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EXHIBIT 10.8
RENEWAL
PROMISSORY NOTE
$400,000.00 Norman, Oklahoma
July 27, 2000
FOR VALUE RECEIVED, and in renewal and replacement of that certain
Promissory Note of $310,000.00 dated June 1, 2000, the undersigned Borrowers,
jointly and severally, promise to pay to the order of Hildalgo Trading
Company, L.C. (the "Lender") at Norman, Oklahoma, or such other place as the
holder may designate in writing, the principal sum of Four Hundred Thousand
Dollars ($400,000.00), or so much thereof as shall be disbursed, with
interest thereon from the date hereof until maturity at eighteen percent
(18%) per annum. The outstanding principal and accrued interest shall be
payable in a single lump sum payment at maturity on December 1, 2000.
The undersigned agree that if, and as often as, this Note is placed
in the hands of an attorney for collection or to defend or enforce any of the
holder's rights hereunder, the undersigned will pay to the holder a
reasonable attorney's fee, together with all court costs and other expenses
of collection paid by such holder.
On the breach of any provision of this Note or of any other
instrument evidencing or securing payment of this Note, at the option of the
holder, and, should the undersigned fail to cure the breach within ten (10)
days after receipt of written notice specifying the breach, the entire
indebtedness hereby evidenced will become due, payable and collectible then
or thereafter as the holder may elect, regardless of the date of maturity
hereof.
This Note may be prepaid in whole or in part at any time, without
penalty.
This Note is made, executed, delivered and to be performed in
Norman, Oklahoma and shall be governed by and construed in accordance with
the laws of the State of Oklahoma applicable to promissory notes made and to
be performed therein, without reference to its conflict of laws provisions.
Any suit, action or proceeding with respect to this Note shall be brought
exclusively in the Oklahoma State courts of competent subject matter
jurisdiction sitting in Cleveland County, Oklahoma, or in the United States
District Court for the District of Oklahoma in which Cleveland County is
located. The Borrowers hereby irrevocably waive any objections which
Borrowers may now or hereafter have to the jurisdiction or venue of any suit,
action or proceeding, arising out of or relating to this Note, brought in
such courts, and hereby further irrevocably waive any claim that such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. The Borrowers hereby further irrevocably waive any right
to a jury trial in any action arising out of or in connection with this Note
or any related agreements.
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For the purpose of computing interest under this Note, payments of
all or any portion of the principal sum owing under this Note will not be
deemed to have been made until such payments are received by the Lender in
collected funds.
All agreements between the Borrowers and the Lender are expressly
limited so that in no event whatsoever, whether by reason of disbursement of
the proceeds hereof or otherwise, shall the amount of interest or finance
charge (as defined by the laws of the State of Oklahoma) paid or agreed to be
paid by the Borrowers to the Lender exceed the highest lawful contractual
rate of interest or the maximum finance charge permissible under the law
which a court of competent jurisdiction, by final non-appealable order,
determines to be applicable hereto. If fulfillment of any agreement between
the Borrowers and the Lender, at the time the performance of such agreement
becomes due, involves exceeding such highest lawful contractual rate or such
maximum permissible finance charge, then the obligation to fulfill the same
shall be reduced so that such obligation does not exceed such highest lawful
contractual rate or maximum permissible finance charge. If by any
circumstance the Lender shall ever receive as interest or finance charge an
amount which would exceed the amount allowed by applicable law, the amount
which may be deemed excessive shall be deemed applied to the principal of the
indebtedness evidenced hereby and not to interest. All interest and finance
charges paid or agreed to be paid to the Lender shall be prorated, allocated
and spread throughout the full period of this Note. The terms and provisions
of this paragraph shall control all other terms and provisions contained
herein and in any of the other documents executed in connection herewith. If
any provision of this Note or the application thereof to any party or
encumbrance is held invalid or unenforceable, the remainder of this Note and
the application of such provision to other parties or circumstances shall not
be affected thereby, the provisions of this Note being severable in any such
instance.
The makers, endorsers, sureties, guarantors and all other persons
who may be liable for all or any part of this obligation severally waive
presentment for payment, protest, demand and notice of nonpayment. Said
parties consent to any extension of time (whether one or more) of payment
hereof, release of all or any part of the security for the payment hereof, or
release of any party liable for payment of this obligation. Any such
extensions or release may be made without notice to any such party and
without discharging said party's liability hereunder.
The failure of the Lender to exercise any of the remedies or options
set forth in this Note or in any instrument securing payment hereof, or any
agreement by the Lender to forebear from exercising any available remedy for
any specified period upon the occurrence of one or more of the events of
default shall not constitute a waiver of the right to exercise the same or
any other remedy at law, or in equity, at any subsequent time in respect to
the same or any other event of default. The acceptance by the Lender of any
payment which is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of the right to exercise
any of the foregoing remedies or options at that time or at any subsequent
time, or nullify any prior exercise of any such remedy or option, without the
express consent of the Lender, except as and to the extent otherwise provided
by law.
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"BORROWERS" PALWEB CORPORATION
By: /s/ Paul A. Kruger
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Paul A. Kruger, President
PLASTIC PALLET PRODUCTION, INC.
By: /s/ Paul A. Kruger
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Paul A. Kruger, President
