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EXHIBIT 10.15
This instrument was made, executed and delivered
outside the State of Florida, and no Florida
Documentary Stamp tax is due hereon in
accordance with F.A.C. 12B-4.053 (35).
NEWBEVCO, INC.
TERM NOTE
$16,600,000.00
February 18, 1997
FOR VALUE RECEIVED, the undersigned, NewBevco, Inc., a Delaware corporation
("Borrower"), promises to pay to the order of Xxxxxxx Bank, N.A. successor by
merger to Xxxxxxx Bank of Broward County, N.A., a national banking association
("Bank"), at the offices of Bank in Fort Lauderdale, Florida, or at such other
place as the holder of this note may from time to time designate, the principal
sum of SIXTEEN MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($16,600,000.00)
or the aggregate unpaid principal amount of all advances made by Bank to the
undersigned under this Note, if different, in lawful money of the United States
of America, and to pay interest on the principal amount remaining from time to
time outstanding from the date hereof until due at the rates selected by
Borrower for each advance hereunder as described in the Credit Agreement dated
February 29, 1996 executed by Borrower and Bank as may be amended from time to
time ("Credit Agreement"). After the due date of this Note, whether by
acceleration or otherwise, interest shall accrue on the principal amount
remaining unpaid at a rate equivalent to five percent (5%) per annum above the
Prime Rate until paid (the "Default Rate").
Notwithstanding the foregoing, however, in no event shall the interest rate
applicable to principal outstanding under this note exceed the maximum rate of
interest allowed by applicable law, as amended from time to time. Bank does not
intend to charge any amount of interest or other fees or charges in the nature
of interest that exceeds the maximum rate allowed by applicable law. If any
payment of interest or in the nature of interest hereunder would cause the
foregoing interest rate limitation to be exceeded, then such excess payment
shall be credited as a payment of principal unless the undersigned notifies the
Bank in writing that the undersigned wishes to have such excess sum returned,
together with interest at the rate specified in Section 687.04 (2), Florida
Statutes, or any successor statute.
The term "LIBOR Rate" shall have the meaning set forth in the Credit Agreement.
The term "Prime Rate" shall mean the annual rate of interest announced from time
to time by Xxxxxxx Xxxxx, Inc. as its "prime rate". The Prime Rate is a
reference rate for the information and use of Bank in establishing actual rates
to be charged its borrowers. The interest rates applicable to this Note shall be
adjusted daily to reflect changes in the Prime
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Rate, effective as of the date each such change occurs. Interest shall be
computed on the basis of a year of 360 days but charged for the actual number of
days elapsed.
Payments of this Note (other than prepayments) shall first be credited to
interest and lawful charges then accrued and the remainder to principal, and
prepayments in the ordinary course shall first be credited to principal, unless
otherwise determined by Bank in its sole discretion.
Interest shall be payable monthly in arrears beginning on February 1, 1997, and
continuing on the like day of each month thereafter, as long as any principal
amount remains outstanding hereunder, and at maturity.
Principal payments, based on a five year amortization schedule, in the amount of
$830,000.00 shall be due and payable on February 1, 1998 and continuing
quarterly thereafter until the Termination Date, as defined in the Credit
Agreement, at which time the outstanding balance of the Loan plus any and all
accrued and unpaid interest shall be due and payable.
If any payment of interest is more than ten (10) days late, the undersigned
agrees to pay Bank a late charge equal to five percent (5%) of the payment (the
"Late Fee"). The provisions of this Note establishing a Late Fee shall not be
deemed to extend the time for any payment or to constitute as "grace period"
giving the undersigned a right to cure such default.
This Note is issued pursuant to, and is subject to, the provisions of the Credit
Agreement between the undersigned and Bank. Reference is made to the Credit
Agreement for a description of the relative rights and obligations of the
undersigned and Bank, including rights and obligations of prepayment, events of
default, and rights of acceleration of maturity in the Event of Default. In the
case of a conflict between the terms of this Note and the terms of the Credit
Agreement, the terms of the Credit Agreement shall control.
The undersigned shall be entitled to prepay this Note in whole or in part, at
any time, without premium or penalty, subject to the provisions of the Credit
Agreement.
The undersigned agrees to pay or reimburse Bank for all of its costs and
expenses incurred in connection with administration, supervision, collection, or
enforcement, or preservation of any rights under, this Note, including, without
limitation, the reasonable fees and disbursements of counsel for Bank, including
reasonable attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings, or otherwise.
All persons now or at any time liable for payment of this Note hereby waive
presentment, protest, notice of protest, and notice of dishonor. The undersigned
expressly consents to any extensions and renewals of this Note, in whole or in
part, and all delays in time of payment or other performance under this Note
which Bank may grant at any time and from time to time, without limitation and
without any notice or further consent of the
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undersigned. All notices, demands, and other communications required or
permitted in connection with this Note shall be given in the manner specified in
the Credit Agreement.
The remedies of Bank, as provided herein, or in any other agreement between the
undersigned and Bank are cumulative and concurrent (except as may be provided in
the Credit Agreement) and may be pursued singularly, successively, or together,
and may be exercised as often as the occasion therefor shall arise.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as of
the day and year first above written.
NEWBEVCO, INC.,
a Delaware corporation
By:
------------------------
Name:
---------------------
Title:
--------------------
(SEAL)
STATE OF _________________________________)
COUNTY OF _______________________________)
The foregoing instrument, was acknowledged before me this _____ day of
_____________, 1997 by ___________________________ of NewBevco, Inc., a Delaware
corporation, on behalf of the corporation who ( ) is personally known to me,
or who ( ) has produced ____________________________ as identification and who
( ) did ( ) did not take an oath.
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Signature of Person Taking Acknowledgment
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Name of Acknowledger Typed, Printed or Stamped
(Title or Rank)
(Serial Number, if any)
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