Exhibit 10.6
EXECUTION
PROMISSORY NOTE
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$500,000
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September 20, 2007
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FOR VALUE RECEIVED, Nature Vision, Inc., a Minnesota
corporation (the “ Company ”) promises to pay to
Cass Creek International, LLC, a New York limited liability company
or its successors or assigns (“ Holder ”), at 1881 Lyndon Blvd,
Falconer NY 14733, or such other place as the Holder of this Note
may designate in writing to the Company, the principal sum of Five
Hundred Thousand Dollars ($500,000), together with simple interest
on the unpaid principal balance from the date of this Note until
fully paid at the rate of eight percent (8%) per annum, based on
actual days elapsed in a year of 365 days. Principal and interest
are due and payable in lawful money of the United States of
America.
This Note was issued pursuant to an Asset Purchase
Agreement, dated as of September 20, 2007 (the “
Purchase Agreement ”), among the Company, Holder, and Gary R. Lynn, John T.
Bergstue and James G. Streib, and this Note is the “
Promissory Note ”
referred to in the Purchase Agreement. All provisions of the
Purchase Agreement are hereby incorporated into this Note in full
by reference. Unless otherwise indicated herein, capitalized terms
used in this Note have the same meanings set forth in the Purchase
Agreement.
Principal is due and payable in five equal annual
installments of $100,000.00, plus accrued and unpaid interest on
the outstanding principal balance, commencing on the first
anniversary of the date of this Note, and continuing on an annual
basis thereafter, except that any installment due on a weekend or
holiday will be due on the immediately preceding workday, through
and including September 20, 2012 when the entire unpaid
principal balance and all accrued but unpaid interest under this
Note shall be immediately due and payable. Each annual installment
payment shall be applied first to accrued but unpaid interest and
the remainder to principal.
This Note may be fully or partially prepaid at any
time during the term of this Note without penalty or premium. Any
prepayment shall be applie
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