Exhibit 10.3f
SECURED PROMISSORY NOTE
$2,229,028.13 February 18, 1997
FOR VALUE RECEIVED, XXXXX X. XXXXXXX (the "Borrower")
promises to pay to the order of MAXICARE HEALTH PLANS, INC., a
Delaware corporation (the "Lender"), the sum of Two Million Two
Hundred Twenty Nine Thousand Twenty Eight Dollars and Thirteen
Cents ($2,229,028.13), together with interest thereon from the date
of the Loan at the Applicable Rate, compounded monthly.
Except as otherwise provided in the Loan Agreement, all
accrued interest and unpaid principal of this Note shall be due and
payable on the Maturity Date.
This Note is fully recourse to the Borrower.
All payments in respect of this Note shall be made in lawful
money of the United States of America in same day funds to the
office of the Lender located at 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx
000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 or at such other place as shall
be designated in writing by the Lender to the Borrower. Until
notified in writing of the transfer of this Note, the Borrower
shall be entitled to deem the Lender, or such person who has been
so identified by the transferor in writing to the Borrower as the
holder of this Note, as the owner and holder of this Note. Each of
the Lender and any subsequent holder of this Note agrees that
before disposing of this Note or any part hereof it will make a
notation hereon of all payments previously made hereunder;
provided, however, that the failure to make notation of any payment
made on this Note shall not limit or otherwise affect the
obligation of the Borrower hereunder with respect to payment on
this Note.
This Note is the Note referred to in, and is entitled to all
of the rights, benefits and privileges provided for in the Loan
Agreement, dated as of February 18, 1997 (as amended, supplemented
or modified from time to time, the "Loan Agreement") between the
Borrower and the Lender. For the purposes hereof, unless otherwise
defined herein, all capitalized terms contained in this Note shall
have the meanings ascribed to them in the Loan Agreement. The Loan
Agreement, among other things, (a) provides for the making of the
Loan (the "Loan") by the Lender to the Borrower in the principal
amount of Two Million Two Hundred Twenty Nine Thousand Twenty Eight
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Dollars and Thirteen Cents ($2,229,028.13), the indebtedness of the
Borrower resulting from such Loan being evidenced by this Note, and
(b) contains provisions for acceleration of the Maturity Date
hereof upon the happening of certain stated events.
This Note is secured by that certain Pledge Agreement (the
"Pledge Agreement") of even date by and between the Borrower and
the Lender.
No reference herein to the Loan Agreement or the Pledge
Agreement and no provision of this Note, the Loan Agreement or the
Pledge Agreement shall alter or impair the obligation of the
Borrower, which is absolute and unconditional, to pay this Note at
the place and at the time herein prescribed.
The Borrower promises to pay all costs, expenses, including
reasonable attorneys' fees, incurred in the collection and
enforcement of this Note. The Borrower and endorsers of this Note
hereby consent to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind.
IN WITNESS WHEREOF, the Borrower has executed and delivered
this Note as of the day and year and place first above written.
/s/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
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