EX-4.1






Exhibit 4.1




REVOLVING CREDIT PROMISSORY NOTE




			
	 

$50,000.00
	 	March 26, 2009
	 	 	 





     FOR VALUE RECEIVED, CDSI Holdings Inc., a Delaware corporation (the “Borrower”) hereby
unconditionally promises to pay to the order of Vector Group Ltd., having an office at 100 S.E.
Second Street, 32nd Floor, Miami, Florida 33131 (the “Lender”), on December 31, 2012, or such later
date as requested by Borrower and agreed to in writing by the Lender in its sole discretion (the
“Maturity Date”), the principal sum of Fifty Thousand Dollars ($50,000.00) (the “Commitment
Amount”) or such lesser amount as may be outstanding under this Revolving Credit Promissory Note
(the “Note”), together with accrued unpaid interest as set forth herein.



1. Revolving Facility.




     1.1 Subject to the terms hereof, the Lender may, in its sole discretion, agree to make
advances (each an “Advance”) to the Borrower upon the Borrower’s request in an aggregate amount not
to exceed Fifty Thousand dollars ($50,000.00) or such lesser amounts that when combined, shall not
exceed the Commitment Amount. The Borrower acknowledges and agrees that the Lender has no
obligation of any kind to make any Advance and may elect at any time and without cause to not make
any Advances. The Borrower and the Lender shall agree upon mutually acceptable borrowing notice
procedures.



     1.2 The Lender’s records of all Advances and payments made hereunder shall, absent manifest
error, be binding on the Borrower for all purposes.



     1.3 Principal amounts repaid or prepaid hereunder, subject to the terms hereof, may be
reborrowed.



2. Interest; Net Payments.




     2.1 All loans outstanding hereunder shall bear interest, upon any net balance outstanding at
the close of each day, which interest will be payable by the Borrower in arrears, on the Maturity
Date, until the principal is paid in full pursuant to the terms hereof, at a rate of interest
(calculated on a year of 360 days) equal to eleven percent (11%) per annum; provided,
however, that if the Borrower does not pay the outstanding principal and interest due and
owing by the Maturity Date, such amount(s) shall automatically be compounded at the Default Rate
(defined below). Principal shall be repaid in full on the Maturity Date or upon such earlier date
upon which demand therefor is made by the Lender; provided however, that two (2) days
advance notice of any such demand is given to the Borrower.



     2.2 Any amounts outstanding on the earliest of (i) the occurrence of an Event of Default and
the passage of any applicable cure period or (ii) the Maturity Date, to the extent permitted by
applicable law, shall accrue interest at sixteen percent (16%) per annum (calculated on a year of
360 days) compounded quarterly (the “Default Rate”).



 









 





     2.3 All payments hereunder shall be made to the account specified by the Lender to the
Borrower in immediately available funds in United States Dollars without setoff, defense or
counterclaim or withholding on account of taxes, levies, duties or any other deduction whatsoever.
Whenever any payment to be made hereunder shall be otherwise due on a day which is not a business
day, such payment shall be made on the next succeeding business day, unless such date falls into
the next calendar month (in which case payment is to be made on the preceding date) and such
extension of time shall in such case be included in the computation of interest.



3. Representations and Warranties; Covenants.




     3.1 As an inducement for the Lender to make Advances hereunder, the Borrower hereby
represents, warrants and covenants that on the closing date and at the time of each Advance that:



          (a) it is a Delaware corporation duly organized, validly existing and in good standing;



          (b) it has the authority and has taken all necessary action in order to execute and deliver
this Note and to perform the terms and provisions set forth herein;



          (c) the Borrower’s obligations under this Note are legal, valid and binding and enforceable
against the Borrower in accordance with their terms, except as such enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights in
general;



          (d) the Borrower shall provide the Lender with such financial information regarding the
Borrower, its affiliates and their respective business operations as the Lender may from time to
time request;



          (e) without the prior consent of the Lender, the Borrower shall not amend its governing
documents in any manner that would be adverse to the Lender;



          (f) without the prior consent of the Lender, the Borrower shall not directly or indirectly
incur any indebtedness for borrowed money (or similar liability); and



          (g) without the prior consent of the Lender, the Borrower shall not directly or indirectly
encumber, pledge, hypothecate or charge, any of its assets or properties or sell all or
substantially all of its assets or properties.



4. Intentionally Omitted.




5. Events of Default.



     5.1 In the event of any of the following (each, an “Event of Default”):



          (a) the Borrower fails to pay any principal amount when due hereunder whether at maturity or
upon demand or otherwise;



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          (b) the Borrower fails to pay any interest or other amount when due hereunder;



          (c) the Borrower shall have made a material misrepresentation herein or in any other document
or agreement delivered to the Lender in connection with this Note;



          (d) the Borrower fails to perform any agreement or covenant contained herein or under any
other document or agreement delivered to the Lender in connection with this Note;



          (e) (i) the Borrower voluntarily commences a case or proceeding seeking liquidation,
reorganization or other relief with respect to the Borrower or any of its debts under any
bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of its property
(hereinafter, a “Proceeding”), or (ii) an involuntary Proceeding is commenced against the Borrower,
and such involuntary Proceeding shall remain undismissed and unstayed for a period of thirty (30)
days, or (iii) an order for relief shall be entered against the Borrower with respect to the
disposition of any of its respective property under the bankruptcy laws as now or hereafter in
effect, or (iv) the Borrower makes an assignment for the benefit of its creditors or admits in
writing its inability to pay its debts;



          (f) the Borrower fails to pay any other indebtedness (on account of borrowed money or similar
liability) when due, and such failure continues unremedied for more than five (5) business days
following notice of the failure to pay;



          (g) one or more judgments or decrees shall be entered by a court or courts against the
Borrower or any of its properties;



          (h) the Borrower sells, transfers or assigns the Note or any of the loans or Advances
thereunder without the prior written consent of Lender; or



          (i) Borrower terminates or dissolves its business or takes any actions designed or intended to
impair or limit in any material respect the ability of Borrower to conduct its business in the
ordinary course consistent with past practices;



the obligations hereunder shall immediately and automatically become due and payable in full
without further demand or notice, and the Lender shall be entitled to exercise all of its rights
and remedies under this Note, and as otherwise provided under applicable law.



6. Lender’s Expenses.




     The Borrower agrees to pay or reimburse the Lender for all its reasonable costs and expenses
incurred in connection with the enforcement, collection or preservation of any rights under this
Note including, without limitation, reasonable fees and disbursements of counsel to the Lender.
The agreements in this Section 6 shall survive repayment of the Note.



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7. Cumulative Remedies; No Waiver.




     To the extent permitted by law, every remedy given hereunder to the Lender shall not be
exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in
addition to every remedy provided by statute, law, equity or otherwise.



8. Waiver of Presentment.




       The Borrower hereby waives presentment for payment, demand, notice of nonpayment,
notice of protest, notice of intent to accelerate, notice of acceleration and protest of this Note,
and all other notices in connection with the delivery, acceptance, performance, default or
enforcement of the payment of this Note, and agrees that its liability shall not be in any manner
affected by any indulgence, extension of time, renewal, waiver or modification granted or consented
to by the Lender and consents to any and all such extensions of time, renewals, waivers and
modifications as may be granted by the Lender with respect to the payment or other provisions of
this Note without notice to the Borrower and without affecting its liability hereunder.



9. Compliance with Usury Laws.




     It is the intent of the Lender and the Borrower to comply at all times with applicable usury
laws. If at any time such laws would render usurious any amounts called for under this Note, then
it is the express intention of the Borrower and the Lender that such excess amount be immediately
credited on the principal balance of this Note (or, if this Note has been fully paid, refunded by
the Lender to the Borrower, and the Borrower shall accept such refund), and the provisions hereof
be immediately deemed to be reformed and the amounts thereafter collectible hereunder reduced to
comply with the then applicable laws, without the necessity of the execution of any further
documents, but so as to permit the recovery of the fullest amount otherwise called for hereunder.



10. Governing Law.




          (a) This Note shall be construed in accordance with, and governed by, the laws of the State of
Florida without regard to the conflicts of law principles thereof.



          (b) The Borrower agrees that there are sufficient minimum contacts of the Borrower with
Miami-Dade County and the State of Florida for the purpose of conferring jurisdiction upon the
federal and state courts presiding in such county and state. The Borrower consents that any legal
action or proceeding arising hereunder may be brought in the Circuit Court of the State of Florida,
Miami-Dade County, Florida or the United States District Court for the Southern District of Florida
and assents and submits to personal jurisdiction of any such court in any action or proceeding
involving the Borrower or this Note.



          (c) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.



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11. Amendment; Entire Agreement.




          (a) This Note may not be changed, waived, modified or discharged orally but only by an
agreement in writing, signed by the party against whom enforcement of any such change, waiver,
modification or discharge is sought. This Note may not be assigned by the Borrower or the Lender.
This Note shall be binding on the Borrower and shall inure to the benefit of the Lender.



          (b) This Note represents the agreement of the Borrower and the Lender with respect to the
subject matter hereof, and there are no promises, undertakings, representations or warranties by
the Lender relative to the subject matter hereof not expressly set forth or referred to herein or
under any other document or agreement delivered to the Lender in connection with this Note.



12. Severability.




     If any term or provision of this Note or the application thereof to any person or
circumstance shall to any extent be invalid, illegal or unenforceable, the remainder of this Note
or the application of such term or provision to persons or circumstances other than those as to
which it is invalid or unenforceable shall not be affected thereby.



—SIGNATURE PAGE FOLLOWS—




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     IN WITNESS WHEREOF, the parties hereto have caused this Note to be executed by their duly
authorized officers as of the date and year first above written.



	 	 	 	 	 
	BORROWER





CDSI HOLDINGS, INC., a Delaware corporation



 	 
	By:  	/s/ Robert M. Lundgren
 	 
	 	Name:  	Robert M. Lundgren 	 
	 	Title:  	Director 	 
	 



	 	 	 	 	 
	LENDER






VECTOR GROUP LTD., a Delaware corporation



 	 
	By:  	/s/ Marc N. Bell
 	 
	 	Name:  	Marc N. Bell 	 
	 	Title:  	Vice President, General Counsel and Secretary	 




Address: 100 S.E. Second Street, 32nd Floor, Miami, Florida 33131 



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