EXHIBIT 10.2


 




 





 


SURPLUS NOTE PURCHASE AGREEMENT


 


Between


 


ALLSTATE LIFE
INSURANCE COMPANY,


as Seller


 


and


 


KENNETT CAPITAL, INC.,


as Purchaser


 


Dated as of August 1, 2005


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.02

  	
  Other Definitional Provisions

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  PURCHASE AND SALE OF SURPLUS
  NOTES

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Purchase and Sale of Surplus Notes

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.02

  	
  Delivery and Payment

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.03

  	
  Forms of Kennett Notes

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  TERMS AND CONDITIONS OF
  REPAYMENT OF KENNETT NOTES; MATURITY

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Interest

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.02

  	
  Principal

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.03

  	
  Payments by the Purchaser

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.04

  	
  Prepayment

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  REGISTRATION OF KENNETT NOTES;
  TRANSFER AND EXCHANGE

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Kennett Note Register

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.02

  	
  Exchanges and Transfers

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  EVENTS OF DEFAULT

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Events of Default

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.02

  	
  Remedies Upon an Event of Default

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  MISCELLANEOUS

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Notices

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.02

  	
  Amendments, Waivers.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.03

  	
  Successors and Assigns; Third Party
  Beneficiaries

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.04

  	
  Severability

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 6.05

  	
  Binding Effect

  	
  6

  



 


i





















 


	
  Section 6.06

  	
  GOVERNING LAW; CONSENT TO JURISDICTION

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.07

  	
  Execution in Counterparts

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.08

  	
  Entire Agreement

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.09

  	
  Headings

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES AND EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule I

  	
  Notice Information

  	
   

  
	
  Exhibit A

  	
  Form of Kennett Note

  	
   

  



 


ii





















 


This SURPLUS NOTE PURCHASE AGREEMENT, dated as of August 1, 2005,
is made by and between Allstate Life Insurance Company, a life insurance
company domiciled in Illinois (together with its successors and assigns, the “Seller”),
and Kennett Capital, Inc., a corporation organized under the laws of the
State of Delaware (together with its successors and assigns, the “Purchaser”).


 


RECITALS


 


WHEREAS, the Seller desires to sell to the Purchaser on the date hereof
and from time to time hereafter, and the Purchaser desires to purchase from the
Seller, surplus notes (the “Surplus Notes”) issued by ALIC Reinsurance
Company (the “Issuer”) in an aggregate principal amount up to
$750,000,000 (the “Authorized Principal Amount”); and


 


WHEREAS, as consideration for the sale of the Surplus Notes the Seller
shall receive one or more notes (the “Kennett Notes”) from the Purchaser
with an aggregate principal amount equal to the aggregate principal amount of
the Surplus Notes, which shall not exceed the Authorized Principal Amount;


 


NOW, THEREFORE, for full and fair consideration, the parties hereto
agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01                                Definitions.  The following capitalized terms shall have
the following meanings:


 


“Agreement” means this Surplus Note Purchase Agreement, as the
same may from time to time be amended, supplemented or otherwise modified in
accordance with the terms hereof.


 


“Authorized Principal Amount” has the meaning specified in the
first WHEREAS clause in the recitals hereof.


 


“Business Day” means any day other than a Saturday or a Sunday
or any day on which banking institutions in Chicago, Illinois, are authorized
or obligated by law, regulation or executive order to be closed.


 


“Event of Default” has the meaning specified in Section 5.01
hereof.


 


“Holder” means, with respect to any Kennett Note, the Person in
whose name such Kennett Note is registered in the Kennett Note Register.


 


“Interest Payment Date” means each December 1 and June 1,
commencing December 1, 2005, provided that if such day is not a Business
Day, the next succeeding Business Day.


 


“Interest Period” means, with respect to any Kennett Note, (a) in
the case of the initial interest period with respect to such Kennett Note, the
period from, and including, the date such Kennett Note was issued to the Seller
to, but excluding, the immediately following Payment Date, (b) thereafter,
the period from, and including, the preceding Payment Date to, but excluding,
the next succeeding Payment Date, and (c) in the case of the final
interest period with respect to such Kennett Note, the period from, and
including, the preceding Payment Date to, but excluding, the Maturity Date.


 





















 


“Interest Rate” means, with respect to each Kennett Note, the
yield calculated as the sum of (a) the 10 Year CMT Rate, as set forth in
the corresponding Surplus Notes, plus (b) such spread as set forth
in the corresponding Surplus Notes less 20 basis points.


 


“Issuer” has the meaning specified in the first WHEREAS clause
in the recitals hereof.


 


“Kennett Note Register” has the meaning specified in Section 4.01
hereof.


 


“Kennett Notes” has the meaning specified in the second WHEREAS
clause in the recitals hereof.


 


“Maturity Date” means, with respect to a Kennett Note, the date
on which all outstanding unpaid principal on such Kennett Note becomes due and
payable, whether at the Stated Maturity Date or by acceleration pursuant to Section 5.02.


 


“Payment Date” means any Interest Payment Date or Maturity Date.


 


“Person” means an individual, corporation (including a business
trust), partnership, limited liability company, joint venture, association,
joint stock company, trust (including any beneficiary thereof), unincorporated
association or government or any agency or political subdivision thereof.


 


“Purchaser” has the meaning specified in the introduction to
this Agreement.


 


“Record Date” means the date on which
the Holders of any Kennett Note entitled to receive a payment with respect to
principal or interest on the next succeeding Payment Date are determined, such
date as to any Payment Date being five (5) Business Days prior to such
Payment Date.


 


“Seller” has the meaning specified in the introduction to this
Agreement.


 


“Series” means a series of Surplus Notes all having the same
maturity date and terms authorized by the Issuer by or pursuant to a particular
board resolution duly adopted by the Issuer’s board of directors authorizing
corporate action by the Issuer.


 


“Series 2005-A Notes” means Surplus Notes of the Issuer in
the principal amount of $50,000, 000 denominated as Series 2005-A Notes
issued on July 1, 2005.


 


“Series 2005-B Notes” means Surplus Notes of the Issuer in
the principal amount of $50,000,000 denominated as Series 2005-B Notes
issued on July 1, 2005.


 


“Stated Maturity Date” means, with respect to each Kennett Note,
the thirtieth (30th) anniversary of the issuance date of such
Kennett Note, provided such date is a Business Day.


 


“Surplus Notes” has the meaning specified in the first WHEREAS
clause in the recitals hereof.


 


“10 Year CMT Rate” means the 10 Year Constant Maturity Treasury
Yield, and shall be recalculated every ten years on the anniversary date of the
first Interest Payment Date for each Series of Surplus Notes.


 


“10 Year Constant Maturity Treasury Yield” means the ten year
Constant Maturity Treasury Yield as reported in the Wall Street Journal.


 


2





















 


Section 1.02                                Other Definitional
Provisions.


 


(a)                 All terms defined
in this Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto.


 


(b)                The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement; and Section and subsection references contained in
this Agreement are references to Sections or subsections in or to this
Agreement unless otherwise specified.


 


ARTICLE II

PURCHASE AND SALE OF SURPLUS NOTES


 


Section 2.01                                Purchase and Sale of
Surplus Notes.  Upon the terms and
subject to the conditions set forth in this Agreement, and in reliance on the
covenants and agreements herein set forth, on the date hereof, the Seller shall
sell and the Purchaser may purchase the Series 2005-A Notes and the Series 2005-B
Notes of the Issuer.  From time to time
from and after the date hereof, the Seller may, on ten (10) Business Days’
notice to the Purchaser, offer to sell to the Purchaser, and the Purchaser may
purchase, additional Series of Surplus Notes as may be purchased by Seller
from the Issuer, up to the Authorized Principal Amount.  As security for the performance of the
Purchaser’s obligations under this Agreement, the parties hereto shall,
concurrent with this Agreement, enter into a Pledge and Security Agreement
wherein Purchaser grants a pledge of and security interest in the Purchaser’s
right, title and interest in the Surplus Notes and the other collateral
identified therein.


 


Section 2.02                                Delivery and Payment.  The Seller shall deliver the Series 2005-A
Notes and the Series 2005-B Notes to the Purchaser on the date
hereof.  Against delivery of the Series 2005-A
Notes, the Series 2005-B Notes or any additional Series of Surplus
Notes, the Purchaser shall transfer to a Seller Kennett Notes with an aggregate
principal amount equal to the aggregate principal amount of such Surplus Notes.


 


Section 2.03                                Forms of Kennett
Notes.  The Kennett Notes shall be
issued substantially in the form of the Kennett Note attached as Exhibit A
hereto and shall be duly executed and delivered by the Purchaser as hereinafter
provided.


 


ARTICLE III

TERMS AND CONDITIONS OF REPAYMENT OF KENNETT NOTES; MATURITY


 


Section 3.01                                Interest.  The Kennett Notes shall bear interest during
each Interest Period at the Interest Rate. 
Interest shall be due and payable on each Interest Payment Date.  Interest shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


Section 3.02                                Principal.  The principal of each Kennett Note shall be
due and payable on the Stated Maturity Date.


 


Section 3.03                                Payments by the
Purchaser.


 


(a)                 On any Payment
Date, the Purchaser shall pay in accordance with the terms of this Agreement: (i) all
accrued but unpaid interest on the Kennett Notes and (ii) any principal
payments due with respect to the Kennett Notes, if any.


 


3





















 


(b)                Any interest or
principal that has not been paid when due shall accrue interest at a rate per
annum equal to the Interest Rate from and including, for each such amount, the
Payment Date therefor, up to but excluding the date on which each such amount
is actually paid.


 


(c)                 All payments
required to be made by the Purchaser with respect to this Article III
shall be made:  (i) by Wire Transfer
of immediately available funds and/or the transfer of marketable securities
(valued at their fair market value) not later than 1:00 p.m., Chicago
time, and (ii) to the account of the Seller, or to such other account as
the Seller may have most recently designated in writing for such purpose by
notice to the Purchaser.


 


(d)                The Purchaser and any agent of the Purchaser may treat
the Person in whose name any Kennett Note is registered on the Kennett Note
Register as the owner of such Kennett Note on the applicable Record Date for
the purpose of receiving payments of principal and interest on such Kennett
Note and on any other date for all other purposes whatsoever (whether or not
such payment is overdue), and neither the Purchaser nor any agent of the
Purchaser shall be affected by notice to the contrary.


 


Section 3.04                                Prepayment.  The Purchaser may prepay the Kennett Notes,
in part or in full, irrespective of whether the Issuer has prepaid any amounts
with respect to the Surplus Notes.  In
addition, the Purchaser shall prepay principal and accrued interest on the
Kennett Notes to the extent that the Issuer prepays or redeems the Surplus
Notes, such prepayment to be made within three (3) Business Days of
prepayment or redemption of the Surplus Notes and in the manner specified in Section 3.03(c).


 


ARTICLE IV

REGISTRATION OF KENNETT NOTES; TRANSFER AND EXCHANGE


 


Section 4.01                                Kennett Note
Register.  The Purchaser shall keep a
register (the “Kennett Note Register”) at its office in Northbrook,
Illinois, in which it shall provide for the registration of the Kennett Notes
and the registration of transfers of the Kennett Notes.   Such Kennett Note Register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time.  Upon surrender
for registration of transfer of any Kennett Note at the office of the Purchaser
and in compliance with the restrictions set forth in any legend appearing on
any Kennett Note, the Purchaser shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Kennett Notes of any
authorized denomination and of like terms.


 


Section 4.02                                Exchanges and
Transfers.  At the option of any
Holder, Kennett Notes may be exchanged for one or more Kennett Notes, of any
authorized denomination and of like terms, upon surrender of the Kennett Notes
to be exchanged at the office of the Purchaser or such other office as the
Purchaser may designate for such purposes. 
Whenever any Kennett Note is surrendered for exchange, the Purchaser
shall execute and deliver the Kennett Note that the Holder making the exchange
is entitled to receive.  Any Kennett
Notes issued upon any registration of transfer or exchange of a Kennett Note
shall be the valid obligations of the Purchaser, evidencing the same debt, and
entitled to the same benefits under this Agreement, as the Kennett Note
surrendered upon such registration of transfer or exchange.  Every Kennett Note presented or surrendered
for registration of transfer or exchange shall be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Purchaser duly executed by the Holder thereof or its attorney duly authorized
in writing.  No service charge shall be
made to a purchaser for any registration of transfer or exchange of a Kennett
Note, but the Purchaser may


 


4





















 


require
payment of a sum sufficient to cover the expenses of delivery (if any) not made
by regular mail or any tax or other governmental charge payable in connection
therewith.


 


ARTICLE V

EVENTS OF DEFAULT


 


Section 5.01                                Events of Default.  The occurrence of either of the following
events shall constitute an “Event of Default” hereunder:


 


(a)                 default is made
in the payment of any installment of interest on the Kennett Notes when such
interest becomes due and payable and such default continues for a period of 30
days, or


 


(b)                default is made in
the payment of the principal of the Kennett Notes when such principal becomes
due and payable.


 


Section 5.02                                Remedies Upon an
Event of Default.  Upon the
occurrence of an Event of Default, the Seller may give notice of such Event of
Default to the Purchaser and demand payment of the entire outstanding principal
amount of such Kennett Notes, plus all accrued but unpaid interest, plus
interest on such overdue principal and overdue interest at the Interest Rate, plus
such further amounts as shall be necessary to cover the Seller’s costs and
expenses of collection, including reasonable attorneys’ fees.


 


ARTICLE VI

MISCELLANEOUS


 


Section 6.01                                Notices.  Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be delivered by the following
means:  (i) hand delivery, (ii) overnight
courier service (e.g., FedEx, Airborne Express, or DHL); (iii) registered
or certified U.S. mail, postage prepaid and return receipt requested; or (iv) facsimile
transmission.  If any notice or other
communication provided for herein is sent by any party by electronic e-mail it
shall not be deemed to have been delivered to the addressee if the party
sending such notice or communication receives a response from the intended
addressee that he or she will not be able to retrieve e-mail due to vacation,
other absence from the office, system failure or other reason.  All such notices shall be delivered to the
parties as set forth on Schedule I hereof.  All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.


 


Section 6.02                                Amendments, Waivers.


 


(a)                 Except as
otherwise expressly provided herein, no amendment or waiver of any provision of
this Agreement shall in any event be effective unless the same shall be in
writing and signed by the parties hereto.


 


(b)                The Seller and the
Purchaser may amend any provision of this Agreement to effectuate the division
of any Kennett Notes held by the Seller into paid and unpaid portions and the
surrender of the paid portion.


 


(c)                 Each such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. 
A failure or delay in exercising any right, power or privilege with
respect to this Agreement will not be


 


5





















 


presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise of that right,
power or privilege or the exercise of any other right, power or privilege.


 


Section 6.03                                Successors and
Assigns; Third Party Beneficiaries. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors.  This Agreement shall not be transferred or
assigned under any circumstances. 
Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto and their respective
successors and permitted transferees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


Section 6.04                                Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


Section 6.05                                Binding Effect.  This Agreement shall remain in full force and
effect until such time as all of the Kennett Notes issued by the Purchaser
shall have been repaid in full and cancelled.


 


Section 6.06                                GOVERNING LAW;
CONSENT TO JURISDICTION.  THIS
AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS.


 


Section 6.07                                Execution in
Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


Section 6.08                                Entire Agreement.  This Agreement constitutes the entire
agreement between the parties relating to the subject matter hereof and
supersedes any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.


 


Section 6.09                                Headings.  Article and Section headings used
herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 


6





















 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the first date written above.


 


	
   

  	
  ALLSTATE
  LIFE INSURANCE COMPANY

  
	
   

  	
  as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry S.
  Paul

  	
   

  
	
   

  	
  Name:

  	
  Barry S.
  Paul

  
	
   

  	
  Title:

  	
  Assistant
  Vice President and Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KENNETT
  CAPITAL, INC.

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven
  C. Verney

  	
   

  
	
   

  	
  Name:

  	
  Steven C.
  Verney

  
	
   

  	
  Title:

  	
  Treasurer

  
								



 


7





















 


SCHEDULE I

to

Surplus Note Purchase Agreement between Allstate Life Insurance Company


and Kennett
Capital, Inc.


 


NOTICE INFORMATION


 


 


Address
for Notices to Seller:


 


Allstate Life
Insurance Company


3100 Sanders
Road


Northbrook, Illinois  60062


Attention:  Allstate Financial - Chief Financial Officer


Facsimile:  847-326-5052


 


 


Address
for Notices to Purchaser:


 


Kennett Capital, Inc.


42 Read’s Way, Suite 124


New Castle Corporate Commons


New Castle, Delaware 19720-1642


Attention:  Executive Vice President


Facsimile:  302-324-5253


 





















 


EXHIBIT A


 


FORM OF
KENNETT NOTE


[ISSUE DATE]


 


Kennett Capital, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), for value received
hereby promises to pay to Allstate Life Insurance Company, or its assigns, the
outstanding balance of the principal sum of [                                                     ]
in cash on [STATED MATURITY DATE], and to pay interest thereon semi-annually on
the first day of December and June in each year, commencing [FIRST
INTEREST DATE], at the rate per annum set forth below, until the principal
hereof is paid in full, except that the final payment of any accrued and unpaid
interest shall be concurrent with the final payment of
principal.  The initial per annum rate of
interest will be [         %].  Thereafter, once every ten years beginning on
[DATE (10 years after FIRST INTEREST DATE)], the rate of interest will reset
(effective as of that date) to a per annum rate equal to the then current ten
year Constant Maturity Treasury Yield as reported in the Wall Street Journal
plus [          % (an amount
equal to the spread for the corresponding Surplus Notes purchased by the
Purchaser, less 20 basis points)]. 
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.  All principal and interest shall
be paid at the principal corporate office of the Company or such other place,
which shall be acceptable to the Company, as the holder hereof shall designate
in writing to the Company, in collected and immediately available funds in
lawful money of the United States of America. 
Principal and interest shall be payable on the terms and conditions set
forth below


 


1.                                       The Company
covenants that if:


 


(a)                                  default
is made in the payment of any installment of interest on this Kennett Note when
such interest becomes due and payable and such default continues for a period
of 30 days, or


 


(b)                                 default
is made in the payment of the principal of this Kennett Note when such
principal becomes due and payable,


 


the Company will, upon demand by the holder of this Kennett Note, pay
to it the whole amount of the principal of this Kennett Note, plus accrued
interest, with interest upon the overdue principal and upon overdue
installments of interest at the rate borne by this Kennett Note; and, in
addition thereof, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable attorneys’ fees.


 


2.                                       Each payment
made hereunder will be credited first to accrued but unpaid interest, if any,
and the balance of such payment will be credited to the principal amount
hereof.


 


3.                                       In the event
that any payment of principal or interest on this Kennett Note is scheduled to
be made on a day that is not a Business Day, then such payment shall be made on
the next following Business Day and no additional interest shall accrue as a
result of payment on such following Business Day.  For the purpose of this Paragraph 5, “Business
Day” shall mean any day that is not a Saturday, Sunday or any other day on
which banking institutions in the State of Illinois are permitted or required
by any applicable law to close.


 


4.                                       In the event the
Company consolidates or merges into another entity or transfers substantially
all of its assets to another entity, the entity into which the Company
consolidates or merges


 





















 


or to which the assets of the Company are transferred must assume the
liability of the Company hereunder.


 


5.                                       This Kennett
Note shall be construed in accordance with, and governed by, the laws of the
State of Illinois.


 


IN WITNESS WHEREOF, the Company has caused this Kennett Note to be
executed in its name and attested to by its authorized officer, and its
corporate seal to be hereunto affixed, all as of the date first written above.


 


 


	
   

  	
  KENNETT
  CAPITAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest: