENT
This Loan Extension Agreement ("Agreement") entered into this first day
of April, 2001, by and between Xxxx Xxxxxxxxx ("Xxxxxxxxx") and SATX, Inc., a
Nevada corporation ("SATX" or the "Corporation").
From time to time, dating back to 1997, Xxxxxxxxx loaned money to SATX
which was utilized by the Corporation primarily as working capital. Each of
these loans is now due and payable by the Corporation. The loans and the total
amount due thereunder, including interest is as follows.
Lender Loan Date Amount Due
------ --------- ----------
Xxxxxxxxx 6/20/97 $137,499
Xxxxxxxxx 2/1/01 $ 5,000
Xxxxxxxxx is willing to extend the term of the aforementioned loans to
allow SATX an additional period of time to pay the full amount of principal and
all accrued and unpaid interest due on the following terms and conditions.
AMOUNT DUE. Xxxxxxxxx and SATX agree that the total amount due
Xxxxxxxxx is $142,499.00.
PROMISSORY NOTE. SATX shall execute the Promissory Note attached
hereto as Exhibit "A" and by this reference incorporated herein. SATX further
agrees to be bound by the terms and conditions set forth therein. Upon execution
of the Promissory Note, all prior promissory notes executed by SATX in favor of
Xxxxxxxxx shall be deemed canceled and shall be considered void and of no legal
force or effect.
CONSIDERATION FOR EXTENSION. As and for consideration for extending the
period of time in which SATX must repay said loans, SATX hereby grants Xxxxxxxxx
the right to purchase up to 800,000 shares of the common stock of SATX for the
price of $.05 per share. In order to exercise said right, Xxxxxxxxx must notify
the Corporation in writing of his intent to purchase the shares or any portion
thereof no later than the close of business (5 p.m. EDT) on May 15, 2001. Said
notification must be accompanied by cash or check for the full purchase price of
the shares.
NOTICES. All notices required hereunder shall be sent to the party at
the addresses specified in Section 7 of Exhibit "A" which shall also govern the
method of delivery and receipt thereof.
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GOVERNING LAW. This Agreement is executed under and is to be construed
and enforced in accordance with the laws of the State of Georgia, without regard
to principles of conflict, including matters of construction, validity and
performance.
ARBITRATION. Any action to enforce or interpret this Agreement or to
collect money due under the terms of Exhibit "A" shall be settled by arbitration
by sending a written demand detailing the nature of the matter to be resolved by
arbitration to the other party. The arbitration shall be conducted in Atlanta,
Georgia. The parties agree that the arbitrator shall be empowered to fashion
either a legal or equitable remedy or any combination thereof to resolve the
dispute. The prevailing party shall be entitled to reimbursement of attorney
fees, costs, and expenses incurred in connection with the arbitration. The
parties shall share equally all initial costs of the arbitration. All decisions
of the arbitrator shall be final and binding on the parties. Judgment may be
entered upon any such decision in accordance with applicable law in any court
having jurisdiction thereof.
ENTIRE AGREEMENT. This Agreement, together with Exhibit "A" attached
hereto, constitutes the whole and entire agreement of the parties with respect
to the subject matter of this Agreement, and it shall not be modified or amended
in any respect except by a written instrument executed by all the parties.
SEVERABILITY. If any provision of this Agreement or the application of
any of its provisions to any party or circumstance is held invalid or
unenforceable, the remainder of this Agreement and the application of the
provisions to the other parties shall remain valid and in full force and effect.
BINDING ON SUCCESSORS AND ASSIGNS. This Agreement shall be binding on
and inure to the benefit of the parties and their heirs, personal
representatives and permitted successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
SATX, Inc.
By: By:
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Xxxxx Xxxxxxx, CEO Xxxx Xxxxxxxxx
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PROMISSORY NOTE
Exhibit "A"
$142,499,000.00 APRIL 1, 2001
FOR VALUE RECEIVED and as part of that certain Loan Extension Agreement between
Xxxx Xxxxxxxxx and the Maker of even date herewith, SATX, Inc., a Nevada
corporation ("Maker"), hereby promises to pay to Xxxx Xxxxxxxxx ("Lender"), or
order, the principal sum of One Hundred Forty-two Thousand Four Hundred
Ninety-nine and 00/100 dollars ($142,499.00), plus interest thereon as
hereinafter provided.
1. TERM OF NOTE
This Promissory Note shall mature and all unpaid principal and all
accrued and unpaid interest shall be due and payable on March 31, 2003.
("Maturity Date").
2. INTEREST
The principal amount of this Note shall bear interest from the date of
this Note, until repaid to Lender at a rate per annum equal to ten percent (10%)
or the maximum legal rate whichever is lower.
3. PAYMENTS OF PRINCIPAL AND INTEREST
Any and all unpaid principal and all accrued and unpaid interest due
and payable pursuant to this Note shall be paid on the Maturity Date.
4. PREPAYMENT
Maker shall have the right at any time, to prepay in whole or in part,
the principal amount of this Note and any unpaid and accrued interest without
penalty. All payments shall first be credited against the unpaid and accrued
interest and then to the outstanding principal.
5. SECURITY
This Note shall be unsecured.
6. EVENTS OF DEFAULT
This Note, together with all costs incurred in the collection hereof
(including reasonable attorneys' fees), with interest due and accrued hereon,
shall except as otherwise provided, become at once due and payable in full
without notice of default, notice of nonpayment or dishonor, presentment, demand
for payment or protest, or other notices or demands of any kind, all of which
are expressly waived by Maker, subject to applicable law, upon the occurrence of
any of the following events of default ("Event of
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Default").
a. Failure of Maker to make any payment of principal or interest on
this Note when the same shall become due and payable.
b. The filing of any petition by the Maker under any chapter of the
federal bankruptcy laws or any state law relating to insolvency; or the filing
of any such petition against the Maker, unless such petition and all proceedings
thereunder are dismissed within thirty (30) days from the date of such filing;
or the appointment of a trustee or receiver for all or any assets within thirty
(30) days from the date of such appointment; or an adjudication that the Maker
is insolvent or bankrupt;
c. The insolvency of the Maker, or the execution by the Maker of an
assignment for the benefit of creditors.
The Maker further promises to pay to Lender interest on the amount not so paid
at the maximum legal rate of interest from the date when such payment was first
due and not paid.
7. NOTICES
All notices, consents, requests and other communications required or
permitted hereunder shall be in writing and shall be personally delivered or
mailed by certified mail, return receipt requested, postage pre-paid to the
following addresses or to such other address as the parties hereto may designate
in writing.
If to Lender:
Xxxx Xxxxxxxxx
00 Xxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
If to Maker:
SATX, Inc.
0000 Xxxxxxx Xxxx, #000
Xxxxxxx, Xxxxxxx 00000
All such notices, requests, consents and other communications shall be deemed to
be properly given if delivered personally or, if sent by mail, three (3)
business days after the same has been deposited in the U.S. Mail addressed and
postage pre-paid as set forth above.
8. GOVERNING LAW
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This Note is executed under and is to be construed and enforced in
accordance with the laws of the State of Georgia, without regard to principles
of conflict, including matters of construction, validity and performance.
9. WAIVER
The rights, privileges, powers, and remedies of Lender shall be
cumulative; no single or partial exercise of any of them shall preclude any
further or other exercise of the same or any other of them. No delay or failure
of Lender in exercising any right, power or privilege or remedy hereunder shall
affect such right, power, privilege or remedies, nor shall any single or partial
exercise hereof or any abandonment or discontinuance of steps to enforce any
such right, power, privilege or remedy. Any waiver by Lender of any default
hereunder must be in writing and shall only be effective to the extent set forth
in writing.
10. ATTORNEYS' FEES
In the event of any dispute with respect to this Note, the prevailing
party in any litigation or arbitration shall be entitled to its reasonable
attorneys' fees and other costs and expenses incurred in resolving such dispute.
11. ASSIGNMENT
This Note is assignable without the consent of Maker and the successors
and assigns of Lender shall have all the rights inuring to Lender under this
Note.
12. SEVERABILITY
If any provision of this Note or the application of any of its
provisions to any party or circumstance is held invalid or unenforceable, the
remainder of this Note and the application of the provisions to the other
parties or circumstances shall remain valid and in full force and effect.
IN WITNESS WHEREOF, Maker has caused this Note to be executed on the date first
above written.
"Maker"
SATX, Inc., a Nevada corporation
By
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Xxxxx Xxxxxxx, CEO
