Exhibit 10.1
$1,000,000.00
December 4 , 2008
Waco (city) , Texas (state)
PROMISSORY
NOTE
(Revolving Line of
Credit)
FOR
VALUE RECEIVED, CELSIUS, INC. , a Nevada corporation,
authorized to do business in Florida as CELSIUS PRODUCTS,
INC. (hereinafter the “Borrower”), promises to pay
to the order of CD FINANCIAL, LLC , a Florida limited
liability company, its successors or assigns (hereinafter the
“Lender”) at 3299 N. W. 2nd Avenue, Boca
Raton, FL 33431 or such other place as Lender may from time to time
designate in writing, the principal sum of ONE MILLION AND
NO/100THS DOLLARS ($1,000,000.00) plus interest on the unpaid
principal balance the variable rate equal to three hundred (300)
[3.00%] basis points over the one (1) month LIBOR Rate (the
“Note Rate”).
The term LIBOR shall mean the London Interbank
Offered Rate as published in the “Money Rates” section
of The Wall Street Journal on the date of execution
hereof, or if no such rate is published in The Wall
Street Journal , then the nearest comparable published rate, as
determined by the Lender. Interest shall be calculated
on the principal balance, which from time to time is
outstanding, on the basis of a three hundred sixty (360)
day year, based on the actual number of days elapsed in each
month. The rate of interest from time to time applicable
to the unpaid balance of the principal shall be calculated on a
monthly basis, and payments shall be made as follows:
Commencing on January 25 ,
2008 and continuing on 25th day of each month hereafter,
Borrower shall make monthly payments of interest only at the Note
Rate. On December 24 , 2009 (the “Maturity
Date”), all outstanding and unpaid principal, all accrued and
unpaid interest thereon and other charges or fees which are then
due and owing from Borrower to Lender shall be immediately due and
payable.
Thereafter, annual extensions to the
Maturity Date shall be available to the Borrower upon
Lender’s sole discretion, provided: (i) no Event
of Default (as such term is defined herein and in the Loan
Agreement) exists under the Loan and there exists no fact or
circumstance that with notice, the lapse of time or both would
constitute an Event of Default under the Loan, (ii) Borrower
requests same in writing at least thirty (30) days prior to the
then-existing Maturity Date, and (iii) in Lender’s sole
determination, no material adverse change has occurred in any
Obligor or the collateral for the Loan.
Subject to the terms and conditions
of this Note and the Loan and Security Agreement, described
below, Lender shall advance funds to Borrower pursuant to the terms
of such Loan and Security Agreement such that Borrower may borrow,
partially or wholly repay, and reborrow, on a revolving basis, up
to a maximum principal sum equal to the face amount of this Note at
any one time outstanding.
Prior to the occurrence of an Event of Default,
all payments made hereunder shall be applied first to interest due
and payable hereunder, then to principal, then to all amounts due
hereunder other than interest and principal as more particularly
described hereinabove. If an Event of Default has
occurred and is continuing, all payments made hereunder may be
applied to the sums due hereunder or in the Loan Documents executed
and delivered in connection with this Note, in a manner and order
according to the sole discretion of Lender.
If any payment required to be paid pursuant to
this Note is not paid in full within five (5) days after its
scheduled due date, Lender may assess a late charge in the amount
of five percent (5%) of the unpaid amount of the payment, or the
maximum permitted by applicable law, whichever is less.
Failure to make any payment when due shall cause
the entire remaining unpaid balance of principal and interest to be
declared immediately due and payable at the option of the Lender
without notice or demand. Additional events of default
hereunder and the rights and remedies of Lender upon the
occurre
