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EXHIBIT 10.3
DART GROUP CORPORATION
PROMISSORY NOTE
$25,000,000 January 28, 1998
FOR VALUE RECEIVED, the undersigned, DART GROUP CORPORATION, a
Delaware corporation ("Maker"), hereby promises to pay to the order of SHOPPERS
FOOD WAREHOUSE CORP., a Delaware corporation ("Payee") or its successors or
assigns (each, including Payee, a "Holder"), the original principal amount of
Twenty-Five Million Dollars ($25,000,000.00), together with interest from the
date of this Promissory Note (this "Note") on such principal amount from time
to time outstanding at the Note Rate (as defined below).
1. Interest Rate. From the date hereof until fully
paid, the principal balance outstanding on this Note shall bear interest,
payable as set forth below, at an interest rate of 9 3/4% per annum, compounded
annually (the "Note Rate"). Interest on this Note shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid on
this Note, from the date hereof. Interest shall be computed on the basis of a
360 day year based on the actual number of days on which principal is
outstanding. If Maker does not make an interest payment on the date due, such
interest payment shall itself bear interest at the Note Rate from the date such
interest payment was due until paid in full; provided, however, that interest
is payable only at the times provided in Section 2(a) below. Notwithstanding
the foregoing, in no event shall the interest rate charged under this Note
exceed the maximum rate of interest permitted under applicable law; any
interest payment which would for any reason be deemed unlawful under applicable
law shall be applied to principal.
2. Payments
(a) Interest and Principal Payments. On the
earlier of June 15, 2004 or maturity, whether as a result of repayment in full,
acceleration or otherwise, Maker must pay the then Holder of this Note a
payment equal to the sum of the then outstanding principal balance of this Note
plus accrued and unpaid interest as of the date of such payment. No interest
is payable prior to such time.
(b) Payment Dates Not Falling on Business Days.
If any payment on this Note is due on a Saturday, Sunday or any day on which
national banks are not required to be open for business in Maryland (any other
day being a "Business Day"), such payment shall be made (without penalty) on
the next succeeding Business Day.
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(c) Manner of Payment. Maker must make all
payments of principal and/or interest on this Note in immediately available
United States funds to the then Holder of this Note at 4600 Forbes Blvd.,
Lanham, Maryland 20706, or at such other address as Payee or any subsequent
Holder hereof shall have designated to Maker in writing.
(d) Application of Payments/Prepayment. Maker
may prepay all or any portion of this Note at any time or times and in any
amount without premium or penalty. Any installment payment or prepayment shall
be credited first against the accrued and unpaid interest on this Note and
second against the outstanding principal balance of this Note.
3. Events of Default. This Note shall become due and
payable immediately, without notice, upon the occurrence of one or more of the
following events (each an "Event of Default"):
(a) Maker fails to pay any amount due under this
Note when due.
(b) If, pursuant to or within the meaning of the
United States Bankruptcy Code or any other federal or state law
relating to insolvency or relief of debtors (a "BANKRUPTCY LAW"),
Maker shall (i) commence a voluntary case or proceeding; (ii) consent
to the entry of an order for relief against it in an involuntary case;
(iii) consent to the appointment of a trustee, receiver, assignee,
liquidator, or similar official; (iv) make an assignment for the
benefit of its creditors; or (v) admit in writing its inability to pay
its debts as they become due.
(c) If a court of competent jurisdiction enters
an order or decree under any Bankruptcy Law that (i) is for relief
against Maker in an involuntary case, (ii) appoints a trustee,
receiver, assignee, liquidator, or similar official for Maker or
substantially all of Maker's properties, or (iii) orders the
liquidation of Maker, and in each case the order or decree is not
dismissed within 60 days.
4. Remedies. If this Note is not paid at maturity,
whether by acceleration or otherwise, the Holder hereof shall have all of the
rights and remedies provided by any law or applicable agreement. Any
requirement of reasonable notice shall be met if such Holder sends the notice
to Maker at least seven (7) days prior to the date of sale, disposition, or
other event giving rise to the required notice. Maker is liable to Holder for
all reasonable costs and expenses of every kind incurred in the making or
collection of this Note, including, without limitation, reasonable attorneys'
fees and court costs. These costs and expenses shall include, without
limitation, any costs or expenses incurred by any Holder in any bankruptcy,
reorganization, insolvency, or other similar proceeding.
5. Waivers; Severability. Maker hereby waives demand,
presentment, notice of dishonor or protest, and consents to any extension or
postponement of time of payment without limit as to the number or period, to
the addition of any party, and to the release or discharge of, or suspension of
any rights and remedies against, any person who may be liable for the payment
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of this Note. No delay on the part of a Holder in the exercise of any right or
remedy shall operate as a waiver. No single or partial exercise by a Holder of
any right or remedy shall preclude any other future exercise of it or any other
Holder or the exercise of any other right or remedy. No waiver or indulgence
by a Holder of any default shall be effective unless in writing and signed by
the Holder, nor shall a waiver on one occasion be construed as a bar to or
waiver of that right on any future occasion.
6. Governing Law; Interpretation. This Note shall be
governed and controlled as to interpretation, enforcement, validity,
construction, and in all other respects by the laws, statutes and decisions of
the State of Maryland except where the law of another jurisdiction is
mandatorily applied.
7. Invalidity. If any one or more of the provisions
contained herein shall be invalid, illegal or unenforceable in any respect, the
validity, legality or enforceability of all the remaining provisions shall not
in any way be affected or impaired.
8. Assignment. This Note is binding upon the legal
representatives, successors and assigns of Maker, and inures to the benefit of
Payee, any subsequent Holder hereof, and their respective representatives,
successors and assigns.
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IN WITNESS WHEREOF, Maker has caused this Note to be duly
executed as of the date first above written.
DART GROUP CORPORATION
By: RICHARD B. STONE
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Name: Richard B. Stone
Title: Chief Executive Officer
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DART GROUP CORPORATION
PROMISSORY NOTE
$10,000,000 September 26, 1997
FOR VALUE RECEIVED, the undersigned, DART GROUP CORPORATION, a
Delaware corporation ("Maker"), hereby promises to pay to the order of SHOPPERS
FOOD WAREHOUSE CORP., a Delaware corporation ("Payee") or its successors or
assigns (each, including Payee, a "Holder"), the original principal amount of
Ten Million Dollars ($10,000,000.00), together with interest from the date of
this Promissory Note (this "Note") on such principal amount from time to time
outstanding at the Note Rate (as defined below).
2. Interest Rate. From the date hereof until fully
paid, the principal balance outstanding on this Note shall bear interest,
payable as set forth below, at an interest rate of 9 3/4% per annum, compounded
annually (the "Note Rate"). Interest on this Note shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid on
this Note, from the date hereof. Interest shall be computed on the basis of a
360 day year based on the actual number of days on which principal is
outstanding. If Maker does not make an interest payment on the date due, such
interest payment shall itself bear interest at the Note Rate from the date such
interest payment was due until paid in full. Notwithstanding the foregoing,
in no event shall the interest rate charged under this Note exceed the maximum
rate of interest permitted under applicable law; any interest payment which
would for any reason be deemed unlawful under applicable law shall be applied
to principal.
2. Payments
(a) Interest and Principal Payments. On the
earlier of June 15, 2004 or maturity, whether as a result of repayment in full,
acceleration or otherwise, Maker must pay the then Holder of this Note a
payment equal to the sum of the then outstanding principal balance of this Note
plus accrued and unpaid interest as of the date of such payment.
(b) Payment Dates Not Falling on Business Days.
If any payment on this Note is due on a Saturday, Sunday or any day on which
national banks are not required to be open for business in Maryland (any other
day being a "Business Day"), such payment shall be made (without penalty) on
the next succeeding Business Day.
(c) Manner of Payment. Maker must make all
payments of principal and/or interest on this Note in immediately available
United States funds to the then Holder of this
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Note at 4600 Forbes Blvd., Lanham, Maryland 20706, or at such other address as
Payee or any subsequent Holder hereof shall have designated to Maker in
writing.
(d) Application of Payments/Prepayment. Maker
may prepay all or any portion of this Note at any time or times and in any
amount without premium or penalty. Any installment payment or prepayment shall
be credited first against the accrued and unpaid interest on this Note and
second against the outstanding principal balance of this Note.
3. Events of Default. This Note shall become due and
payable immediately, without notice, upon the occurrence of one or more of the
following events (each an "Event of Default"):
(a) Maker fails to pay any amount due under this
Note when due.
(b) Upon Payee's written notice to Maker
following the occurence and during the continuance of any event
entitling a holder of all or part of the Senior Notes (as hereinafter
defined) to require the redemption or acceleration of all or any part
of the Senior Notes, other than in connection with the Payee's
exchange of Exchange Notes for Original Notes (each as hereinafter
defined). For purposes of this Section 3 (b), the term "Senior Notes"
shall mean the up to $200,000,000 aggregate principal amount of 9 3/4
% Senior Notes due 2004 issued by Payee on June 26, 1997 (the
"Original Notes") and the up to $200,000 aggregate principal amount
93/4 % Senior Notes issued by Payee in exchange for the Original Notes
(the "Exchange Notes").
(c) If, pursuant to or within the meaning of the
United States Bankruptcy Code or any other federal or state law
relating to insolvency or relief of debtors (a "BANKRUPTCY LAW"),
Maker shall (i) commence a voluntary case or proceeding; (ii) consent
to the entry of an order for relief against it in an involuntary case;
(iii) consent to the appointment of a trustee, receiver, assignee,
liquidator, or similar official; (iv) make an assignment for the
benefit of its creditors; or (v) admit in writing its inability to pay
its debts as they become due.
(d) If a court of competent jurisdiction enters
an order or decree under any Bankruptcy Law that (i) is for relief
against Maker in an involuntary case, (ii) appoints a trustee,
receiver, assignee, liquidator, or similar official for Maker or
substantially all of Maker's properties, or (iii) orders the
liquidation of Maker, and in each case the order or decree is not
dismissed within 60 days.
4. Remedies. If this Note is not paid at maturity,
whether by acceleration or otherwise, the Holder hereof shall have all of the
rights and remedies provided by any law or applicable agreement. Any
requirement of reasonable notice shall be met if such Holder sends the notice
to Maker at least seven (7) days prior to the date of sale, disposition, or
other event giving rise to the required notice. Maker is liable to Holder for
all reasonable costs and expenses of every kind incurred in the making or
collection of this Note, including, without limitation,
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reasonable attorneys' fees and court costs. These costs and expenses shall
include, without limitation, any costs or expenses incurred by any Holder in
any bankruptcy, reorganization, insolvency, or other similar proceeding.
5. Waivers; Severability. Maker hereby waives demand,
presentment, notice of dishonor or protest, and consents to any extension or
postponement of time of payment without limit as to the number or period, to
the addition of any party, and to the release or discharge of, or suspension of
any rights and remedies against, any person who may be liable for the payment
of this Note. No delay on the part of a Holder in the exercise of any right or
remedy shall operate as a waiver. No single or partial exercise by a Holder of
any right or remedy shall preclude any other future exercise of it or any other
Holder or the exercise of any other right or remedy. No waiver or indulgence
by a Holder of any default shall be effective unless in writing and signed by
the Holder, nor shall a waiver on one occasion be construed as a bar to or
waiver of that right on any future occasion.
6. Governing Law; Interpretation. This Note shall be
governed and controlled as to interpretation, enforcement, validity,
construction, and in all other respects by the laws, statutes and decisions of
the State of Maryland except where the law of another jurisdiction is
mandatorily applied.
7. Invalidity. If any one or more of the provisions
contained herein shall be invalid, illegal or unenforceable in any respect, the
validity, legality or enforceability of all the remaining provisions shall not
in any way be affected or impaired.
8. Assignment. This Note is binding upon the legal
representatives, successors and assigns of Maker, and inures to the benefit of
Payee, any subsequent Holder hereof, and their respective representatives,
successors and assigns.
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IN WITNESS WHEREOF, Maker has caused this Note to be duly
executed as of the date first above written.
DART GROUP CORPORATION
By: MARK A. FLINT
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Name: Mark A. Flint
Title: Sr VP & CFO
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