EXHIBIT 10.10
PROMISSORY NOTE
$2,606,000. December 11, 1998
New York, New York
FOR VALUE RECEIVED, the undersigned, GLENN SANDS ("Maker"), an
individual residing at 2 Rio Vista Drive, Alpine, New Jersey 07620, hereby
promises to pay to the order of PERISCOPE SPORTSWEAR, INC., a Delaware
corporation, or its assigns ("Holder"), at 1407 Broadway, New York, New York
10018, or at such other place as may be designated by Holder, in legal tender of
the United States of America, the principal sum of TWO MILLION SIX HUNDRED SIX
THOUSAND DOLLARS ($2,606,000), in three annual installments as follows: (1) TWO
MILLION TWO THOUSAND DOLLARS ($2,002,000) shall be due and payable on December
31, 1999, (2) THREE HUNDRED TWO THOUSAND DOLLARS ($302,000) shall be due and
payable on December 31, 2000, and (3) THREE HUNDRED TWO THOUSAND DOLLARS
($302,000) shall be due and payable on December 31, 2001. This Note may be
prepaid in whole or in part at any time, at the option of Maker.
Except as otherwise provided herein, this Note is a non-interest
bearing note.
In the event Maker shall default in the due and punctual payment of
any principal installment on this Note when and as the same shall become due and
payable (an "Event of Default"), and such Event of Default shall continue for a
period of ten (10) days from the due date thereof (the "Date of Default"),
whether or not notice of default is given, then Holder may, at any time, at its
election, declare the entire principal amount then outstanding of this Note
immediately due and payable and, at any time thereafter, Holder may proceed to
collect the principal of and any interest on this Note then outstanding,
together with costs and expenses of collection (including reasonable attorneys'
fees) incurred by Holder in connection with a default under, or enforcement of
any provision of, this Note. In addition to the rights and remedies provided
above, all other rights and remedies provided by law shall be available to
Holder, and all rights and remedies shall be cumulative.
Following an Event of Default, Maker shall pay interest at the rate of
ten (10%) percent per annum on the principal amount then outstanding from the
Date of Default to the date of the actual payment thereof. Any payment hereunder
received by Holder after the Date of Default shall first be applied to the
accrued interest on the outstanding principal amount, and then to the
outstanding principal amount.
Maker hereby waives diligence, demand, presentment for payment, notice
of nonpayment, protest and notice of protest, and specifically consents to and
waives notice of any renewals or extensions of this Note, whether made to or in
favor of Maker or any other person or persons. Maker hereby expressly waives the
pleading of any statute of limitations as a
defense to any demand against Maker under this Note. MAKER WAIVES THE RIGHT TO
TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH THIS NOTE.
Notwithstanding anything in this Note to the contrary, the obligations
of Maker under this Note shall be absolute. Maker expressly and unconditionally
waives any and all rights to offset, deduct or withhold any payments or charges
due under this Note for any reason whatsoever.
Notwithstanding anything to the contrary contained in this Note, no
interest shall accrue or be payable hereunder that is in excess of the maximum
amount permitted under the applicable law relating to usury. Any interest that
is in excess of the maximum amount permitted under the applicable law relating
to usury shall be applied to reduce the outstanding principal balance hereof and
shall be deemed to represent a prepayment of principal hereunder.
The acceptance by Holder 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 Holder's rights or remedies at that time or at any subsequent time,
without the express written consent of Holder, except as and to the extent
otherwise provided by law.
The times for the performance of any obligation hereunder shall be
strictly construed, time being of the essence. Whenever any payment to be made
hereunder shall be stated to be due on a day which is not a Business Day (as
hereinafter defined), the payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
payment of interest hereunder. As used herein, the term "Business Day" means any
day excluding Saturday, Sunday and any day that is a legal holiday under the
laws of the State of New York or is a day on which banks located in New York
City are authorized by law or other governmental action to close.
No single or partial exercise of any power granted to Holder under
this Note or any other agreement between Holder and Maker shall preclude other
or further exercise thereof or the exercise of any other power. No delay or
omission on the part of Holder in exercising any right under this Note shall
operate as a waiver of such right or of any other right.
If any provisions of this Note, or the application thereof to any
circumstance, is found to be unenforceable, invalid or illegal, such provision
shall be deemed deleted from this Note or not applicable to such circumstance,
as the case may be, and the enforceability, validity or legality of the
remainder of this Note shall not be affected or impaired thereby.
Any notice to be given hereunder shall be in writing and sent by
certified or registered mail or by express courier or delivered by hand to the
address set forth at the head of this Note, or to such other address as either
Maker or Holder may hereafter duly designate in writing to the other.
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This Note shall be binding upon Maker, and his heirs and
administrators, and inure to the benefit of Holder, and its successors and
assigns.
This Note is subject to a letter agreement, dated the date hereof,
between Maker and GIANT GROUP, LTD. with respect to a possible one year
extension of a portion of a principal payment hereunder upon certain events.
This Note sets forth the entire agreement between Maker and Holder as
to the subject matter herein, and cannot be modified or discharged except by an
agreement in writing signed by Maker and Holder.
This Note shall be construed and enforced in accordance with, and
governed by, the laws of the State of New York.
/s/ Glenn Sands
_______________________________
Glenn Sands
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