EXHIBIT (d)(3)
$______________________ Date:________, 2002
PROMISSORY NOTE
FOR VALUE RECEIVED, _______________________ (the "Debtor"), hereby
unconditionally promises to pay to the order of HEMET FINANCIAL GROUP, INC., a
corporation organized and existing under the laws of the state of Nevada
(hereafter, together with any holder hereof, including any successor in interest
thereto called "Holder"), located at 000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx,
Xxxxxxxxxx 00000, at such place as the Holder may designate to the Debtor, in
lawful money of the United States of America, and in immediately available
funds, the principal sum of ___________________________ DOLLARS
($__________________). No interest shall be due and payable on this Promissory
Note (this "Note").
Time is of the essence with respect to this Note.
No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.
All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by the Holder and the Debtor.
The Debtor hereby waives presentment, demand, notice of dishonor,
protests and all other notices whatever.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF CALIFORNIA.
This Note shall be binding upon the successors and assigns of the
Debtor. The Debtor may not assign any of its obligations hereunder to any person
or entity. The Holder of this Note may not assign or transfer this Note to any
person or entity. Notwithstanding the foregoing sentence, the Debtor
acknowledges and agrees that Xxxxx Xxxxxxx, as the successor to the Holder in
the Merger (as defined below), shall be deemed to be the Holder of this Note
following the Merger.
Any notice to be given hereunder shall be in writing, shall be sent to
the Holder's address as specified in the first paragraph hereof or the Debtor's
addresses set forth below its signature hereto, as the case may be, and shall be
deemed received (i) on the earlier of the date of receipt or the date three
business days after deposit of such notice in the United States mail, if sent
postage prepaid, certified mail, return receipt requested or (ii) when actually
received, if personally delivered.
This Note shall mature and the principal shall become due and payable at
the Effective Time as that term is defined in the Plan and Agreement of Merger
(the "Merger Agreement"), dated as of May 22, 2002, by and between Hemet Bancorp
and Hemet Financial Group, Inc., which provides for the merger of Hemet
Financial Group, Inc. with and into Hemet Bancorp with Hemet Bancorp as the
surviving corporation (the "Merger"). The Debtor acknowledges and agrees that
upon the delivery by the Debtor of its shares of Hemet Bancorp common stock to
the Exchange Agent (as defined in the Merger Agreement) in connection with the
Merger, Hemet Bancorp, as successor to Hemet Financial Group, Inc.'s rights
under this Note, shall offset on a dollar-for-dollar basis, the cash payment
owed to the Debtor in the Merger against the amount owing under this Note.
This Note shall be effective and become a legally binding obligation of
the Debtor only upon the Closing as that term is defined in the Subscription
Agreement, dated as of the date hereof, by and between the Debtor and Hemet
Financial Group, Inc.
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IN WITNESS WHEREOF, the Debtor has executed and delivered this Note
under seal as of the date and year first written above.
By:________________________
Name:______________________
Address:___________________
___________________________
___________________________
By:________________________
Name:______________________
Address:___________________
___________________________
___________________________
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