Exhibit 10.8
STOCK LOAN COMMITMENT
AND
AGREEMENT
This agreement is entered into this 16th day of June 2000 by and
between Trafalgar Resources, LLC ("TRAFALGAR") A Colorado Limited Liability
Company and Sundog Technologies, Inc., a Delaware corporation (hereinafter
Sundog).
WHEREAS, SUNDOG is the holder of certificate number EDV 0001 in the amount of
1,219,500 shares of Envision Development Corporation, and,
WHEREAS, SUNDOG desires to obtain a loan against the value of the 1,219,500
shares of the stock for corporate use; and,
WHEREAS, SUNDOG and has approached TRAFALGAR, to make such a loan, without being
solicited in any way by TRAFALGAR; and
WHEREAS, TRAFALGAR is willing to make loans against such securities under
certain terms and conditions.
NOW THEREFORE in consideration of the foregoing TRAFALGAR and SUNDOG AGREE AS
FOLLOWS:
1. TRAFALGAR is willing to make a loan against 1,219,500 shares of rule
144 restricted stock of Envision Development Corporation in an amount
equal to $8,000,000 under the following terms.
a) TRAFALGAR acknowledges that the shares being pledged currently
bear a restrictive legend, and are subject to a "lockup"
agreement for a period of approximately sixteen months from
the date hereof.
b) The loan shall be at the Citibank Prime Rate of interest as
reported in the Wall Street Journal on the day the
certificates are cleared for deposit in the safe keeping
account, adjusted annually.
c) The loan shall be for a term of one (1) years with the option
by SUNDOG to renew for 4 additional one year periods. Renewal
require 60 day written notice from Borrower prior to the
expiration of the current term, and shall be contingent on
interest payments being current.
d) Prepayment: Prepayment requires a minimum notice of 90 days to
lender prior to redemption of the stock.
e) Interest payable monthly in arrears on the amount funded.
f) Principal and any accrued, unpaid, interest shall be payable
at the end of the term unless the note is properly renewed.
g) No margin call and no recourse except keeping of the shares.
h) Two (2) points to the lender at closing, paid pro rata with
each distribution
i) Funding will be in stages with the distribution schedule as
set forth in 2, below.
2. TRAFALGAR will fund the loan as follows:
7-12 business days after the stock is deposited in $1,000,000
safekeeping
7 business days after the first disbursement $1,000,000
7 business days after the second disbursement $1,000,000
7 business days after the third disbursement $1,000,000
7 business days after the fourth disbursement $1,000,000
7 business days after the fifth disbursement $1,000,000
7 business days after the sixth disbursement $1,000,000
7 business days after the seventh disbursement $1,000,000
Total disbursement $8,000,000
3. SUNDOG shall have no obligation to request or accept full funding of
the above disbursement schedule. Refusal to accept any addition
disbursement shall not be deemed a breach of this contract and the
promissory note shall automatically be modified to reflect on
obligation based solely on the amount actually drawn by SUNDOG.
4. TRAFALGAR's commitment shall be contingent on the per share value not
decreasing more than 10% in the period between the date of this
commitment in safekeeping and the first distribution, and is currently
based on a per share value of $28.50.
5. TRAFALGAR agrees to make available an additional $4 million in loan
funding, provided the value of the shares remains at or above $35.00
for 270 days following the final disbursement of the original funding.
6. SUNDOG shall cause the share certificate to be transferred to Trafalgar
Resources, LLC. The Certificate and all appropriated documents will be
deposited into a Safekeeping account as collateral against borrowers
performance, together with a fully executed, blank, irrevocable stock
power with medallion signature guarantee for each certificate.
7. SUNDOG shall provide, prior to funding, separate resolutions of the
Board of Directors authorizing: 1) the borrowing and 2) Trafalgar to
deposit the certificate in account number ________________ at T D
Waterhouse, 3) the individual signing the medallion, the loan documents
and deposit of the certificate to do so.
8. Funds will be transferred to SUNDOG, via wire transfer or certified
funds as per SUNDOG's instructions. ( to be supplied by SUNDOG prior to
funding)
9. SUNDOG will subsequent to execution of this commitment and prior to
TRAFALGAR funding, execute the Promissory Note and Security Agreement
supplied by TRAFALGAR setting forth more specifically the terms and
conditions of the loan and the parties obligations.
10. SUNDOG shall be responsible for payment of an "broker" or
"intermediary" fees contracted by it in arranging this financing.
TRAFALGAR has been advised there are broker fees in the amount of 3% of
the amount funded in this transaction and the Brokers have requested
TRAFALGAR to withhold the funds from each disbursement and pay the
Brokers directly. TRAFALGAR agrees to do so and to provide SUNDOG with
an accounting of the disbursements.
11. This offer and the terms thereof shall expire of their own accord if not
accepted by June 16, 2000.
This shall become a firm commitment and shall become binding upon TRAFALGAR and
SUNDOG upon execution. Consummation and funding of the transaction shall be
contingent as set forth above, including the execution of the required transfers
and additional documentation.
Executed and agreed to this 16th day of June 2000
TRAFALGAR RESOURCES, LLC Sundog Technologies, Inc.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx Xxxxx
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Xxxxx X. Xxxx Xxxxx Xxxxx
Managing Director Chief Financial Officer
