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EXHIBIT 10.3
HELLER FINANCIAL LEASING, INC.
FUTURE ADVANCE PROMISSORY NOTE
LOAN TERMS TABLE
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<S> <C> <C> <C>
Borrower(s): Sizzler USA, Inc., a Delaware Monthly Payment $
corporation Amount:
Sizzler USA Restaurants, Inc., a
Delaware corporation
Sizzler USA Real Property, Inc., a
Delaware corporation
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Maturity Date:
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Original Loan Principal Up to $5,000,000.00 Amortization 180 months
Amount for this Note: Period:
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Closing Date: Loan Number:
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Note Rate: __%
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1. PROMISE TO PAY. For value received, the Borrowers whose names are set
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forth above (collectively, if more than one, the "Borrower") promises to pay to
the order of HELLER FINANCIAL LEASING, INC., a Delaware corporation (together
with its successors, assigns and transferees, "Lender"), a principal sum equal
to the Original Loan Principal Amount set forth above, together with interest at
the Note Rate on the unpaid balance from time to time outstanding, as follows:
Interest from and after the Closing Date through the last day of the month
in which the Closing Date occurs, the amount of which shall be calculated by
Lender on or after the Closing, shall be due and payable within five (5)
business days of delivery by Lender to Borrower of a written invoice for said
amount. Installments of principal and interest in the amount of the Monthly
Payment Amount set forth above shall be due and payable on the first day of each
month (each a "Payment Date") commencing on the first day of the second full
calendar month following the Closing Date through and
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including the Maturity Date, when the outstanding principal balance, plus
accrued interest, and any other sum payable hereunder, is due and payable
(unless the indebtedness evidenced by this Note is accelerated, in which case,
the Maturity Date is the date of acceleration). The amortization period for this
Note, for purposes of calculating the monthly installments of principal and
interest, is the Amortization Period set forth above.
All payments under this Note shall be made in lawful money of the United
States of America in immediately available funds by automatic debit of
Borrower's bank account. Payments will be applied first to accrued interest and
other amounts due hereunder and then to principal. The Loan Terms Table set
forth above is a part of this Note and all terms used in this Note which are
defined in the Loan Terms Table shall have the meaning set forth therein.
Capitalized terms used herein and not otherwise defined shall have the same
meaning as provided in that certain Loan and Security Agreement ("Loan
Agreement") of even date herewith between Borrower and Lender.
2. INTEREST RATE. The outstanding principal balance of this Note will bear
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interest at a fixed rate equal to the sum of (the "Note Rate"): (i) the Treasury
Rate (as hereinafter defined) plus (ii) Four Hundred Fifty (450) basis points
per annum, compounded monthly; provided, however, that upon the occurrence of an
Event of Default, the applicable interest rate will be increased to the Default
Rate (as defined in the Loan Agreement). Interest on amounts outstanding for any
period shall be calculated on the basis of 1/360th of one year's interest at the
applicable rate multiplied by the number of days that principal is actually
outstanding. In no event, however, shall the interest rate exceed the maximum
rate allowed by law. For purposes hereof, "Treasury Rate" shall mean the yield
of the five year United States government treasury notes as of the date two (2)
business days prior to the initial funding date hereunder as published in The
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Wall Street Journal (and if more than one such issue, the issue with the coupon
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rate closest to the loan interest rate). If the publication of The Wall Street
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Journal is discontinued or publication of the yield of United States treasury
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notes in The Wall Street Journal is discontinued, Lender shall, in its sole
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discretion, designate some other daily financial or governmental publication of
national circulation as the source of this information.
3. PREPAYMENT. Borrower shall not have any right to prepay the principal
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balance of this Note other than as set forth in the Loan Agreement. If the
outstanding principal balance of this Note is accelerated for any reason,
including, without limitation, because of default, sale, transfer or encumbrance
(including that by operation of law or otherwise), such acceleration shall be
deemed to be a prepayment and Borrower shall pay to Lender, in addition to all
sums due as a result of the acceleration, any applicable prepayment premium,
including the Prepayment Fee (as defined in the Loan Agreement). Borrower
expressly agrees that: (i) the Prepayment Fee provided for herein is reasonable;
(ii) the Prepayment Fee shall be payable notwithstanding the then prevailing
market rates at the time payment is made; (iii) there has been a course of
conduct between Lender and Borrower giving specific consideration in this
transaction for such agreement to pay the Prepayment Fee; and (iv) Borrower
shall be estopped hereafter form claiming differently than as agreed to in this
paragraph.
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Borrower expressly acknowledges that its agreement to pay the Prepayment Fee to
Lender as herein described is a material inducement to Lender to make the Loan.
BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW
WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT FEE
IN CONNECTION WITH ANY SUCH ACCELERATION, INCLUDING, WITHOUT LIMITATION,
CALIFORNIA CIVIL CODE SECTION 2954.10.
4. LATE PAYMENT CHARGE. In the event that any payment under this Note is
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not received by Lender when due, a late charge equal to five percent (5%) of the
amount of such overdue payment shall be due and payable. Borrower agrees that
the late charge is a reasonable and not disproportionate estimate of the
administrative costs and lost revenue which Lender will incur in connection with
the delinquency.
5. SECURITY. This Note and the Obligations (as defined in the Loan
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Agreement) are secured by a security agreement and, if applicable, one or more
mortgages or deeds of trust dated as of the Closing Date executed by Borrower
for the benefit of Lender together with any other documents securing payment of
this Note. In addition, the Borrower and Lender are parties to the Loan
Agreement and other agreements relating hereto or executed in connection
herewith as they may be amended from time to time (the "Loan Documents").
6. DEFAULT. Upon an occurrence of an Event of Default, Lender shall have
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the option to declare all or part of the Obligations (including this Note)
immediately due and payable. Lender shall have all of the rights and remedies
provided at law or equity or by the Loan Documents.
7. LIABILITY OF SIGNATORIES. If more than one party executes this Note,
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the liability of each such party shall be joint and several. Borrower, and all
guarantors and endorsers, and any other party liable for the Obligations
evidenced by this Note: (i) severally waive presentment, demand, protest, notice
of dishonor, notice of nonpayment and notice of acceleration of this Note; and
(ii) agree that no extension or postponement of the time for payment, or waiver,
or indulgence or forbearance granted to Borrower (without limit as to number or
period) or any modification of this Note, or any substitution, or exchange or
release of all or part of the Collateral or Property, or addition of any party
to this Note, or release or discharge of, or suspension of any rights and
remedies against any party liable on this Note, shall reduce or affect the
obligation of any other party liable for the payment of this Note.
8. REIMBURSEMENT OF EXPENSES. Borrower shall reimburse Lender for all
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costs and expenses, including reasonable attorneys' fees, incurred by Lender in
enforcing the rights of Lender under this Note or the Loan Documents. Such costs
and expenses shall include without limitation costs or expenses incurred by
Lender in any bankruptcy, reorganization, insolvency or other similar
proceeding. Any reference in this Note to attorneys' fees shall mean fees,
charges, costs and expenses
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of in-house and/or outside counsel and paralegals, whether or not a suit or
proceeding is instituted, and whether incurred at the trial court level, on
appeal, in a bankruptcy, administrative or probate proceeding, in consultation
with counsel, or otherwise.
9. WAIVER OF JURY TRIAL. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
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OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY,
AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
TO, THIS NOTE OR THE OBLIGATIONS.
10. ASSIGNMENT. This Note is freely assignable, in whole or in part, by
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Lender without notice to or consent of Borrower.
11. LIMITATION ON INTEREST. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN
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NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT
APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGE) PAYABLE, CONTRACTED
FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THIS NOTE, FROM TIME TO
TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY,
SPECIFIED BY APPLICABLE LAW. If from any circumstances whatsoever fulfillment of
any provision hereof or the Loan Documents at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the
limit of such validity, and if from any such circumstance the Lender shall ever
receive an amount deemed interest by applicable law which shall exceed the
highest lawful rate, such amount which would be excessive interest shall be
applied to the reduction of the principal amount owing hereunder and not to
payment of interest or if such excessive interest exceeds the unpaid principal
amount, or if the Lender is prohibited by applicable law from applying such
excessive interest to the reduction of the principal amount, the excess shall be
refunded to the Borrower. All sums paid or agreed to be paid by the Borrower for
the use, forbearance or detention of the Obligations shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Obligations until payment in full so that the
actual rate of interest on account of such Obligations is uniform throughout the
term hereof. The terms and provisions of this paragraph shall control and
supersede every other provision of the Loan Documents.
12. APPLICABLE LAW. The terms and provisions of this Note shall be
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governed by and construed in accordance with the laws of the State of Illinois,
without giving effect to the conflict of laws principles thereof.
13. WAIVER OF SECTION 2954.10: BORROWER HEREBY (A) WAIVES ANY
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RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS
NOTE, IN WHOLE OR IN PART, WITHOUT PENALTY UPON ACCELERATION OF THE MATURITY
DATE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF ANY OR ALL OF THIS
NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE BY LENDER
ON ACCOUNT OF ANY DEFAULT BY BORROWER, INCLUDING BUT NOT LIMITED TO ANY
TRANSFER, DISPOSITION OR ENCUMBRANCE WHICH MAY BE PROHIBITED OR RESTRICTED BY
THE LOAN DOCUMENTS, THEN BORROWER SHALL BE OBLIGATED TO PAY, CONCURRENTLY
THEREWITH, AS A PREPAYMENT FEE, THE PREPAYMENT PREMIUM SET FORTH IN THE LOAN
AGREEMENT. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, BORROWER
HEREBY DECLARES THAT LENDER'S AGREEMENT TO MAKE THE LOAN EVIDENCED BY THIS NOTE
AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE CONSTITUTES
ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS WAIVER AND
AGREEMENT.
INITIAL HERE _____ ________ ____
[signature page follows]
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IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of
the Closing Date.
SIZZLER USA, INC.,
a Delaware corporation
By:____________________________________
Name:_______________________________
Its:________________________________
SIZZLER USA RESTAURANTS, INC.,
a Delaware corporation
By:____________________________________
Name:_______________________________
Its:________________________________
SIZZLER USA REAL PROPERTY, INC.,
a Delaware corporation
By:____________________________________
Name:_______________________________
Its:________________________________
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