Exhibit 10.3


 


	
   

  	
  Grand Bahama, Bahamas

  
	
   

  	
  , 2007

  
			



 


US$60,000,000.00


 


1.                                       ON DEMAND AFTER DATE FOR VALUE RECEIVED, ROYAL
ISLAND BAHAMAS LTD., a company incorporated under the laws of the Commonwealth
of The Bahamas whose registered office is at Suite 400, The British
Colonial Hilton, Centre of Commerce, No.1 Bay Street, P.O. Box N-9740,
Nassau, Bahamas (the “Borrower”) promises to pay to iSTAR FINANCIAL INC., a
Maryland corporation, as agent on behalf of the Lenders (as defined in the
Credit Agreement) having an office at 1114 Avenue of the Americas, New York,
New York 10036 (hereinafter called “the Agent” which expression where the
context so admits shall include its successors and assigns) the sum of Sixty Million
and No/100 Dollars in the currency of the United States of America (US$60,000,000.00).
 Principal and interest thereon shall be
payable at the rate and upon the terms specified in a Credit Agreement dated the     day of December A.D. 2007 and made
between (i) the Borrower, ROYAL ISLAND GOLF CLUB BAHAMAS LTD., a company
incorporated under the laws of the Commonwealth of The Bahamas, and RIBL US BORROWER
LLC, a Delaware limited liability company, as Borrowers of the one part, (ii) the
banks and financial institutions and other entities listed therein, as Lenders,
and (iii) iStar Financial Inc., as Agent of the other part.


 


2.                                       In the event of your incurring costs,
charges and expenses with respect to the enforcement or protection of any
rights hereunder in accordance with the terms of the foregoing Credit Agreement,
the Borrower hereby further agrees that such costs, charges and expenses may be
claimed in a Statement of Claim in the event that an action is commenced in a
Court of Law for the recovery of the moneys due hereunder even though a demand
has not been made for the payment of the same.


 

















 


	
   

  	
  IN WITNESS WHEREOF the Borrower has caused
  its Common Seal to be hereunto affixed the day and year first hereinbefore
  written

  



 


 


	
  The
  Common Seal of Royal Island Bahamas

  	
  )

  	
   

  
	
  Ltd.
  was affixed hereto by Brian Parro

  	
  )

  	
   

  
	
  the
  Vice-President and Director of the)

  	
   

  	
   

  
	
  Borrower
  and the said Brian Parro affixed his

  	
  )

  	
  /s/ Brian Parro.

  	
   

  	
   

  
	
  signature
  hereto in the presence of:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/  Russell B. Shelton

  	
   

  	
   

  
							



 


2

















Exhibit 10.3


 


COMMONWEALTH
OF THE BAHAMAS


 


Grand Bahama


 


I, Russell Shelton
of Dallas, Texas, United States of America, Secretary of ROYAL ISLAND BAHAMAS LTD.
(hereinafter called “the Company”) make oath and say that I was present and saw
the Common Seal of the Company affixed to the annexed Promissory Note dated
the  day of                               A.D., 2007 by Brian Parro the Vice-President
and a Director of the Company and that I saw the said Brian Parro sign, execute
and deliver the said Promissory Note as and for the Act and Deed of the Company
and for the purposes therein mentioned; and that I subscribed my name as the
Witness to the due execution thereof. 
And Further that the Seal affixed and impressed at the foot or end of
the said Promissory Note is the Common Seal of the Company and was affixed and
impressed thereto by the said Brian Parro by order and with the authority of
the Board of Directors of the Company and in conformity with the Articles of
Association of the Company.


 


 


	
  SWORN at Nassau, Bahamas

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  this                       day

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  of                              A.D.
  2007

  	
  )

  	
  /s/ Russell B.
  Shelton

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Before me,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTARY
  PUBLIC