Exhibit 10.3
PURCHASE NOTE
August 6, 1999
$9,466,232.91
FOR VALUE RECEIVED, the undersigned, XXXXX X. XXXXXXXXX (the
"Optionee"), hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD., and
its successors and assigns (the "Holder"), the principal sum of NINE MILLION
FOUR HUNDRED SIXTY-SIX THOUSAND TWO HUNDRED THIRTY-TWO AND 91/100 DOLLARS
($9,466,232.91), with interest thereon, on the terms and conditions set forth in
the Exercise Agreement (as defined herein).
Payments of the principal of and interest on this Note are to be made
in lawful money of the United States of America by check mailed and addressed to
the Holder hereof at the address shown in the Exercise Agreement or such other
address as may be provided thereunder.
Notwithstanding any provision to the contrary in this Note, the
Exercise Agreement or any other agreement, the Optionee shall not be required to
pay, and the Holder shall not be permitted to contract for, take, reserve,
charge or receive, any compensation which constitutes interest under applicable
law in excess of the maximum amount of interest permitted by law.
This Note is the Purchase Note (herein called the "Note") issued
pursuant to the Stock Option Exercise Agreement, dated as of August 6, 1999 (as
from time to time amended, the "Exercise Agreement"), between the Holder and the
Optionee and is entitled to the benefits thereof. All terms used herein shall
have the meanings ascribed to them in the Exercise Agreement.
If an Event of Default as defined in the Exercise Agreement occurs and
is continuing, the unpaid principal of this Note shall become due and payable in
the manner, at the price and with the effect provided in the Exercise Agreement.
This Note and the rights and obligations of the parties hereto shall be
deemed to be contracts under the laws of the State of Maryland and for all
purposes shall be governed by and construed and enforced in accordance with the
laws of said State, except for its rules relating to the conflict of laws.
IN WITNESS WHEREOF, this Note is delivered as of the date set forth
above.
/s/
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