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EXHIBIT 10.21
TERM PROMISSORY NOTE
New York, New York
$4,000,000 March __, 2002
FOR VALUE RECEIVED, L.S. HOLDING, INC., a United States Virgin Islands
corporation (the "Debtor"), hereby unconditionally promises to pay to the order
of CONGRESS FINANCIAL CORPORATION (FLORIDA), a Florida corporation ("Payee"), at
the offices of Payee at 777 Brickell Avenue, Miami, Florida 33131, or at such
other place as the Payee or any holder hereof may from time to time designate,
the principal sum of FOUR MILLION AND 00/100 DOLLARS ($4,000,000) in lawful
money of the United States of America and in immediately available funds, on
March __, 2005 or such date as may be extended as provided in the Loan Agreement
referred to below (or earlier as hereinafter provided).
Debtor hereby further promises to pay interest to the order of Payee on the
unpaid principal balance hereof at the Interest Rate (as defined below). Such
interest shall be paid in like money at said office or place from the date
hereof, commencing April 1, 2002 and on the first day of each month thereafter
until the indebtedness evidenced by this Note is paid in full. Interest payable
upon and after an Event of Default or termination of the Loan Agreement shall be
payable upon demand.
For purposes hereof, (a) subject to clauses (i) and (ii) below, the term
"Interest Rate" shall mean, as to Prime Rate Loans, a rate equal to
three-quarters (3/4%) percent per annum in excess of the Prime Rate (as defined
below), and as to Eurodollar Rate Loans (as defined below), a rate equal to two
and three-quarters (2 3/4%) percent per annum in excess of the Adjusted
Eurodollar Rate (as defined in the Loan Agreement referred to below); PROVIDED,
THAT, at Payee's option, without notice, the Interest Rate shall mean a rate of
two and three-quarters (2 3/4%) percent per annum in excess of the Prime Rate as
to Prime Rate Loans and a rate of four and three-quarters (4 3/4%) percent per
annum in excess of the Adjusted Eurodollar Rate as to Eurodollar Rate Loans, (i)
for the period (A) on and after the date of termination of the Loan Agreement
until such time as all Obligations are paid and satisfied in full in immediately
available funds or (B) from and after the date of the occurrence of an Event of
Default, and for so long as such Event of Default is continuing as determined by
Payee, and (ii) on Loans at any time outstanding in excess of the Borrowing Base
or the Maximum Credit (whether or not such excess(es) arise or are made with or
without Payee's knowledge or consent and whether made before or after an Event
of Default) following demand by Payee in accordance with the terms of the Loan
Agreement, (b) the term "Prime Rate" shall mean the rate from time to time
publicly announced by First Union National Bank, or its successors, from time to
time, as its prime rate, whether or not such announced rate is the best rate
available at such bank, (c) the term "Event of Default" shall mean an Event of
Default as such term is defined in the Loan Agreement, and (d) the term "Loan
Agreement" shall mean the Loan and Security Agreement, dated of even date
herewith, by and among Payee, Debtor, L.S. Holding (Florida), Inc., L.S.
Wholesale, Inc. and Little Switzerland, Inc., as the same now exists or may
hereafter be amended, modified, supplemented, extended,
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renewed, restated or replaced. Unless otherwise defined herein, all capitalized
terms used herein shall have the meaning assigned thereto in the Loan Agreement.
The Interest Rate payable hereunder on non-contingent Obligations (other
than Eurodollar Rate Loans) shall increase or decrease by an amount equal to
each increase or decrease, respectively, in the Prime Rate, effective on the
first day of the month after any change in the Prime Rate is announced. The
increase or decrease shall be based on the Prime Rate in effect on the last day
of the month in which any such change occurs. Interest shall be calculated on
the basis of a three hundred sixty (360) day year and actual days elapsed. In no
event shall the interest charged hereunder exceed the maximum permitted under
the laws of the State of Florida or other applicable law.
This Note is issued pursuant to the terms and provisions of the Loan
Agreement to evidence the Term Loan by Payee to Debtor. This Note is secured by
the Collateral described in the Loan Agreement (as such term is defined in the
Loan Agreement), and all notes, guarantees, security agreements and other
agreements, documents and instrument now or at any time hereafter executed
and/or delivered by Debtor or any other party in connection therewith (all of
the foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, renewed, extended, restated or
replaced, being collectively referred to herein as the "Financing Agreements"),
and is entitled to all of the benefits and rights thereof and of the other
Financing Agreements. At the time any payment is due hereunder, at its option,
Payee may charge the amount thereof to any account of Debtor maintained by
Payee.
If any payment of principal or interest is not made when due hereunder, or
if any other Event of Default shall occur for any reason, or if the Loan
Agreement shall be terminated for any reason whatsoever, then and in any such
event, in addition to all other rights and remedies of Payee under the other
Financing Agreements, applicable law or otherwise, all such rights and remedies
being cumulative, not exclusive and enforceable alternatively, successively and
concurrently, Payee may, at its option, declare any or all of Debtor's
obligations, liabilities and indebtedness owing to Payee under the Loan
Agreement and the other Financing Agreements (the "Obligations"), including,
without limitation, all amounts owing under this Note, to be due and payable,
whereupon the then unpaid principal balance hereof, together with all interest
accrued thereon, shall forthwith become due and payable, together with interest
accruing thereafter at the then applicable Interest Rate stated above until the
indebtedness evidenced by this Note is paid in full in immediately available
funds, plus the costs and expenses of collection hereof, including, but not
limited to, reasonable attorneys' fees and legal expenses.
Debtor (i) waives diligence, demand, presentment, protest and notice of any
kind, (ii) agrees that it will not be necessary for Payee to first institute
suit in order to enforce payment of this Note and (iii) consents to any one or
more extensions or postponements of time of payment, release, surrender or
substitution of collateral security, or forbearance or other indulgence, without
notice or consent. The pleading of any statute of limitations as a defense to
any demand against Debtor is expressly hereby waived by Debtor. Upon any Event
of Default or termination of the Loan Agreement, Payee shall have the right, but
not the obligation to setoff against this Note all money owed by Payee to
Debtor.
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Payee shall not be required to resort to any Collateral for payment, but
may proceed against Debtor and any guarantors or endorsers hereof in such order
and manner as Payee may choose. None of the rights of Payee shall be waived or
diminished by any failure or delay in the exercise thereof.
The validity, interpretation and enforcement of this Note and the other
Financing Agreements and any dispute arising in connection herewith or therewith
shall be governed by the internal laws of the State of Florida, but excluding
any principals of conflicts of law or other rule of law that would cause
application of the law of any jurisdiction other than the laws of the State of
Florida.
Debtor irrevocably consents and submits to the non-exclusive jurisdiction
of the Circuit Court of Miami-Dade County, Florida and the United States
District Court for the Southern District of Florida, whichever Payee may elect,
and waives any objection based on venue or FORUM NON CONVENIENS with respect to
any action instituted therein arising under this Note or any of the other
Financing Agreements or in any way connection with or related or incidental to
the dealings of Debtor and Payee in respect of this Note or any of the other
Financing Agreements or the transactions related hereto or thereto, in each case
whether now existing or hereafter arising, and whether in contract, tort, equity
or otherwise, and agrees that any dispute arising out of the relationship
between Debtor and Payee or the conduct of such persons in connection with this
Note or otherwise shall be heard only in the courts described above (except that
Payee shall have the right to bring any action or proceeding against Debtor or
its property in the courts of any other jurisdiction which Payee deems necessary
or appropriate in order to realize on the Collateral or to otherwise enforce its
rights against Debtor or its property).
Debtor hereby waives personal service of any and all process upon it and
consents that all such service of process may be made by certified mail (return
receipt requested) directed to it and service so made shall be deemed to be
completed five (5) days after the same shall have been so deposited in the U.S.
mails, or, at Payee's option, by service upon Debtor in any other manner
provided under the rules of any such courts. Within thirty (30) days after such
service, Debtor shall appear in answer to such process, failing which Debtor
shall be deemed in default and judgment may be entered by Payee against Debtor
for the amount of the claim and other relief requested.
DEBTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS NOTE OR (ii) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS BETWEEN DEBTOR AND PAYEE
IN RESPECT OF THIS NOTE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. DEBTOR
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY.
This Note is registered as to both principal and stated interest with the
Debtor, and notwithstanding any other provision hereof, transfer of the right to
the principal of and stated
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interest thereon may be effected only by the surrender of this Note and either
the reissuance by the Debtor of this Note to the new payee or issuance by the
Debtor of a new note to the new payee. The Debtor acknowledges that is has
received from Payee a completed Form W-8BEN, and that Payee is not a 10%
shareholder, as defined in Section 871(h) of the Code. For purposes of this
Note, the term "Code" means the Internal Revenue Code of the United States
Virgin Islands, as the same now exists or may from time to time hereafter be
amended, modified, recodified or supplemented, together with all rules,
regulations and interpretations thereunder or related thereto.
The execution and delivery of this Note has been authorized by the Board of
Directors and by any necessary vote or consent of the stockholders of Debtor.
This Note shall be binding upon the successors and assigns of Debtor and
inure to the benefit of Payee and its successors, endorsees and permitted
assigns. Whenever used herein, the term "Debtor" shall be deemed to include its
successors and assigns and the term "Payee" shall be deemed to include its
successors, endorsees and permitted assigns. If any term or provision of this
Note shall be held invalid, illegal or unenforceable, the validity of all other
terms and provisions hereof shall in no way be affected thereby.
L.S. HOLDING, INC.
By:
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Title:
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