Exhibit 10.2
REVOLVING PROMISSORY
NOTE
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US $10,000,000
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Dated: December 14, 2005
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FOR VALUE RECEIVED,
CRUZAN INTERNATIONAL, INC. ,
a corporation formed under the laws of Delaware (the
“Borrower”), having its address at Suite 1500, 222
Lakeview Avenue, West Palm Beach, Florida 33401, USA, hereby
promises to pay to V&S VIN & SPRIT AB (publ) (the
“Lender”), at its offices located at
Årstaängsvägen 19a, 117 97 Stockholm, Sweden or at
such other place that the Lender may designate in writing, in
lawful money of the United States of America and in immediately
available funds, the principal amount of US Dollars TEN MILLION (US
$10,000,000.00) on December 15, 2006, (the “Final Maturity
Date”) or such lesser principal amount, as may be due as
shown on the grid attached to this Note (the “Grid”)
from time to time, together with interest on the unpaid principal
amount owing hereunder from time to time as shown thereon.
The entries made on the Grid shall be presumptive evidence of the
existence and amounts of the obligations of the Borrower thereon
recorded absent manifest error.
Subject to the terms and conditions
hereof, during the period from the date hereof to the Final
Maturity Date, Lender agrees to make revolving loans to the
Borrower in an aggregate principal amount at any time outstanding
up to US Dollars Ten Million (US $10,000,000.00), and the Borrower
may borrow, repay and re-borrow such revolving loans.
Borrowings may be made by the Borrower from time to time from the
Lender (each such borrowing called a “Borrowing”) with
an interest period starting on the date the amount of the Borrowing
is received from the Lender (a “Utilization Day”) upon
the Borrower’s written request and ending on a specific date
which shall be agreed between the Lender and the Borrower (the
“Interest Period”). If the Borrower and the Lender do
not agree on an Interest Period for a specific Borrowing within
seven (7) days of such Utilization Date, the duration of the
Interest Period for said Borrowing shall be deemed to be one month.
The principal amount of such Borrowing, together with the
then outstanding aggregate principal balance of Borrowings, shall
not exceed the maximum principal amount of this Note.
The interest rate on each Borrowing
outstanding under this Note shall be (i) the rate set by the
British Bankers Association being defined as the London Inter-bank
Offered Rate (LIBOR) for US Dollars as published by Reuters News
Service two banking days before the Utilization Day for the agreed
Interest Period (the “Rate”), plus (ii) a margin of
0.90% (the “Margin”),. The applicable Rate plus
the Margin shall be referred to herein as the “Total Interest
Rate.” If an Interest Period in respect of a Borrowing
borrowed under this Note would otherwise overrun the Final Maturity
Date, it shall be shortened so that it ends on the Final Maturity
Date.