Exhibit 10.1
DEMAND TERM NOTE
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$2,000,000
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Minneapolis, Minnesota
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September 19, 2007
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FOR VALUE RECEIVED, Nature Vision, Inc., Minnesota
corporation, located at 1480 Northern Pacific Road, Brainerd, MN
56401 (the “Borrower”) hereby promises to pay upon
demand to the order of M&I Business Credit, LLC, a Minnesota
limited liability company, its successors and assigns (the
“Lender”), located at Suite 450, 651 Nicollet Mall,
Minneapolis, Minnesota 55402, the principal sum of Two Million
Dollars ($2,000,000), in lawful money of the United States and
immediately available funds, together with interest on the unpaid
balance accruing as of the date hereof at an annual rate equal at
all times to three quarters percent (3/4%) per annum, above the
rate of interest publicly announced by M&I Marshall &
Ilsley Bank from time to time as its prime rate (or any similar
successor rate), each change in the interest rate shall take effect
simultaneously with the corresponding change in such designated
bank’s base rate or any similar successor rate.
If not sooner demanded, principal on this Note shall
be due and payable in equal consecutive monthly installments of
Sixteen Thousand Six Hundred Sixty-Seven Dollars ($16,667.00),
which installments shall commence on November 1, 2007 and shall
continue on the first (1st) day of each calendar month thereafter
until March 1, 2008. Accrued interest shall be due and payable on
the first (1st) day of each month. In any event all outstanding
principal and accrued interest hereunder shall be due and payable
in full upon demand but in no event later than April 1, 2008.
Borrower further agrees to make all payments due hereunder via
Automatic Clearing House (“ACH”) transfer, to Lender
account.
In all cases interest on this Note shall be
calculated on the basis of a 360 day year but charged for actual
days principal is unpaid.
The outstanding principal balance of this Note may
be prepaid at any time at the option of the Borrower, in whole or,
in part, without premium or penalty. All payments and prepayments
shall, at the option of the Lender, be applied first to any costs
of collection, second to any late charges, third to accrued
interest on this Note, and lastly to principal (and, in the case of
any prepayments, to installments of principal in the inverse order
of their maturity).
If any installment of principal or interest on this
Note, including the payment required on the Maturity Date, is not
paid within ten (10) days of the due date thereof, the Borrower
shall pay to the Lender a late charge equal to five percent (5%) of
the amount of such installment.
Notwithstanding anything to the contrary contained
herein, if the rate of interest, late payment fee, prepayment
penalties or any other charges or fees due hereunder are determined
by a court of competent jurisdiction to be usurious, then said
interest rate, fees and/or charges shall be reduced to the maximum
amount permissible under applicable Minnesota law.
The payment of this Note has been guaranteed by
Jeffrey P. Zernov (the “Guarantor”) pursuant to that
certain Guaranty of even date herewith executed by the Guarantor in
favor of the Lender (the “Guaranty”) and the Lender is
entitled to all of the benefits provided for in the
Guaranty.
The payment of this Note is secured under the terms
of a Security Agreement (the “Security Agreement”) and
the Revolving Mortgage, Assignment of Rents, Security Agreement and
Fixture Financing Statement (the “Mortgage”), both of
even date herewith.
The Borrower agrees and covenants to deliver to the
Lender:
(1)
Within ninety (90) days after the end of each fiscal
year, a statement of the Borrower’s financial condition as at
the end of such fiscal year and a statement of earnings and
retained earnings of the Borrower for such fiscal year, with
comparative figures for the preceding fiscal year, prepared, if the
Lender so requests, on a consolidating and consolidated basis to
include any affiliate, certified without qualification by
independent certified public accountants acceptable to
Lender.
(2) Within
twenty (20) days after the end of each fiscal month, a statement of
Borrower’s financial condition and an operating statement and
statement of earnings and retained earnings of Borrower for such
month, in each case with comparative figures for the same month in
the preceding fiscal year, prepared on the same basis as the most
recent annual statement provided pursuant to clause (1) above,
certified by an officer of Borrower.
(3) Upon
filing thereof, any filing made by the Borrower with the Securities
and Exchange Commission or any stock exchange or any other
applicable regulatory authority.
(4) Upon
mailing thereof, any notices or materials sent to the
Borrower’s stockholders.
(5) From
time to time, any other material, reports, records or information
required by the Lender.
Upon the occurrence of an Event of Default or at any
time thereafter, the outstanding principal balance hereof and
accrued interest and all other amounts due hereon shall, at the
option of the Lender, become immediately due and payable, without
notice or demand.
Upon the occurrence of an Event of Default or
anytime thereafter, the Lender shall have the right to set off any
and all amounts due hereunder by the Borrower to the Lender against
any indebtedness or obligation of the Lender to the
Borrower.
The Borrower promises to pay
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