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EXHIBIT 10.13
Senior Note due January 1, 2001
Sacramento, California
December 28, 1995
FINANCIAL PACIFIC INSURANCE GROUP, INC. (the "Corporation"), a
Delaware corporation, for value received, hereby promises to pay to ________
___________________________ or registered assigns, the principal amount of
$1,500,000.00 on January 1, 2001 with interest (computed on the basis of a
360-day year of twelve 30-day months) on the unpaid balance of such principal
amount at the rate of 12% per annum from the date hereof, payable semi-annually
on each July 1 and January 1 after the date hereof, until such unpaid balance
shall become due and payable (whether at maturity or at a date fixed for
prepayment or by declaration or otherwise), and interest on any overdue
principal (including any overdue prepayment of principal) and (to the extent
permitted by applicable law) on any overdue interest, at the rate of 14% per
annum until paid, payable semi-annually as aforesaid or, at the option of the
registered holder hereof, on demand. Payments of principal and interest on this
Note shall be made in lawful money of the United States of America as provided
in the Schedule of Purchasers to the Note and Warrant Purchase Agreement
referred to below.
This Note is one of the Corporation's Senior Notes due January 1,
2001, originally issued in the aggregate principal amount of $5,000,000 pursuant
to the Note and Warrant Purchase Agreement (the "Note and Warrant Purchase
Agreement"), dated as of December 28, 1995, among the Corporation and each of
the Purchasers listed therein. The registered holder of this Note is entitled to
the benefits of such Note and Warrant Purchase Agreement and may enforce the
agreements of the Corporation contained therein and exercise the remedies
provided for thereby or otherwise available in respect thereof.
This Note is a registered Note and, as provided in such Note and
Warrant Purchase Agreement, is transferable only upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or his attorney duly
authorized in writing. The Corporation may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Corporation shall not be affected by any notice
to the contrary.
This Note is subject to prepayment, in whole or in part, in certain
cases, all as specified in such Note and Warrant Purchase Agreement.
In case an Event of Default (as defined in the Note and warrant
Purchase Agreement) shall occur and be continuing, the unpaid balance of the
principal of this Note may be declared and
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become due and payable in the manner and with the effect provided in such Note
and Warrant Purchase Agreement.
THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
FINANCIAL PACIFIC INSURANCE GROUP, INC.
By
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