Exhibit 10.8(d)
NOTE MODIFICATION AGREEMENT
This Agreement, made as of the 11th day of May, 2005, between Linea Aqua,
LLC, having an office at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Borrower") and Lorcom Technologies, Inc. (the "Lender").
PRELIMINARY STATEMENTS. (1) The Lender has made a loan to the Borrower
evidenced by the Borrower's Promissory Note dated November 29, 2004, in the
principal amount of $300,000 (the "Note").
2. The current outstanding principal balance of the Note is $300,000 (the
"Principal Balance") together with outstanding interest thereon in accordance
with the terms of the Note.
3. The Borrower and the lender desire to modify the repayment terms of the
Note to provide for the payment of a portion of the Principal Balance of the
Note with each of the next two (2) successive installment payments.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Borrower and the Lender hereby agree as follows:
Section 1.(a) The first paragraph of the Note is hereby amended to read in
its entirety as follows:
FOR VALUE RECEIVED, Linea Aqua, LLC, a limited liability company,
having an address at c/o ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Maker"),
hereby covenants and promises to pay to Lorcom, Inc., a Delaware
corporation, having an address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ("Payee"), or order, at Payee'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; PROVIDED, HOWEVER, that,
notwithstanding the foregoing, on each of the installment payment dates
occurring on September 1, 2005 and March 1, 2006, Maker shall pay Fifty
Thousand Dollars ($50,000) in principal to Payee, in addition to the
interest payments due on such dates.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants (i) that the Note and this Agreement are the legal, valid and binding
obligations of the Borrower enforceable in accordance with their respective
terms; (ii) that the amount of the Principal Balance is $300,000; (iii) that
there are no offsets or defenses to the Principal Balance, the Note or this
Agreement; (iv) that Borrower is a limited liability company duly organized,
validly existing and in good standing, and has all requisite corporate power and
authority to carry on its business, and is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure to so qualify
would have a material adverse effect on its business or properties; and (v) all
corporate action on the part of the Borrower has been taken by its officers,
directors, members and/or managers necessary for the authorization, execution
and delivery of this Agreement and the performance of the Borrower's obligations
hereunder.
SECTION 3. FURTHER ACTIONS. Borrower hereby agrees to cooperate with
Lender in the taking of such additional actions and the execution of such
additional documents, including any Uniform Commercial Code filings, as Lender
may request.
SECTION 4. NEW YORK LAW. This Agreement shall be governed by the laws of
the State of New York without regard to its conflict of laws principles.
SECTION 5. RATIFICATION. Except as expressly modified and amended hereby
all of the other terms, provisions and conditions of the Note shall remain
unmodified and in full force and effect and shall be and hereby are in all
respects ratified, continued and approved.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
duly authorized officers of the Borrower and the Lender as of the day and year
first above written.
LINEA AQUA, LLC LORCOM TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President and
Chief Operating Officer
