Exhibit 10.26
THE INDEBTEDNESS UNDER THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OTHER
INDEBTEDNESS OF MAKER AS PROVIDED IN THAT SUBORDINATION AGREEMENT DATED MAY 7,
1997 BY AND AMONG LASALLE BUSINESS CREDIT, INC. AND PAYEE
PROMISSORY NOTE
$2,500,000.00 Phoenix, Arizona
May 7, 1997
FOR VALUE RECEIVED, the undersigned THE ANTIGUA GROUP, INC., a Nevada
corporation (hereinafter called "Maker"), promises to pay to the order of
IMPERIAL BANK, a California banking corporation (the "Payee"; Payee and each
subsequent transferee and/or owner of this Note, whether taking by endorsement
or otherwise, are herein successively called "Holder"), at 0000 Xxxxx Xx Xxxxxxx
Xxxxxxxxx, Lending Services, Xxxxxxxxx, Xxxxxxxxxx 00000, or at such other place
as Holder may from time to time designate in writing, the principal sum of TWO
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00) or so much
thereof as Holder may advance to or for the benefit of Maker plus interest
calculated on a daily basis (based on a 360-day year) from the date hereof on
the principal balance from time to time outstanding as hereinafter provided,
principal, interest and all other sums payable hereunder to be paid in lawful
money of the United States of America at the rates of interest per annum and at
the times specified in that Credit Agreement of even date herewith between the
Maker and Payee (the "Credit Agreement"). Principal hereof shall be payable in
the amounts and at the times set forth in the Credit Agreement.
Maker agrees to an effective rate of interest that is the rate stated
above plus any additional rate of interest resulting from any other charges in
the nature of interest paid or to be paid by or on behalf of Maker, or any
benefit received or to be received by Holder, in connection with this Note.
This Note is issued pursuant to the Credit Agreement and is secured by
the Security Documents, as defined in the Credit Agreement.
Time is of the essence of this Note.
Maker shall pay all costs and expenses, including reasonable attorneys'
fees and court costs, incurred in the collection or enforcement of all or any
part of this Note. All such costs and expenses shall be secured by the Security
Documents.
Failure of Holder to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same in the event
of any subsequent default or in the event of continuance of any existing default
after demand for strict performance hereof.
Maker and all sureties, guarantors and/or endorsers hereof (or of any
obligation hereunder) and accommodation parties hereon (severally each
hereinafter called a "Surety") each: (a) agree that the liability under this
Note of all parties hereto is joint and several; (b) severally waive any and all
formalities in connection with this Note to the maximum extent allowed by law,
including (but not limited to) demand, diligence, presentment for payment,
protest and demand, and notice of extension, dishonor, protest, demand and
nonpayment of this Note; and (c) consent that Holder may extend the time of
payment or otherwise modify the terms of payment of any part or the whole of the
debt evidenced by this Note, at the request of any other person liable hereon,
and such consent shall not alter nor diminish the liability of any person
hereon.
This Note shall be binding upon Maker and its successors and assigns
and shall inure to the benefit of Payee, and any subsequent holders of this
Note, and their successors and assigns.
All notices required or permitted in connection with this Note shall be
given at the place and in the manner provided in the Credit Agreement for the
giving of notices.
If any payment of interest and/or principal is not received by the
Holder hereof when such payment is due, then in addition to the remedies
conferred upon the Holder hereof and the other loan documents, a late charge of
five percent (5%) of the amount of the installment due and unpaid will be added
to the delinquent amount to compensate the Holder hereof for the expense of
handling the delinquency for any payment past due in excess of ten (10) days,
regardless of any notice and cure period.
In any action brought under or arising out of this Note, each obligor,
including successor(s) or assign(s), hereby consents to the application of
California law, with the exception of provisions on conflicts of laws, to the
jurisdiction of any competent court within the State of California, and to
service of process by any means authorized by California law.
IN WITNESS WHEREOF, these presents are executed as of the date first
written above.
THE ANTIGUA GROUP, INC., a Nevada
corporation
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Type/Print Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Finance
MAKER
