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EXHIBIT 10.8
Loan No. Port No. Loan Name Note Date Rate Note Amt. Maturity Off.
400094 101660 INMET 11-19-99 7.50% $2,737,930.66 11-19-04 JML
(For Bank Purposes Only)
PROMISSORY NOTE
(Fixed Rate - Term)
Amount: $2,737,930.66 Ann Arbor, Michigan
Due Date: November 19, 2004 November 19, 1999
Borrower:
INMET CORPORATION
a Michigan corporation
300 Dino Drive
Ann Arbor, MI 48103
Tax ID #38-317-8661
Bank:
BANK OF ANN ARBOR
A Michigan banking corporation
125 South fifth Avenue
P. 0. Box 8009
Ann Arbor, MI 48107
FOR VALUE RECEIVED Borrower, promises to pay to the Order of Bank, at its
offices at the above address, or at such other place as Bank may designate in
writing, the principal sum of TWO MILLION SEVEN HUNDRED THIRTY SEVEN THOUSAND
NINE HUNDRED THIRTY DOLLARS AND SIXTY SIX CENTS ($2,737,930.66), plus interest
on the portion of that principal sum from time to time outstanding at a rate
equal to SEVEN AND ONE-HALF PERCENT (7.50%) per annum. Interest shall be
computed on the basis of a 365 day year and assessed for the actual number of
days elapsed, and in such computation effect shall be given to any change in the
rate of interest applicable to this Note, effective as of the date of such
change, resulting from a change in Bank's prime rate.
The principal and interest under this Note shall be payable as follows:
Principal and interest are due and payable in 60 equal monthly
payments of $20,233.07 on the 19th day of each month, beginning December
19, 199, or the day following if the payment day is a holiday or is a
non-business day for Bank. Unless paid prior to maturity, the last
scheduled payment plus all other unpaid principal, accrued interest, cost
and expenses are due and payable on November 19, 2004, which is the date of
maturity. These payment amounts are based upon timely payment of each
installment. All amounts shall be paid in legal U.S. Currency. Any payment
made with a check will constitute payment only when collected.
Borrower may prepay this note in whole or in part at any time subject to
payment of the following prepayment premium: 3% of the amount of the prepayment
if payment occurs between November 19, 1999 and November 19, 2000, 2% of the
amount of the prepayment if payment occurs between November 20, 2000 and
November 19, 2001, 1% of the prepayment if payment occurs between November 20,
2001 and November 19, 2004, which is the date of maturity.
Nothing herein contained, nor any transaction relating hereto, shall be
construed or so operate as to require Borrower to pay, or be charged, interest
at a greater rate than the maximum allowed by the applicable law relating to
this note. Should any interest or other charges charged, paid or payable by
Borrower in connection with this Note or any other Loan Document (as defined
below) result in the charging, payment or earning of interest in excess of the
maximum allowed by the applicable law relating to this Note, then any and all
such excess not yet paid shall be and the same is hereby waived by the Bank, and
any and all such excess previously paid shall be automatically credited against
and in reduction of the principal due under this Note.
This Note is secured by a Guaranty dated the same date herewith and a
Mortgage dated the same date herewith recorded at the Washtenaw County Register
of Deeds, Michigan (collectively, the "Collateral
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Documents"). In addition, Borrower hereby grants to Bank a security interest in
all of Borrower's bank deposits, instruments, negotiable documents and chattel
paper which at any time are in the possession or control of Bank. Bank may hold
and apply at any time its own indebtedness or liability to Borrower in payment
of any indebtedness hereunder.
The following shall constitute an event of default (an "Event of Default")
under this note and each Collateral Document (collectively, the "Loan
Documents"):
1. The Borrower shall fail to make any payment of principal and
interest under this Note within ten (10) days after its due date;
2. The Borrower or any other party shall be in breach of the
performance or observance of any provision under any Collateral Document
and shall fail to remedy such breach within thirty (30) days after written
demand by the Bank as received (or deemed received) by the Borrower;
3. Any material representation or warranty made by the Borrower in any
Loan Document or in any financial statement delivered by the Borrower to
the Bank shall be false in any material aspect when made or given;
4. If Borrower shall fail to pay all or part of the principal and
interest under any other indebtedness of the Borrower to any party for
borrowed money and such default shall not be cured within the period of
grad (if any) specified in the document evidencing such indebtedness;
5. The Borrower shall become insolvent, shall admit in writing its
inability to pay its debts as they mature, shall make a general assignment
for the benefit of its creditors, shall file a voluntary petition in
bankruptcy, or shall apply to a court for the appointment of a receiver for
any of its assets, or shall be adjudicated bankrupt in any involuntary
proceeding or shall have a writ of attachment, garnishment or similar
process issued against any of its property or have a receiver appointed for
any of its assets, which writ or appointment is not stayed, discharged or
satisfied within thirty (30) days after such issuance or appointment; or
6. There shall occur any material adverse change in the financial or
business condition of the Borrower, as determined by the Bank in its
reasonable discretion.
Upon the occurrence of an Event of Default, without further notice or demand by
Bank, the entire unpaid principal balance of this Note, including all accrued
but unpaid interest and other amount due and payable in full and Bank may pursue
any and all remedies set forth in the Loan documents and as may otherwise be
available under applicable law.
From and after the occurrence of an Event of default and during the
continuation thereof, the following provisions shall be applicable
notwithstanding any provision in this Note to the contrary:
1. The unpaid principal balance of the Loan outstanding shall accrue
interest at a per annum rate equal to Ten and one-half PERCENT (10.50%).
2. If the Event of Default arose because of the failure of Borrower to
make a monthly installment hereunder, then, at the option of Bank, a late
charge equal to the greater of not more than three percent (3%) of the
installment not paid or twenty five dollars ($25.00) may be charged. If so
charged, such amount shall be paid by Borrower within five (5) days after
receipt of an invoice therefor.
Acceptance by Bank of any payment in an amount less than the amount then
due shall be deemed an acceptance on account only, and the failure to pay the
entire amount then due may become an Event of Default.
Borrower, and all endorsers, sureties and guarantors hereof, hereby jointly
and severally waive presentment for payment, demand, notice of nonpayment,
notice of protest or protest of this Note and diligence in collection or
bringing suit, and hereby consent to any and all extensions of time, renewals,
waivers or modifications that may be granted by Bank with respect to payment or
any other provisions of this Note, and to the release of any collateral or any
part thereof with or without substitution. The liability of Borrower shall be
absolute and unconditional, without regard to the liability of any other party
to this transaction.
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This Note shall be governed by and construed in accordance with the laws of
the State of Michigan. In the event this Note is placed in the hands of an
attorney for collection, Borrower shall pay to Bank all reasonable expenses
incurred in connection therewith, including reasonable attorney's fees and costs
of collection.
BORROWER:
INMET CORPORATION
By: /s/ John L. Smucker
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JOHN L. SMUCKER
Its: CHAIRMAN