EX-10.8



 





Exhibit 10.8




PROMISSORY NOTE




			
	$200,000.00
	 	February 22, 2008






     J.W. CHILDS ACQUISITION I CORP. (the “Maker”) promises to pay to the order of J.W.
Childs Associates, L.P. (the “Payee”) the principal sum of two hundred thousand dollars
($200,000.00) in lawful money of the United States of America on the terms and conditions described
below.



     1.     Principal. The principal balance of this Promissory Note (this “Note”)
shall be repayable on the earlier of (a) January 31, 2009, or (b) the date on which Maker
consummates an initial public offering of its securities (the “Payment Date”).



     2.     Interest. No interest shall accrue on the unpaid principal balance of this Note.



     3.     Events of Default. Each of the following shall constitute an “Event of
Default”:



          (a)     Failure to Make Required Payments. Failure by Maker to pay the principal of this
Note within five (5) business days following the date when due. A “business day” for these
purposes means any weekday on which banking or trust institutions in New York are not authorized
generally or obligated by law, regulation or executive order to close.




          (b)     Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case pursuant
to Title 11 of the United States Code, §§ 101 et seq. (as now constituted or hereafter amended, the
“Bankruptcy Code”), or any other applicable federal or state bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such
debts become due, or the taking of corporate action by Maker in furtherance of any of the
foregoing.




          (c)     Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an involuntary case under the Bankruptcy
Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of sixty (60) consecutive days.




     4.     Remedies.



          (a)     Upon the occurrence of an Event of Default specified in Section 3(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the




 









 







principal amount of this Note shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained
herein or in the documents evidencing the same to the contrary.




          (b)     Upon the occurrence of an Event of Default specified in Sections 3(b) and 3(c), the unpaid
principal balance of this Note shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee.




     5.     Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from
any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment.



     6.     Unconditional Liability. Maker and all endorsers and guarantors of, and sureties
for, this Note waive all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agree that liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consent to any and all extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note, and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.



     7.     Notices. Any notice called for hereunder shall be deemed properly given if (a)
sent by certified mail, return receipt requested, (b) personally delivered, (c) dispatched by any
form of private or governmental express mail or delivery service providing receipted delivery or
(d) sent by facsimile, to the principal office of Maker or of Payee as indicated on the books and
records of Maker. Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date
reflected on a signed delivery receipt or (iv) two (2) business days following tender of delivery
or dispatch by express mail or delivery service.



     8.     Construction. This Note shall be governed by, construed and enforced in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws
principles thereof.



     9.     Severability. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



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     10.     Additional Agreement. Payee hereby waives any and all right, title, interest or
claim of any kind with respect to the Maker’s obligations hereunder (“Claim”) in or to any
distribution from the trust account, as described in the registration statement on Form S-1 to be
filed with the Securities and Exchange Commission by the Maker, and hereby waives any Claim the
Payee may have in the future as a result of, or arising out of, this Note and agrees not to seek recourse, reimbursement, payment or satisfaction, of this Note or, for any such Claim, against
such trust account for any reason whatsoever.



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     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Promissory
Note to be duly executed by the authorized officer named below the day and year first above
written.



	 	 	 	 	 
	 	J.W. CHILDS ACQUISITION I CORP.

 	 
	 	By:  	/s/ David Fiorentino
 	 
	 	Name:  	David Fiorentino 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	ACCEPTED AND AGREED:



J.W. CHILDS ASSOCIATES, L.P.
 	 	 
	By: J.W. Childs Associates, Inc.,
 	 	 
	its general partner 	 	 
	 	 	 
	By:  	/s/ David Fiorentino
 	 	 
	Name:  	David Fiorentino 	 	 
	Title:  	Vice President