Exhibit 10.1


 


	
  US $30,000,000

  	
   

  	
  Dated:
  December 14, 2005

  



 


FOR
VALUE RECEIVED, the
undersigned, 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 THIRTY MILLION
($30,000,000) on December 15, 2006 (the “Final Maturity Date”), together with
interest on the unpaid principal amount owing hereunder from time to time.


 


The interest rate on the
loan outstanding under this Note through the Final Maturity Date, shall be (i) the
rate set by the British Bankers Association defined as the London Inter-bank
Offered Rate (LIBOR) for US Dollars for six-month borrowing periods (the “Rate”)
as published by Reuters News Service two banking days before the funding date
of December 16, 2005 for the first six-month period beginning on such date and
ending on June 15, 2006 (the “First Interest Period”), plus (ii) a margin of 0.90
% (the “Margin”).  The Rate shall be
reset two banking days before the commencement of the next interest period,
which shall commence on June 16, 2006 and end on the Final Maturity Date (“the
Second Interest Period” and together with the First Interest Period, the “Interest
Periods”).  The applicable Rate plus the
Margin shall be referred to herein as the “Total Interest Rate.”


 


In no event will the Total
Interest Rate exceed the maximum interest rate permitted by law.


 


The Total Interest Rate shall
be verified in a written notice from Lender to Borrower on the first day of
each Interest Period.  Accrued interest
shall be paid on June 16, 2006 and December 15, 2006. Interest shall be
computed on the basis of a 360 day year for the actual number of days elapsed.


 


Prepayment in whole or in
part may be made on any outstanding amount under this Note prior to the Final
Maturity Date 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.


 


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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 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 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.


 


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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

  	
   

  
											



 


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