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DEMAND TERM NOTE

Promissory Note

DEMAND TERM NOTE | Document Parties: NATURE VISION, INC. | M&I Business Credit, LLC | Marshall & Ilsley Bank | Nature Vision, Inc You are currently viewing:
This Promissory Note involves

NATURE VISION, INC. | M&I Business Credit, LLC | Marshall & Ilsley Bank | Nature Vision, Inc

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Title: DEMAND TERM NOTE
Governing Law: Minnesota     Date: 9/25/2007

DEMAND TERM NOTE, Parties: nature vision  inc. , m&i business credit  llc , marshall & ilsley bank , nature vision  inc
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Exhibit 10.1

 

DEMAND TERM NOTE

 

$2,000,000

Minneapolis, Minnesota

 

September 19, 2007

 

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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