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Exhibit 10.3
NOTE
Chicago, Illinois
$20,000,000 December 16, 1997
The undersigned, FOR VALUE RECEIVED, promises to pay to the
order of STRATEGIC ACQUISITION PARTNERS, LLC, a Nevada limited liability company
("Lender"), TWENTY MILLION DOLLARS ($20,000,000) or, if less, the aggregate
unpaid principal amount of the Loan made by the Lender to the undersigned
pursuant to the Credit Agreement referred to below. The principal amount due
under this Note shall be payable as set forth in the Credit Agreement (as
hereinafter defined).
The undersigned also promises to pay interest on the unpaid
principal amount hereof from time to time outstanding from the date hereof until
maturity (whether by acceleration or otherwise) and, after maturity, until paid,
at the rates per annum and on the dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in
lawful money of the United States of America in same day or immediately
available funds.
This Note is the Note described in, and is subject to the
terms and provisions of, that certain Credit Agreement, dated as of December 16,
1997 (as from time to time, in whole or in part, amended, modified,
supplemented, restated, refinanced, refunded or renewed, the "Credit
Agreement"), between the undersigned and Lender. Terms used herein without
definition shall have the meanings ascribed to them in the Credit Agreement.
Payment of this Note is secured by a security interest and pledge of certain
property and assets of the Borrower as more fully set forth in the Pledge
Agreement and the Related Documents. Reference is hereby made to the Credit
Agreement and the Related Documents for a statement of the prepayment rights and
obligations of the undersigned, the nature and extent of the collateral security
and the rights of the parties to the Related Documents in respect of such
collateral security, and for a statement of the terms and conditions under which
the due date of this Note may be accelerated.
In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement and the Related Documents, the undersigned
further agrees, subject only to any limitation imposed by applicable law, to pay
all reasonable expenses actually incurred, including reasonable attorneys' fees
and legal expenses, incurred by the holder of this Note in endeavoring to
collect any amounts payable hereunder which are not paid when due, whether by
acceleration or otherwise.
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The undersigned, whether as maker, endorser, or otherwise,
waives presentment for payment, demand, protest and notice of dishonor.
THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.
CENTRAL RESERVE LIFE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Exec. Senior V.P. and Chief
Financial Officer (CFO)
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