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EXHIBIT 10.1
PROMISSORY NOTE
$500,000.00 Norwich, Connecticut
November 30, 2000
WHEREAS, by letter dated June 19, 2000 (the "Commitment Letter"),
Gunther Partners, LLC ("Gunther Partners") agreed to make available to Gunther
International, Ltd., a Delaware corporation (the "Maker"), up to $500,000.00 of
additional financing through the period ending April 1, 2001; and
WHEREAS, Robert Spiegel (the "Payee"), acting on behalf of the Gunther
Partners, desires to loan the Maker $500,000.000 in fulfillment of the
obligations of Gunther Partners under the Commitment Letter; and
WHEREAS, the Maker has issued Gunther Partners warrants (the "Gunther
Partners Warrants") to purchase up to Thirty-Five Percent (35%) of the pro
forma, fully diluted number of shares of the common stock, par value $.001 per
share, of the Maker at an exercise price of $1.50 per share, on or before
October 1, 2003, (the "Expiration Date"), under a certain Warrant Agreement,
dated as of October 2, 1998, by and between the Maker and Gunther Partners.
NOW, THEREFORE, FOR VALUE RECEIVED, the Maker hereby promises to pay to
the order of the Payee c/o M. R. Weiser & Co., 135 West 50th Street, New York,
New York 10020, or at such other place as the Payee may designate in writing,
the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with
interest in arrears on the unpaid principal balance of this Note from the date
hereof until paid at a fixed rate of eight and one-half percent (8.5%) per
annum, in the manner hereinafter specified, and together with all costs of
collection, including reasonable attorneys' fees, incurred in any action to
collect this Note.
If not sooner paid, the principal amount of this Note shall be due and
payable in a single, lump sum on November 30, 2001 (the "Maturity Date").
Interest on the unpaid principal balance of this Note shall be due and payable
on a quarterly basis in arrears, commencing as of the fifteenth day of January
2001 and on the fifteenth day of April, July and October thereafter. If not
sooner paid, the final payment of interest shall be due and payable on the
Maturity Date. Interest shall be calculated on the basis of a 365 day year and
shall be charged for the actual number of days elapsed.
The Maker shall have the right, at any time and from time to time, to
prepay the principal amount of this Note, in whole or in part, without premium
or penalty.
In consideration for the extension of the sums under this Note by the
Payee to the Maker for a period of time in excess of the time required under the
Commitment Letter, the Expiration Date of the Gunther Partners Warrants shall be
extended by one calendar day for each calendar day from and after April 1, 2001
that any principal or interest owed under this Note is unpaid by
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the Maker to the Payee.
Presentment, notice of dishonor, and protest are hereby waived.
Any notice to the Maker shall be given by mailing such notice by
regular mail, addressed to the Maker at One Winnenden Road, Norwich, Connecticut
06360-1570 or to such other address as the Maker may designate by notice to the
Payee. Any notice to the Payee shall be given by mailing such notice by regular
mail, at the address stated in the first paragraph of this Note, or at such
other address as may have been designated by notice to the Maker.
The word "Maker" shall include the successors and assigns of the Maker
named herein and the word "Payee" shall include the successors and assigns of
the Payee named herein. This Note shall be construed in accordance with the laws
of the State of Connecticut.
GUNTHER INTERNATIONAL, LTD.
By: /s/ Marc I. Perkins
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Name: Marc I. Perkins
Title: Chief Executive Officer
Hereunto Duly Authorized