Exhibit 10.8(a)
PROMISSORY NOTE
STATE OF NEW YORK )
) ss.:
COUNTY OF KINGS )
October , 2004
$500,000
FOR VALUE RECEIVED, Linea Aqua, LLC, a limited liability company, having
an address at c/o 00 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000 ("Maker"), hereby
covenants and promises to pay to Lorcom, Inc., a Delaware corporation, having an
address at 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000 ("Payee"), or
order, at Xxxxx's address first above written or at such other address as Payee
may designate in writing, Five Hundred Thousand Dollars ($500,000.00), lawful
money of the United States of America, together with interest thereon computed
from the date hereof at the rate of 8.5 percent per annum, on an actual day/360
day basis (i.e., interest for each day during which any of the principal
indebtedness is outstanding shall be computed at the aforesaid rate divided by
360), which principal and interest shall be payable, interest only at the
aforesaid rate in six month annual installments commencing on the first day of
March 2005, and continuing on the first day of each succeeding September and
March, until October 30, 2006, on which date all outstanding principal and
accrued interest shall be due and payable.
MAKER COVENANTS AND AGREES WITH PAYEE AS FOLLOWS:
1. Xxxxx will pay the indebtedness evidenced by this Note as provided
herein.
2. This Note is secured by a security agreement of even date herewith (the
"Security Agreement"), which Security Agreement is a lien upon the property
which is more particularly described in the Security Agreement. All of the
covenants, conditions and agreements contained in the Security Agreement
expressly are incorporated by reference herein and hereby are made a part
hereof. In the event of any conflict between the terms of this Note and the
terms of the Security Agreement, the terms of the Security Agreement shall be
paramount and shall govern.
3. In the event any payment due hereunder shall not be paid on the date
when due, such payment shall bear interest at the lesser of ten percent per
annum or the highest lawful rate permitted under applicable law, from the date
when such payment was due until paid. This paragraph shall not be deemed to
extend or otherwise modify or amend the date when such payments are due
hereunder. The obligations of Maker under this Note are subject to the
limitation that payments of interest shall not be required to the extent that
the charging of or the receipt of any such payment by the holder of this Note
would be contrary to the provisions of law applicable to the holder of this
Note limiting the maximum rate of interest which may be charged or collected by
the holder of this Note.
4. The holder of this Note may declare the entire unpaid amount of
principal and interest under this Note to be immediately due and payable if
Maker defaults in the due and punctual payment of any installment of principal
or interest hereunder.
5. Maker shall have the right to prepay the indebtedness evidenced by this
Note, in whole or in part, without penalty, upon ten days prior written notice
to Xxxxx. The installment payments provided for herein shall continue without
change after any such prepayment.
6. Maker, and all guarantors, endorsers and sureties of this Note, hereby
waive presentment for payment, demand, protest, notice of protest, notice of
nonpayment, notice of intention to accelerate maturity, notice of acceleration
of maturity, and notice of dishonor of this Note. Maker and all guarantors,
endorsers and sureties consent that Payee at any time may extend the time of
payment of all or any part of the indebtedness secured hereby, or may grant any
other indulgences.
7. Any notice or demand required or permitted to be made or given
hereunder shall be deemed sufficiently made and given if given by personal
service or by Federal Express courier or by the mailing of such notice or demand
by certified or registered mail, return receipt requested, with postage prepaid,
addressed, if to Maker, at Maker's address first above written, or if to Payee,
at Xxxxx's address first above written. Either party may change its address by
like notice to the other party.
8. Maker and Payee shall both be signatories to the main account which
shall hold the proceeds of this transaction and a separate operating account
shall be maintained in order to have sums in order to make day to day business
expenditures.
9. This Note may not be changed or terminated orally, but only by an
agreement in writing signed by the party against whom enforcement of any change,
modification, termination, waiver, or discharge is sought. This Note shall be
construed and enforced in accordance with the laws of New York.
IN WITNESS WHEREOF, Xxxxx has executed this Note on the date first above
written.
IN THE PRESENCE OF:
LINEA AQUA, LLC.
By /s/ Xxxxxx Xxxxxx
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Acknowledgment for Linea Aqua, LLC.:
STATE OF NEW YORK )
) ss.:
COUNTY OF KINGS )
On the 24th day of October, 2004, before me, the undersigned notary
public, personally appeared Xxxxxx Xxxxxx, personally known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that she executed the
same in her capacity, and the by her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
Xxxx Xxxxxxxxxx
Notary Public-State of New York
Qualified in Kings County
Commission Expires 6/1/2008 /s/ Xxxx Xxxxxxxxxx
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Notary Public
My commission expires on
