EXHIBIT 10.13
VITECH AMERICA, INC.
10% SENIOR NOTE
DUE JUNE 26, 1999
$10,000,000 JUNE 26, 1997
VITECH AMERICA, INC. a Florida corporation (the "Company") having its
principal office at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000, for value
received, hereby promises to pay to XXXXXXX X. XX. XXXXXXX XX., or registered
assigns (the "Holder") on June 26, 1999 or prior thereto as hereinafter provided
(the "Maturity Date") at the principal offices of the Company, the principal sum
of Ten Million Dollars ($10,000,000) in legal tender of the United States of
America, and to pay interest on the outstanding principal balance at the rate of
ten percent (10%) per annum from the date hereof until the Company's obligation
with respect to the payment of such principal sum shall be discharged as herein
provided. Interest hereunder shall accrue from the date of this Note and shall
be payable monthly on the 1st day of each month in arrears for interest accrued
during the preceding month, commencing July 1, 1997, while this Note is
outstanding.
This Note is the direct obligation of the Company chargeable against
all of its property, whatsoever and wheresoever, both present and future, and,
if divided into separate Notes, all such Notes shall rank equal and ratably
without preference or priority of any of said Notes, over any others thereof.
PREPAYMENT
The principal amount of this Note may be prepaid by the Company, in
whole or in part, without premium or penalty, at any time. Upon any prepayment
of the entire principal amount of this Note, all accrued but unpaid interest
shall be paid to the Holder of this Note on the date of prepayment.
CONVERSION
This Note is convertible into shares of Common Stock of the Company, at
the option of the Holder with no less than ninety (90) days prior written notice
of the Holder's intent to covert, along with the Note, delivered to the
Company's offices. The Note may be converted in whole or in part, so long as the
part is One Million Dollars ($1,000,000) or a whole multiple of One Million
Dollars ($1,000,000). The conversion rate shall be one share of Common Stock for
each Fifteen Dollars ($15.00) of principal, subject to adjustment in certain
events. On conversion, no payment or adjustment for interest shall be made.
The conversion price will be adjusted for dividends or distributions on
Common Stock payable in the Company's Common Stock, and for subdivisions,
combinations or certain reclassifications of the Company's Common Stock. If the
Company is a party to a consolidation or merger or transfer of all or
substantially all of its assets, the right to convert a Note into Common Stock
will be changed into a right to convert it into securities, cash or other assets
of the Company or another entity, on the same basis as the other common
shareholders of the Company.
Upon notification of the Holder's intent to convert, the Company will
use its best effort to file a registration statement on Form S-3 to register a
sufficient number of shares to satisfy the conversion of the Note.
COVENANTS
The Company covenants and agrees that, so long as this Note shall be
outstanding, it will
/bullet/ promptly pay and discharge all lawful taxes, assessments and
governmental charges or levies upon the Company or upon its income
and profits, or upon any of its property, before the same shall
become in default, as well as all lawful claims for labor, materials
and supplies, which, if unpaid, might become a lien or charge upon
such properties or any part thereof.
/bullet/ do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, rights and franchises
and comply with all laws applicable to the Company as its counsel may
advise.
/bullet/ keep adequately insured, by financially sound reputable insurers, all
property of a character usually insured by similar corporations and
carry such insurance as is usually carried by similar corporations.
/bullet/ at all times keep true and correct books, records and accounts.
EVENTS OF DEFAULT
This Note shall become due and payable upon written demand made by the
Holder hereof if one or more of the following events, herein called "events of
default", shall happen and be continuing as hereinafter provided:
/bullet/ Default in the payment of principal and accrued interest on this Note
when and as the same shall become due and payable, if such default
shall continued uncured for 30 days after due.
/bullet/ Default in the due observance or performance of any covenant,
condition or agreement on the part of the Company to be observed or
performed pursuant to the terms hereof, if such default shall
continue uncured for 60 days after written notice specifying such
default shall have been given to the Company by the Holder of the
Note.
/bullet/ Application for, or consent to, the appointment of a receiver,
trustee or liquidator of the Company or of its property.
/bullet/ Admission in writing of the Company's inability to pay its debts as
they mature. General assignment by the Company for the benefit of
creditors
/bullet/ Filing by the Company of a voluntary petition in bankruptcy or a
petition or an answer seeking reorganization or an arrangement with
creditors.
MISCELLANEOUS
The Company may consider and treat the person in whose name this Note
shall be registered as the absolute owner thereof for all purposes whatsoever.
Payments of interest shall be made as specified above to the registered
owner of this Note. Payment of principal shall be made to the registered owner
of this Note upon presentation of this Note upon or after maturity. No interest
shall be due on this Note for such period of time that may elapse between the
maturity of this Note and its presentation for payment.
The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the company, either at law or in equity until conversion of this
Note, and the rights of the Holder are limited to those expressed in this Note.
This Note shall be construed and enforced in accordance with the laws
of the State of Florida.
IN WITNESS WHEREOF, VITECH AMERICA, INC. has caused this Note to be
signed in its name by an authorized officer of the Company.
VITECH AMERICA, INC.,
A FLORIDA CORPORATION
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx,
Chief Financial Officer
