EX-10.27 12 a2043693zex-10_27.txt EXHIBIT 10.27 EXHIBIT 10.27 PROMISSORY NOTE $500,000 New York, New York May 23, 2000 FOR VALUE RECEIVED, the undersigned, Francisco Loureiro (the "Borrower"), hereby unconditionally promises to pay to the order of StarMedia Network, Inc., at its office at 75 Varick Street, New York, NY 10013 (or at such other office as the holder hereof may specify to the Borrower in writing), in lawful money of the United States of America and in immediately available funds, the principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on May 23, 2001 (the "Maturity Date"). The Borrower further promises to pay interest in like money and funds at such office on the unpaid principal amount hereof from and including the date hereof until payment in full at a fixed rate per annum equal to ten percent (10%) payable on the Maturity Date; PROVIDED, HOWEVER, that any principal amount hereof not paid when due and (to the fullest extent permitted by applicable law) any overdue interest shall bear interest at a fixed rate per annum equal to sixteen percent (16%) (after as well as before judgment), payable on demand. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. If any payment on this promissory note becomes due and payable on a day other than a Business Day (as hereinafter defined), the maturity thereof shall be extended to the immediately following Business Day and interest shall continue to accrue during such extension. "Business Day" means any day other than a Saturday or Sunday or any other day on which commercial banks in New York, New York are authorized or obligated by law or by local proclamation to close. The entire unpaid principal amount hereof, together with accrued interest and any other amounts owing hereunder, shall automatically become due and payable without any notice, presentment, protest or demand (all of which are waived) if one or more of the following events shall occur: (a) the Borrower dies; or (b) the Borrower makes an assignment for the benefit of his creditors, or the Borrower files a petition in bankruptcy, or the Borrower is adjudicated insolvent or bankrupt, or an order for relief is entered for the Borrower as a debtor under the Bankruptcy Code, or the Borrower petitions or applies to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of his property or assets; or there is commenced against the Borrower any such proceeding which remains undismissed for a period of thirty (30) days; or the Borrower, by an act or failure to act on his part, indicates his consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of his property or assets and such receiver or trustee is not discharged within thirty (30) days after appointment. 2 For the purposes of any suit, action or proceeding involving the enforcement of this promissory note or the Borrower's obligations hereunder, the Borrower expressly submits to the jurisdiction of all federal and state courts located in the County of New York, State of New York, and consents that any order, process or other paper may be served upon him within or without such court's jurisdiction by registered mail or by personal service at the Borrower's address set forth below, PROVIDED a reasonable time for appearance is allowed. The Borrower irrevocably waives any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Borrower agrees to pay, promptly upon demand, whether or not any proceeding to enforce this promissory note has been commenced, all of the reasonable costs and expenses of the holder of this promissory note, including (but not limited to) attorneys' fees and expenses, incurred in connection with the enforcement of this promissory note and the obligations of the Borrower hereunder. The Borrower waives presentment, demand, protest and notice of dishonor and protest and all other demands and notices in connection with the payment and enforcement of this promissory note. EACH OF THE BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREOF, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTION-ALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS PROMISSORY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. /s/ FRANCISCO LOUREIRO -------------------------- FRANCISCO LOUREIRO Address: