EXHIBIT 10.8
BRIDGE LOAN AGREEMENT DATED OCTOBER 21, 2003
BRIDGE LOAN AGREEMENT
This is a loan agreement with an effective date of Tuesday, October 21,
2003, by and among Crystalix Group International Inc., a Nevada corporation,
having its principal executive office at 5275 X. Xxxxxxx St., Suite B116, Las
Vegas, NV. 89118 (the "Company"), and the undersigned lenders of the Company
("Lenders").
WHEREAS, The primary secured lender of the Company shall be 1 World
Bancorp, LLC ("1WBC") and or it's assigns; and
WHEREAS, The undersigned Lender and or it's assigns wish to lend a
total amount of Two Million Five Hundred Thousand Dollars US ($2,500,000.00 USD)
under terms and conditions as outlined within this Agreement and the executed
Loan Commitment executed between the Company and 1WBC (in the form attached
hereto Exhibit D)
NOW THEREFORE, for good and valuable consideration, the Company hereby
adopts and the Lender/s hereby agree as follows:
1. NOTES.
1.1 The Company shall issue a promissory note (in the form
attached hereto Exhibit A(1) with respect to the Lender to which it applies) to
the Lender/s for the amount set for to his name above.
2. USE OF PROCEEDS. The Company covenants and agrees that it shall use
the loan proceeds approximately as follows: 35% in retirement of existing
corporate debt, 32.5% for capital expenditures, and 32.5% for working capital.
3. COLLATERALIZATION: The Company covenants and agrees that it shall
collateralize this loan with the specific collateral listed in the
Collateralization Schedule (in the form attached hereto as UCC1-CUSA)
and referenced in corresponding UCC documentation. It is further agreed
to by all parties to this agreement that the collateral offered shall
not include patents, computer software, or intellectual property other
than that specifically listed in the UCC documentation contained
herein. This provision shall supersede collateral considerations as
outlined in previously executed agreements between the parties.
4. SOURCE OF REPAYMENT. Repayment shall come either from operating cash
flow, the proceeds of an initial public offering of the Company, or other source
of equity capital, as needed.
5. CLOSING.
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5.1 The closings of the loans hereunder shall occur either by wire
transfer and/or courier, or in person at the Company premises on the said
effective date, according to the Lender's preference.
5.2 Payment of proceeds shall be made either by personal or
corporate check, or by wire transfer, as follows:
Cyrstalix Group International, Inc. Business Checking Account
Bank of America
Spring Valley Banking Center
0000 X. Xxxxxxx Xxxx.
Xxx Xxxxx, XX 00000
Account#: 004961832232
ABA#: (To be obtained from Bank of America)
5.3 The Lender/s shall also forward, by courier to the Company, an
executed Subordination Agreement with 1WBC or it's assigns.
5.4 Upon receipt of the executed subordination agreement from each
Lender, the Company shall deliver the applicable promissory note, together with
an executed copy hereof, to the Lender. Upon receipt of all Company executed
documentation, Lender shall review and execute all documentation and will set a
funding date within a reasonable time frame.
6. GENERAL:
6.1 SURVIVAL. The covenant stated at Section 2 hereof shall
survive the Closing.
6.2 NOTICES. All notices hereunder shall be conveyed in writing to
the Company at its headquarters address (cc: Legal Department) and to the Lender
at his address as stated in the stockholder records of the Company, or at such
other address as any party hereto may designate in writing. If faxed, the
original notice shall follow by regular mail.
6.3 COSTS, EXPENSES AND TAXES. Each party to this Agreement shall
bear his own legal or other related expenses in connection with the preparation
and/or negotiation of this Agreement.
6.4 BROKERS, ETC. There is no broker, finder, etc. with any right
to any commission in connection with this Agreement other than those previously
recognized by written agreement with Lender and the Company.
6.5 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the Company, each of the Lenders, and their
respective successors and assigns.
6.6 GOVERNING LAW. The laws of the State of Nevada shall govern
this Agreement.
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6.7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterpart copies via fax, and/or mailed original, all of which combined shall
have the binding effect of a single agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the Effective Date.
Crystalix Group International, Inc. 1 World Bancorp, LLC
Acting For the Account of Certain Of
Its Clients And Their Respective
Registered Assigns
By: /S/ XXXX X. XXXXXXXX By: Xxx Xxxxx, Sr. Vice President
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PRESIDENT CGI
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Date: 10/21/03 Date:
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