|
Exhibit 10.3
THIS
INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION
AGREEMENT BY AMERICAN LEISURE EQUITIES CORPORATION, D/B/A
TRAVELEADERS, INC. IN FAVOR OF JPMORGAN CHASE BANK, N.A., AS
AGENT FOR THE BANKS AS SUCH TERM IS DEFINED FROM TIME TO TIME
IN THAT CERTAIN CREDIT AGREEMENT DATED AS OF JANUARY 28, 2008
BY AND BETWEEN, AMONG OTHER PARTIES, TL ACQUISITION GROUP LLC,
THE AGENT AND THE BANKS.
GUARANTEED PROMISSORY
NOTE
$8,000,000,
as may be adjusted as set forth below March 21,
2008
FOR
VALUE RECEIVED, TL ACQUISITION GROUP LLC, a Delaware limited
liability company (the “ Maker
”), promises to pay to the order of AMERICAN LEISURE
EQUITIES CORPORATION d/b/a TRAVELEADERS, INC., a Florida
corporation (the “ Holder
”), at the Holder’s address at 2460 Sand Lake
Road, Orlando, Florida 32809, or such other place
as the Holder may designate, in lawful money of the United
States of America, the principal sum of Eight Million Dollars
($8,000,000), or such lesser amount as may be determined as
provided in Section 2(a) below, plus interest as calculated
below, due and payable upon, and subject to, the terms and
conditions contained in this guaranteed promissory note (this
“ Note
”). This Note is made in connection with that
certain Asset Purchase Agreement (the “ Purchase
Agreement ”), dated the date hereof, by and among
Maker, Holder and American Leisure Holdings, Inc., a Nevada
corporation. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed
thereto in the Purchase Agreement.
1.
Interest Rate . Beginning on the First Payment
Date, interest shall accrue on the outstanding principal balance at
a rate equal to seven percent (7%) per annum, simple interest,
which interest shall accrue daily, calculated on the basis of a
360-day year. Notwithstanding the foregoing, upon an
Event of Default (as defined below), this Note shall bear interest
on and after the date of such Event of Default pursuant to Section
6 below.
2.
Payment Terms .
(a) The
aggregate amount due under this Note shall be Eight Million
Dollars ($8,000,000) plus or minus the EBITDA Price
Adjustment determined as provided in the Purchase
Agreement.
(b) Subject
to the other terms of this Note, this Note shall be paid as
follows: (i) on the
First Payment Date, a principal payment shall be due and
payable in an amount equal to (x) the lesser of Two Million
Dollars ($2,000,000) or the amount due under this Note as
determined pursuant to Section 2(a) minus (y) the amount, not
to exceed $2,000,000, of any Purchase Price reduction (if
any) made pursuant to Section 2.2(a) of the Purchase
Agreement; (ii) on each of the dates which are three months,
six months, nine months and twelve months after the First
Payment Date, an amount equal to all accrued and unpaid
interest on the remaining principal balance of this Note, if
any, shall be due and payable; (iii) on the Second Payment
Date, an amount equal to the lesser of (x) Four Million
Dollars ($4,000,000), minus the sum of all prior principal
payments made on this Note and (y) the amount remaining
unpaid under this Note shall be due and payable; (iv) on each
of the dates which are three months, six months, nine months
and twelve months after the Second Payment Date, an amount
equal to all accrued and unpaid interest on the remaining
principal balance of this Note, if any, shall be due and
payable; and (v) on the date which is the first anniversary
of the Second Payment Date, all remaining principal amounts
due under this Note, if any, plus all accrued and unpaid
interest under this Note, if any, shall be due and
payable. Payments shall be made by wire transfer
of immediately available funds to the account of the Holder
or by certified or official bank check payable to the Holder
delivered to the Holder at the address of the Holder set
forth above or such other business address as shall be
designated in writing by the Holder.
(c)
Maker and Holder may agree that
payments of principal or interest under this Note may be made
in such non-cash consideration (including equity interests)
as Maker and Holder may so agree.
3.
Application of Payments . Each payment (including
prepayments) received by the Holder shall be applied first to
accrued interest, and then to principal. Any valid
set-off properly made by the Maker pursuant to Section 10.9 of the
Purchase Agreement shall be applied to reduce the outstanding
principal amount of the this Note as of the effective date of the
set-off, with such reduction being applied to the principal
payments due hereunder in the order in which they become
due.
4.
Prepayments . The Maker may prepay the
outstanding principal amount of this Note, in whole or in part, at
any time without penalty.
5.
Events of Default . The occurrence of any one or
more of the following shall constitute an “Event of
Default”:
a)
The
Maker’s failure to pay to the Holder any amount when and as
due under this Note or the Purchase Agreement, if such failure
continues for a period of at least two (2) days;
b)
The
Maker: 1) applies for or consents to the appointment of
a receiver, trustee, custodian or liquidator of it or any of its
property; 2) files a voluntary petition in bankruptcy; 3) files an
answer seeking reorganization or an arrangement with creditors;
4) otherwise seeks to take advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution,
liquidation or other similar laws or statutes; 5) files any answer
admitting the material allegations of a petition filed against it
in any proceeding under any such laws identified in subsection (iv)
above; or 6) makes a general assignment for the benefit of its
creditors;
c)
There
shall be filed against the Maker an involuntary petition seeking
reorganization of the Maker or the appointment of a receiver,
trustee, custodian or liquidator of the Maker or a substantial part
of its assets, or an involuntary petition under any bankruptcy,
reorganization or insolvency law or any jurisdiction, whether now
or hereafter in effect (any of the foregoing petitions being
hereinafter referred to as an “ Involunt
|
