Item 8.01 Other Events.
On October 18, 2007, the promissory note (the "Note") from Girls Life
Acquisition Corp. (the "Buyer") to TNK, Inc., f/k/a Girl's Life, Inc.
("Seller"), a wholly-owned subsidiary of Monarch Services, Inc. (the
"Registrant"), became due and payable. On October 18, 2007, there was
$600,000 of principal outstanding on the Note and interest in the amount
of $37,150 owed by the Buyer. As of October 18, 2007, the Seller has
not received any payments owed by the Buyer.
The Note was originally executed on August 18, 2006 in the principal amount
of $900,000 as payment for the purchase by Buyer of the assets owned by
Seller used in connection with the business of publishing, promoting and
distributing Girls' Life magazine (the "Magazine"). The Note provided for
the accrual of interest at a rate of six percent (6%) per annum and had a
maturity date of November 16, 2006. The Note is secured by a pledge of 100%
of the capital stock of the Buyer pursuant to a Pledge Agreement between
the Karen Bokram (the owner of the Buyer who has run the Seller's business
since the Magazine's inception) and the Seller (the "Pledge Agreement").
On November 16, 2006, the Seller, the Buyer and the Registrant entered into
a Modification Agreement which extended the maturity date of the Note until
November 28, 2006. On November 28, 2006, the Seller, the Buyer and the
Registrant entered into a Modification Agreement, which, among other things,
amended the Asset Purchase Agreement dated August 18, 2006 by an among the
Buyer, the Seller and Registrant (the "Second Modification Agreement"). The
Second Modification Agreement extended the maturity date for payment of the
Note until August 16, 2007, provided that the Buyer paid to Seller $300,000
of the principal amount of the Note and accrued unpaid interest on the Note
owed as of the date of the Second Modification Agreement. The Second
Modification Agreement also provided that upon an Event of Default under
the Note, the rate of interest accruing on the outstanding principal amount
would be increased by two percent (2%). Pursuant to the Second Modification
Agreement, the Buyer also executed a Security Agreement granting to the
Seller a security interest in the Seller's assets and Karen Bokram executed
a Guaranty Agreement personally guaranteeing payment of the Note.
In connection with the Second Modification Agreement, the Seller also entered
into a Subordination Agreement with Manufacturers and Traders Trust Company
(the "Bank"), which has made a business loan to the Buyer, pursuant to which
the Seller agreed to subordinate its rights under the Note, Pledge Agreement,
Security Agreement and Guaranty Agreement until August 16, 2007. Additionally,
in the event the Buyer is in default under the bank loan and under the Note,
the Seller agreed to refrain from pursuing its default remedies for a period
of 180 days after receiving notice from the bank of such default.
On July 17, 2007, the Seller, the Buyer and the Registrant entered into a
Third Modification Agreement ("Third Modification Agreement") amended the
Note to extend the maturity date of the Note until October 18, 2007, provided
that the Buyer (i) paid to the Registrant the sum of $25,000, which represented
a refund received by Buyer from the U.S. Postal Service, and (ii) paid the
legal fees of the Registrant and the Seller in connection with the negotiation
of the Third Modification Agreement. The Third Modification Agreement also
amended the Asset Purchase Agreement to delete all references to August 16,
2007 and insert October 18, 2007 in lieu thereof. A copy of the third
Modification Agreement is filed as Exhibit 2.1 to this 8-K.
On October 18, 2007, the Buyer failed to make the required payment.
On October 23, 2007, the Seller received notice from the Bank that the bank
has invoked the 180 day standstill provision described above.
The Seller is considering its options in connection with the Buyer's default
under the Note.