EXHIBIT 10.8
Promissory Note
$500,000.00 Las Vegas, NV December 15, 2006
This Promissory Note (the "NOTE") is made and executed as of the date
above, by and between DLR Funding, LLC, a Texas limited liability company
("BORROWER"), and DLR Funding, Inc. a Nevada corporation ("LENDER"). By this
Note, the Borrower promises and agrees to pay to the order of Lender, at 0000
Xxxx Xxx Xxxxxx, Xxxxxxx, XX 00000, or at such other place as Lender may
designate in writing, the principal sum of Five Hundred Thousand and 00/100
Dollars ($500,000.00), or the aggregate unpaid principal amount of all advances
made by Lender to Borrower pursuant to the terms of a Revolving Line of Credit
Agreement (the "LOAN AGREEMENT") of even date herewith, whichever is less,
together with interest thereon from the date each advance is made until paid in
full, both before and after judgment, at the rate of Twelve percent (12%)per
annum, simple interest.
Borrower shall pay installments of principal and interest on the
outstanding principal balance as follows. Commencing on April 1, 2007 and then
quarterly thereafter, until paid, or due, in full, with the quarterly payment
amounts being three (3) times the monthly payment that would be due based on a
forty-eight (48) month amortization ("Quarterly Payment") of the outstanding
principal balance due on the Agreement on each prior quarter's last business
day. The entire unpaid principal balance, together with any accrued interest and
other unpaid charges or fees hereunder, shall be due and payable on the Maturity
Date.
The entire unpaid principal balance, together with any accrued interest and
other unpaid charges or fees hereunder, shall be due and payable on January 1,
2010 ("MATURITY DATE").
Prepayment in whole or part may occur at any time hereunder without
penalty; provided that the Lender shall be provided with not less than ten (10)
days notice of the Borrower's intent to pre-pay; and provided further that any
such partial prepayment shall not operate to postpone or suspend the obligation
to make, and shall not have the effect of altering the time for payment of the
remaining balance of the Note as provided for above, unless and until the entire
obligation is paid in full. All payments received hereunder shall be applied,
first, to any costs or expenses incurred by Lender in collecting such payment or
to any other unpaid charges or expenses due hereunder; second, to accrued
interest; and third, to principal.
An Event of Default will occur if any of the following events occurs: (a)
failure to pay any principal or interest hereunder within ten (10) days after
the same becomes due; (b) if any representation or warranty made by Borrower in
the Loan Agreement or in connection with any borrowing or request for an advance
thereunder, or in any certificate, financial statement, or other statement
furnished by Borrower to Lender is untrue in any material respect at the time
when made; (c) default by Borrower in the observance or performance of any other
covenant or agreement contained in the Loan Agreement, other than a default
constituting a separate and distinct Event of Default under Paragraph 7 of the
Loan Agreement; (d) filing by Borrower of a voluntary petition in bankruptcy
seeking reorganization, arrangement or readjustment of debts, or any other
relief under the Bankruptcy Code as amended or under any other insolvency act or
law, state or federal, now or hereafter existing; or (e) filing of an
involuntary petition against Borrower in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or hereafter existing, and the continuance thereof for sixty (60) days that is
not dismissed, bonded, or discharged.
Any notice or demand to be given to the parties hereunder shall be deemed
to have been given to and received by them and shall be effective when
personally delivered or when deposited in the U.S. mail, certified or registered
mail, return receipt requested, postage prepaid, and addressed to the party at
his or its last known address, or at such other address as the one of the
parties may hereafter designate in writing to the other party.
The Borrower hereof waives presentment for payment, protest, demand, notice
of protest, notice of dishonor, and notice of nonpayment, and expressly agrees
that this Note, or any payment hereunder, may be extended from time to time by
the Lender without in any way affecting its liability hereunder.
In the event any payment under this Note is not made at the time and in the
manner required, the Borrower agrees to pay any and all costs and expenses which
may be incurred by the Lender hereof in connection with the enforcement of any
of its rights under this Note or under any such other instrument, including
court costs and reasonable attorneys' fees.
This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Nevada.
The Borrower:
DLR Funding, LLC,
By its Managing Member,
/s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx, Managing Member
