Exhibit 10.2


 


REVOLVING PROMISSORY NOTE


 


	
  US $10,000,000

  	
   

  	
  Dated:  December
  14, 2005

  



 


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.
Interest shall be computed on the basis of a 360 day year for the actual number
of days elapsed.


 


In no event will the Total
Interest Rate on any Borrowing exceed the maximum interest rate permitted by
law. The Total Interest Rate shall be verified in a written notice from the
Lender to the Borrower on the date of each Borrowing.


 


Provided that the aggregate
amount outstanding under this Note shall be due on, and no further Borrowings
shall be made after, the Final Maturity Date, payments of principal together 


 


1





















 


with accrued interest shall be made on each individual
Borrowing under this Note by the Borrower on the last day of the applicable Interest
Period.


 


Prepayment in whole or in
part may be made on any outstanding amount under this Note without penalty from
time to time by the Borrower.


 


If any payment of this Note
becomes due and payable on a day other than a business day, the maturity thereof
shall be extended to the next succeeding business day, and with respect to
payments of principal, interest thereon shall be payable at the then applicable
Total Interest Rate during such extension.


 


The Borrower hereby waives
presentment, demand, protest and notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.


 


In the event any amount
evidenced by this Note is not paid when due, the Borrower agrees to pay, in
addition to the principal and interest due thereon, all costs of collection,
including reasonable attorneys’ and paralegals’ fees and additional interest
due thereon at the then applicable Total Interest Rate.


 


While any amounts are outstanding
on this Note, the Borrower agrees to incur no further indebtedness for borrowed
money (other than trade debt incurred in the ordinary course of business and
indebtedness between the Borrower and any of its subsidiaries or other
affiliates) or incur any lien securing indebtedness for borrowed money without
the prior consent of the Lender.


 


All of the terms and
provisions of this Note shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors and permitted
assigns.  Modifications and amendments of
this Note may be made solely in a writing signed by the Lender and the
Borrower.


 


THE VALIDITY,
INTERPRETATION, AND ENFORCEMENT OF THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


THE BORROWER ACKNOWLEDGES
THAT ANY DISPUTE OR CONTROVERSY BETWEEN THE BORROWER AND THE LENDER WOULD BE
BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT.  ACCORDINGLY, BY EXECUTION OR ACCEPTANCE
HEREOF, AS THE CASE MAY BE, EACH OF THE LENDER AND THE BORROWER HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR
TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST THE BORROWER ARISING
OUT OF THIS NOTE.


 


THE BORROWER AND THE LENDER
EACH HEREBY AGREE THAT THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT OF
FLORIDA, LOCATED IN PALM BEACH COUNTY, FLORIDA AND THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF FLORIDA, SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND 


 


2





















 


DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
BORROWER AND THE LENDER, PERTAINING DIRECTLY OR INDIRECTLY TO THIS NOTE. THE
BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. 
THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO
PRECLUDE THE BRINGING OF ANY ACTION BY LENDER FOR THE ENFORCEMENT BY LENDER OF
ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


THE FOREGOING WAIVERS HAVE
BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF.


 


IN
WITNESS WHEREOF, the
undersigned hereby executes this Note under seal as of the date written above.


 


 


	
   

  	
  CRUZAN INTERNATIONAL, INC., a Delaware

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Ezra Shashoua

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ezra Shashoua

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED
  AND AGREED TO THIS 14TH DAY OF

  DECEMBER, 2005.

  
	
   

  	
   

  	
   

  
	
   

  	
  V&S VIN & SPRIT AB
  (publ)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ola Salmen

  	
   

  	
  /s/ Gunilla Vinlund

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Ola Salmen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Gunilla Vinlund

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP Human Resources

  	
   

  
											



 


3





















 


GRID


 


	
  Date

  	
   

  	
  Amount

  Borrowed

  	
   

  	
  Interest

  Period

  	
   

  	
  Total

  Interest

  Rate (Rate

  plus

  Margin)

  	
   

  	
  Repayment

  	
   

  	
  Initials

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4