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Exhibit 10.26
PROMISSORY NOTE
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$160,522.00 November 1, 1997
FOR VALUE RECEIVED, the adequacy of which is hereby
acknowledged, MEETA VYAS (the "Maker"), hereby promises to pay to SIGNATURE
BRANDS USA, INC., a Delaware corporation (hereinafter with its assignees, the
"Payee") the principal amount of $160,522.00, together with interest on the
outstanding balance from the date of this Promissory Note until the principal
balance hereof is paid in full (the "Loan Period") at the Actual Rate of
Interest. As used herein, "Actual Rate of Interest" means the average rate of
interest paid during the Loan Period by Signature Brands, Inc. under that
certain Credit Agreement dated August 17, 1994, as amended through the date
hereof, (the "Credit Agreement") by and among Signature Brands, Inc., the banks,
financial institutions and other institutional lenders (the "Lenders") and
Banque Nationale de Paris as agent for the Lenders, as more fully described on
"Attachment 1" hereto. Interest shall be computed on the basis of a year of 360
days in each case for the actual number of days elapsed.
The principal amount of this Note, together with any accrued
and unpaid interest shall be due and payable on December 31, 1997.
The unpaid principal amount may be prepaid at any time and
from time to time in whole or in part, together with all accrued interest in
respect to the principal repaid, without premium or penalty.
In the event the Maker shall fail to make any payment of
principal and/or interest due hereunder on the date or dates of payment called
for hereunder, and such nonpayment shall not have been cured within fifteen (15)
days, then the Maker shall be deemed to be in default hereunder and the Payee
may declare the entire remaining indebtedness owing hereunder, including accrued
interest, to become immediately due and payable forthwith, without presentment,
demand, protest or notice of any kind, all of which are expressly waived by the
Maker.
This Note shall be subject to and construed in accordance with
the laws of the State of Ohio. If any provision herein shall be unenforceable
such unenforceable provision shall not render the remaining provisions hereof
unenforceable or invalid.
The Maker hereby waives presentment, notice of dishonor,
protest and diligence by Payee in bringing suit against the Maker solely in
connection with this Note. The Maker consents that the time of payment may be
extended an unlimited number of times before or after maturity without notice to
the undersigned, and that the Maker shall not be discharged by reason of any
such extension or extensions of time. No delay or omission on the part of the
Holder in exercising any right hereunder shall operate as a waiver of such right
or any other right under this
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Note. A waiver on any one occasion shall not be construed as a bar to or waiver
of any such right or remedy on any future occasion.
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Meeta Vyas
"Maker"
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ATTACHMENT 1 TO
PROMISSORY NOTE
SECTION 2.06. of the Credit Agreement provides for payment of
interest by Signature Brands, Inc. to Lenders as follows:
SECTION 2.06. INTEREST. (a) SCHEDULED INTEREST. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender from the date of such Advance until such principal amount shall be paid
in full at the following rates per annum:
(i) BASE RATE ADVANCES. During such periods as such Advance
is a Base Rate Advance, a rate per annum equal at all times to the sum
of (i) the Base Rate in effect from time to time PLUS (ii) the
Applicable Margin in effect from time to time, payable quarterly in
arrears on the last day of each September, December, March and June
during such periods, commencing on September 30, 1994, and on the date
such Base Rate Advance shall be Converted or on the Termination Date.
(ii) EURODOLLAR RATE ADVANCES. During such periods as such
Advance is a Eurodollar Rate Advance, a rate per annum equal at all
times during each Interest Period for such Advance to the sum of (i)
the Eurodollar Rate for such Interest Period for such Advance PLUS (ii)
the Applicable Margin in effect on the first day of such Interest
Period, payable in arrears on the last day of such Interest Period and,
if such Interest Period has a duration of more than three months, on
each day that occurs during such Interest Period every three months
from the first day of such Interest Period.
(b) DEFAULT INTEREST. Upon the occurrence and during the
continuance of an Event of Default or a Default with respect to any event
described in Section 6.01(e), the Borrower shall pay interest on (i) the unpaid
principal amount of each Advance owing to each Lender, payable in arrears on the
dates referred to in clause (a)(i) or (a)(ii) above and on demand, at a rate per
annum equal at all times to 2% per annum above the rate per annum required to be
paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) the
amount of any interest, fee or other amount payable hereunder that is not paid
when due, from the date such amount shall be due until such amount shall be paid
in full, payable in arrears on the date such amount shall be paid in full and on
demand, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on Base Rate Advances pursuant to clause (a)(i)
above.
The Credit Agreement further provides that the following terms
shall be defined as set forth below:
"APPLICABLE MARGIN" means 1.00% per annum for Base Rate
Advances and 2.50% per annum for Eurodollar Rate Advances.
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"BASE RATE" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the higher of:
(a) the rate of interest announced publicly by BNP
in New York City, from time to time as its prime rate (and
such term shall not be construed to be its best or most
favorable rate); and
(b) 1/2 of 1% per annum above the Federal Funds
Rate.
(d) money market mutual funds registered under the
Investment Company Act, investing in obligations, or
repurchase agreements secured by obligations, of the type
described in clause (a) or (b) above.
"EURODOLLAR RATE" means, for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per
annum at which deposits in U.S. dollars are offered by the principal office of
BNP in London, England to prime banks in the London Interbank market at 11:00
A.M. (London time) two Business Days before the first day of such Interest
Period in an amount substantially equal to BNP's Eurodollar Rate Advance
comprising part of such Borrowing to be outstanding during such Interest Period
and for a period equal to such Interest Period by (b) a percentage equal to 100%
MINUS the Eurodollar Rate Reserve Percentage for such Interest Period.
"EURODOLLAR RATE RESERVE PERCENTAGE" means, for any Interest
Period for all Eurodollar Rate Advances comprising part of the same Borrowing,
the reserve percentage applicable two Business Days before the first day of such
Interest Period under regulations issued form time to time by the Board of
Governors of the Federal Reserve System (or any successor thereto) for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which
the interest rate on Eurodollar Rate Advances is determined) having a term equal
to such Interest Period.
"INTEREST PERIOD" means, for all Eurodollar Rate Advances
comprising part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advances or on the date of the Conversion of any Base Rate
Advance into any such Eurodollar Rate Advance, and ending on the last day of the
period selected by the Borrower pursuant to the provisions below and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by
the Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months, as the Borrower may,
upon notice received by the Agent not later than 11:00 A.M. (New York City time)
on the third Business Day prior to the first day of such Interest Period,
select; PROVIDED, HOWEVER, that:
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(a) the Borrower may not select any Interest Period
that ends after any principal repayment installment date
unless, after giving effect to such selection, the aggregate
principal amount of Base Rate Advances and of Eurodollar Rate
Advances having Interest Periods that end on or prior to such
principal repayment installment date shall be at least equal
to the aggregate principal amount of Advances due and payable
on or prior to such date;
(b) Interest Periods commencing on the same date for
Eurodollar Rate Advances comprising part of the same Borrowing
shall be of the same duration;
(c) whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on
the next succeeding Business Day; PROVIDED, HOWEVER, that, if
such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last
day of such Interest Period shall occur on the immediately
preceding Business Day; and
(d) whenever the first day of any Interest Period
occurs on a day of an initial calendar month for which there
is no numerically corresponding day in the calendar month that
succeeds such initial calendar month by the number of months
equal to the number of months in such Interest Period, such
Interest Period shall end on the last Business Day of such
succeeding calendar month.
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