US$60,000,000.00
Exhibit 10.3
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Grand Bahama, Bahamas |
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, 2007 |
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US$60,000,000.00
1. ON DEMAND AFTER DATE FOR VALUE RECEIVED, ROYAL ISLAND BAHAMAS LTD., a company incorporated under the laws of the Commonwealth of The Bahamas whose registered office is at Suite 400, The British Colonial Hilton, Centre of Commerce, Xx.0 Xxx Xxxxxx, X.X. Box N-9740, Nassau, Bahamas (the “Borrower”) promises to pay to iSTAR FINANCIAL INC., a Maryland corporation, as agent on behalf of the Lenders (as defined in the Credit Agreement) having an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called “the Agent” which expression where the context so admits shall include its successors and assigns) the sum of Sixty Million and No/100 Dollars in the currency of the United States of America (US$60,000,000.00). Principal and interest thereon shall be payable at the rate and upon the terms specified in a Credit Agreement dated the day of December A.D. 2007 and made between (i) the Borrower, ROYAL ISLAND GOLF CLUB BAHAMAS LTD., a company incorporated under the laws of the Commonwealth of The Bahamas, and RIBL US BORROWER LLC, a Delaware limited liability company, as Borrowers of the one part, (ii) the banks and financial institutions and other entities listed therein, as Lenders, and (iii) iStar Financial Inc., as Agent of the other part.
2. In the event of your incurring costs, charges and expenses with respect to the enforcement or protection of any rights hereunder in accordance with the terms of the foregoing Credit Agreement, the Borrower hereby further agrees that such costs, charges and expenses may be claimed in a Statement of Claim in the event that an action is commenced in a Court of Law for the recovery of the moneys due hereunder even though a demand has not been made for the payment of the same.
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IN WITNESS WHEREOF the Borrower has caused its Common Seal to be hereunto affixed the day and year first hereinbefore written |
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The Common Seal of Royal Island Bahamas |
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Ltd. was affixed hereto by Xxxxx Xxxxx |
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the Vice-President and Director of the) |
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Xxxxxxxx and the said Xxxxx Xxxxx affixed his |
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/s/ Xxxxx Xxxxx. |
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signature hereto in the presence of: |
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/s/ Xxxxxxx X. Xxxxxxx |
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2
Exhibit 10.3
COMMONWEALTH OF THE BAHAMAS
Grand Bahama
I, Xxxxxxx Xxxxxxx of Dallas, Texas, United States of America, Secretary of ROYAL ISLAND BAHAMAS LTD. (hereinafter called “the Company”) make oath and say that I was present and saw the Common Seal of the Company affixed to the annexed Promissory Note dated the day of A.D., 2007 by Xxxxx Xxxxx the Vice-President and a Director of the Company and that I saw the said Xxxxx Xxxxx sign, execute and deliver the said Promissory Note as and for the Act and Deed of the Company and for the purposes therein mentioned; and that I subscribed my name as the Witness to the due execution thereof. And Further that the Seal affixed and impressed at the foot or end of the said Promissory Note is the Common Seal of the Company and was affixed and impressed thereto by the said Xxxxx Xxxxx by order and with the authority of the Board of Directors of the Company and in conformity with the Articles of Association of the Company.
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SWORN at Nassau, Bahamas |
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this day |
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of A.D. 2007 |
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/s/ Xxxxxxx X. Xxxxxxx |
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Before me, |
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NOTARY PUBLIC |
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