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Exhibit 10.96
"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, AS REQUIRED BY
SECTION 163(f)(2)(B) (ii) (II) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j) AND
SECTION 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED."
PROMISSORY NOTE
U.S. $12,000,000 February __, 1999
FOR VALUE RECEIVED, the undersigned, Bankers Insurance Group, Inc.
jointly and severally, promise to pay to the order of Western International
Insurance Company, a company organized and existing under the laws of the
Cayman Islands, British West Indies, together with any other holder hereof
(herein, "Holder"), at a place designated by Holder outside the United States
and its possessions the principal sum of
Twelve Million and 00/100 Dollars, ($12,000,000) together with interest thereon
from date at Prime Rate per annum until maturity on the balance of principal
from time to time remaining unpaid. Prime Rate shall mean the rate published in
the Wall Street Journal as the base rate on corporate loans posted by at least
75% of the nation's 30 largest banks.
Commencing on the first day of January 2001 equal principal payments of
One Million Four Hundred Seventy Thousand Two Hundred Ninety Nine and
32/100 Dollars ($1,470,299.32) shall be due and payable together with
accrued interest in semiannual payments, payments being made on the
first day of January and July of each and every year. All unpaid
principal and interest shall be due and payable in full on January 1,
2004.
The obligations under this Note are subject to the terms of that
certain Loan Agreement dated of even date hereof executed by and between
Bankers Insurance Group, Inc. and Western International Insurance Company.
The makers hereof shall not incur any penalty upon the prepayment of
all or any part of the indebtedness evidenced hereby.
If any payment of principal or interest hereby required is overdue for
more than 30 days, the holder of this Note may, at its option, and without
notice, declare the entire balance of principal then remaining unpaid to be
immediately due and payable, and any failure to exercise said option shall not
constitute a waiver of the right to exercise the same at any other time. Upon
default in making any payment hereby required, each maker and endorser, jointly
and severally,
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promise to pay all costs and expenses, including reasonable attorney's fees
(including the cost of any appeals), of not less than 10 (ten) percent,
incurred in collecting this Note by legal proceedings or through an attorney.
Principal and interest shall be payable in lawful money of the United States of
America. All payments of principal and interest shall be payable only outside
the United States and its possessions.
This Note shall not be assigned or otherwise transferred by the Holder
or by any other person, except with the prior written consent of the Maker,
which may withhold such consent in its sole discretion, and assuming such
consent is given the Maker shall require the Holder to surrender this Note to
the Maker and thereupon the Maker shall either reissue a new promissory note to
the transferee or assignee of the Holder.
Time is of the essence hereunder. Any payment of principal or interest
which is not paid when due, whether upon maturity or acceleration or otherwise
as provided herein, shall bear interest at the rate of Eighteen (18%) percent
per annum from the due date until paid.
This Note is to be governed by and construed under the laws of the
State of Florida, as amended.
The remedies of Holder shall be cumulative and concurrent, and may be
pursued singularly, successively or together, at the sole discretion of Holder,
and may be exercised as often as occasion therefor shall arise. No action or
omission of Holder, including specifically any failure to exercise or
forbearance in the exercise of any remedy, shall be deemed to be a waiver or
release of the same, such waiver or release to be effected only through a
written document executed by Holder and then only to the extent specifically
recited therein. A waiver or release with reference to any one event shall not
be construed as continuing or as constituting a course of dealing, nor shall it
be construed as a bar to, or as a waiver or release of, any subsequent remedy
as to a subsequent event.
The undersigned and any other person liable for the payment hereof
respectively, hereby (a) expressly waive any presentment, demand for payment,
notice of dishonor, protest, notice of nonpayment or protest, all other forms
of notice whatsoever, and diligence in collection; and (b) agree that Holder,
in order to enforce payment of this Note against any of them, shall not be
required first to institute any suit or to exhaust any of its remedies against
the undersigned (or any co-maker) or against any other person liable for
payment hereof or to attempt to realize on any collateral for this Note.
BANKERS INSURANCE GROUP, INC.
By:
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G. Kristin Delano, Secretary
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PORTFOLIO INTEREST LOAN CERTIFICATE
In connection with the loans from Western International Insurance
Company, BANKAMERICA Building, Fort Street, P.O. Box 1369, George Town, Grand
Cayman, B.W.I., to Bankers Insurance Group, Inc., Western International
Insurance Company hereby certifies that the following statements are true and
correct:
1. Western International Insurance Company is not a United States
person nor is it a bank for United States tax purposes.
2. Bankers Insurance Group, Inc.'s obligation is not being acquired
by or on behalf of or for resale to a United States person by
Western International Insurance Company.
[Place]
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[Date]
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Western International Insurance Company
By:
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Barry B. Benjamin, President