Exhibit
10.20


 


EXECUTION COPY


 


 


QUOTESMITH.COM,
INC.


PROMISSORY
NOTE (“NOTE”)


 




	
  U.S.$6,500,000

  	
   

  	
  Darien, Illinois

  
	
   

  	
   

  	
  May 7, 2004

  






 


FOR
VALUE RECEIVED, QUOTESMITH.COM, INC., a Delaware  corporation (the “Debtor”),
hereby unconditionally promises to pay to the order of ZIONS BANCORPORATION, a
Utah corporation (the “Holder”), the principal sum of SIX
MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS (U.S. $6,500,000),
together with accrued and unpaid interest, in lawful money of the United States
of America and in immediately available funds on the earlier of (i) November 7,
2004 and (ii) the Closing (as defined in that certain Stock Purchase
Agreement, dated as of March 1, 2004, as amended, extended or otherwise
modified, the “Stock Purchase Agreement”, between the Debtor and the
Holder) (the “Maturity Date”).


 


The
Debtor hereby further promises to pay interest to the order of the Holder on
the unpaid principal amount of this Note at the Interest Rate, as defined
herein, from the date hereof until the indebtedness evidenced by this Note is
paid in full in cash.  Such interest
shall be paid in like money quarterly in arrears on August 7 and November 7,
2004 (each an “Interest Payment Date”) and thereafter on demand.  Interest on this Note will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided, that the first Interest
Payment Date shall be August 7, 2004.


 


The
Debtor shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and installments of interest
(without regard to any applicable grace periods) from time to time on demand at
a rate that is 4% per annum in excess of the rate then in effect.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


All
payments that are due and payable on this Note shall be made by wire transfer
of immediately available funds in United States Dollars to such account as the
Holder may designate in writing no later than 12:00 p.m., Chicago time, on the
date any such amounts are due and payable, without presentation or surrender of
this Note.


 


1.                                       Certain
Definitions.


 


(a)                                  “Affiliate”
means, as to any specified Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For purposes of
this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under direct or indirect common control
with”), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.


 

















 


(b)                                 “Asset
Purchase Agreement” means that certain Asset Purchase Agreement, dated as
of January 31, 2004 (executed on March 1, 2004), by and among the Debtor,
Life Quotes Acquisition, Inc., Kenneth L. Manley and Life Quotes, Inc., as amended.


 


(c)                                  “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.


 


(d)                                 “Cash
Equivalents” means:


 


(1)                                  U.S. Government Obligations having maturities
of not more than 12 months from the date of acquisition;


 


(2)                                  certificates of deposit with maturities of 12
months or less from the date of acquisition with any domestic commercial bank
having capital and surplus in excess of $500.0 million;


 


(3)                                  commercial paper having the highest rating
obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s
Ratings Group; and


 


(4)                                  money market funds registered with the SEC
and meeting the requirements of Section 2(a)(7) of the Investment Company Act
of 1940 and, in each case, maturing within 6 months after the date of
acquisition.


 


(e)                                  “Company
Meeting” means the meeting of the shareholders of the Debtor to consider
and vote upon, among other things, the approval of the issuance of 2,363,636
shares of its common stock to the Holder pursuant to the terms and conditions
set forth in the Stock Purchase Agreement.


 


(f)                                    “Contract”
means any mortgage, indenture, security agreement, evidence of Indebtedness,
lease, license, agreement, understanding, instrument, undertaking or other
contract of any kind.


 


(g)                                 “Encumbrance”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to file any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction).


 


(h)                                 “Equity
Interests” of any Person means any shares of any class or series or any
securities (including debt securities) convertible into or exercisable or
exchangeable for shares of any class or series of capital stock of such Person
(or which are convertible into or exercisable or exchangeable for another
security which is, in turn, convertible into or exercisable or exchangeable for
shares of any class or series of capital stock of such Person), whether now
authorized or not.


 


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(i)                                     “GAAP”
means generally accepted accounting principles as in effect from time to time
in the United States of America as applied on a consistent basis.


 


(j)                                     “Governmental
Body” means (i) the government of (a) the United States of America or any
state or other political subdivision thereof or (b) any jurisdiction (domestic
or foreign) in which the Debtor or any of its Subsidiaries conducts all or any
part of its business or which asserts jurisdiction over the Debtor or any of
its Subsidiaries or any of their respective properties, or (ii) any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.


 


(k)                                  “Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person to:


 


(i)                                     purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness;


 


(ii)                                  purchase
property, securities or services for the purposes of assuring the holder of
such Indebtedness of the payment of such Indebtedness; or


 


(iii)                               maintain working
capital, equity capital or other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness.


 


provided, however, that the
term “Guarantee” shall not include endorsements by such Person for collection
or deposit, in either case, in the ordinary course of business.  The term “Guarantee” used as a verb has a
corresponding meaning.


 


(l)                                     “Incur”
means, with respect to any Indebtedness or other obligation of any Person, to
create, issue, incur (by conversion, exchange or otherwise), assume (pursuant
to a merger, consolidation, acquisition or other transaction), Guarantee or otherwise
become liable in respect of such Indebtedness or other obligation or the
recording, as required pursuant to GAAP or otherwise, of any such Indebtedness
or other obligation on the balance sheet of such Person (and “Incurrence” and
“Incurred” shall have meanings correlative to the foregoing); provided, however,
that a change in GAAP that results in an obligation of such Person that exists
at such time becoming Indebtedness shall not be deemed an Incurrence of such
Indebtedness.  Indebtedness otherwise
Incurred by a Person before it becomes a Subsidiary of a Person shall be deemed
to have been Incurred at the time it becomes such a Subsidiary.


 


(m)                               “Indebtedness”
means, with respect to any Person, without duplication, all indebtedness,
obligations and liabilities of such Person to any other Person (whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent):


 


(i)                                     for
borrowed money;


 


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(ii)                                  evidenced
by bonds, notes, debentures and other similar instruments, including
obligations Incurred in connection with the acquisition of property, assets or
businesses;


 


(iii)                               under conditional sale
or other title retention agreements relating to property purchased by such
Person;


 


(iv)                              secured
by any Encumbrance on property owned or acquired by such Person whether or not
such indebtedness, obligation or liability has been assumed by such Person;


 


(v)                                 under
capital leases;


 


(vi)                              with
respect to letters of credit, acceptances or similar facilities issued for the
account of such Person;


 


(vii)                           under interest rate swap,
cap, collar or similar agreements or foreign currency hedge, exchange or
similar agreements of such Person;


 


(viii)                        to purchase, redeem, retire,
defease or otherwise acquire for value any Equity Interests;


 


(ix)                                issued
or assumed as the deferred purchase price of property or services (other than
trade payables and accrued liabilities arising in the ordinary course of
business which are not overdue or which are being contested in good faith); and


 


(x)                                   every
obligation of the type referred to in subsections (i) through (ix) of another
Person and all dividends of another Person the payment of which, in either
case, such Person has Guaranteed or is liable, directly or indirectly, as
obligor, Guarantor or otherwise, to the extent of such Guarantee or other
liability.


 


(n)                                 “Interest
Rate” means 4% per annum; provided, however, that beginning
on July 7, 2004 the Interest Rate shall be increased automatically by 1% (100
basis points) on the 7th day of each month until the principal
balance, and any accrued and unpaid interest, shall have been paid in full in
cash.


 


(o)                                 “Investment
Company Act” means the Investment
Company Act of 1940, as amended.


 


(p)                                 “Investments”
means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of direct or indirect loans
(including Guarantees of Indebtedness or other obligations), advances or
capital contributions (excluding commissions, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP;


 


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(q)                                 “Permitted
Encumbrance” means:


 


(i)                                     any
lien for Taxes, assessments, charges or levies that are not yet due and payable
or which are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor;


 


(ii)                                  any
lien arising in the ordinary course of business by operation of law with
respect to amounts that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently
concluded; provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor; and


 


(iii)                               any lien created in
favor of the Debtor or any of its Subsidiaries;


 


(iv)                              deposits
under workmen’s compensation, unemployment insurance, social security and other
similar laws; and


 


(v)                                 purchase
money liens or purchase money security interests upon or in any property
acquired or held by the Debtor in the ordinary course of business to secure the
purchase price of such property or to secure Indebtedness incurred solely for
the purpose of financing the acquisition of such property.


 


(r)                                    “Permitted
Investments” means:


 


(i)                                     any
Investment in the Debtor or in a Wholly Owned Subsidiary of the Debtor that is
engaged in a line of business the same as, or similar or related to, the line
of business the Debtor and its Subsidiaries were engaged in on the date hereof;


 


(ii)                                  any
Investment in cash or Cash Equivalents;


 


(iii)                               the transactions
contemplated by the Asset Purchase Agreement and the Real Estate Purchase
Agreement; and


 


(iv)                              advances
to employees of the Debtor and its Subsidiaries in the ordinary course of
business.


 


(s)                                  “Person”
means any individual, corporation (including not-for-profit), general or
limited partnership, limited liability company, joint venture, estate, trust,
business trust, association, organization, Governmental Body or other entity of
any kind or nature.


 


(t)                                    “Real
Estate Purchase Agreement” means that certain Real Estate Purchase and Sale
Agreement, dated as of January 31, 2004 (executed on March 1, 2004), by and
between the Kenneth L. Manley Revocable Trust dated as of June 10, 1987 and
Life Quotes Acquisition, Inc.


 


(u)                                 “Restricted
Investment” means any Investment other than a Permitted Investment.


 


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(v)                                 “SEC”
means the United States Securities and Exchange Commission, or any successor
agency thereto.


 


(w)                               “Securities
Act” means the Securities Act of 1933, as amended.


 


(x)                                   “Subsidiary”
of any Person means (i) a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by such Person or by one or
more other Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof or (ii) any other Person (other than a corporation) in
which such Person or one or more other Subsidiaries of such Person or such
Person and one or more other Subsidiaries thereof, directly or indirectly, has
at least majority ownership and the power to direct the management or policies
thereof.


 


(y)                                 “Taxes”
means all federal, state, local and foreign taxes, charges, fees, customs,
duties, levies or other assessments, however denominated, including, without
limitation, all net income, gross income, profits, gains, gross receipts,
sales, use, value added, goods and services, capital, production, transfer,
franchise, windfall profits, license, withholding, payroll, employment,
disability, employer health, excise, estimated, severance, stamp, occupation,
property, environmental, unemployment, capital stock or any other taxes,
charges, fees, customs, duties, levies or other assessments of any nature
whatsoever, together with all interest, penalties and additions imposed with
respect to such amounts and any interest in respect of such penalties and
additions.


 


(z)                                   “U.S.
Government Obligation” means:


 


(1)                                  any
security which is a direct obligation of the United States of America the
payment of which the full faith and credit of the United States of America is
pledged or an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation of
the United States of America, which, in either case, is not callable or
redeemable at the option of the issuer thereof; and


 


(2)                                  any
depository receipt issued by a bank (as defined in the Securities Act) as
custodian with respect to any U.S. Government Obligation and held by such bank
for the account of the holder of such depository receipt, or with respect to
any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depository receipt.


 


(aa)                            “Voting
Stock” of any Person means securities of such Person which ordinarily have
voting power for the election of directors (or persons performing similar
functions) of such Person.


 


(bb)                          “Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person all of
the outstanding capital stock of which (other than directors’ qualifying
shares)


 


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shall at the time be
owned by such Person or by one or more Wholly Owned Subsidiaries of such Person
(or any combination thereof).


 


2.                                       Prepayment.  This Note may be prepaid by the Debtor at
any time in whole or in part without any prepayment fee or penalty by payment
of the unpaid principal amount, or part thereof, together with accrued and
unpaid interest.  Any such prepayment
shall be applied first to interest and then to principal.


 


3.                                       Representations
and Warranties.  The
Debtor hereby represents and warrants to the Holder, as of the date of making
this Note, as follows:


 


(a)                                  Corporate
Authority.  The Debtor
has full corporate power and authority to execute and deliver, and to incur and
perform its obligations under, this Note. 
This Note has been duly authorized by all proper and necessary corporate
action.  No consent or approval of
stockholders is required as a condition to the validity or performance of, or
the exercise by the Holder of any of its rights or remedies under, this Note.


 


(b)                                 Authorization.  No consent, permission, waiver, approval,
order, exemption, license or authorization of, or registration, application,
notification, request, qualification, designation, declaration or filing with,
any (i) Governmental Body or (ii) any party to any Contract to which the Debtor
or any of its Subsidiaries is a party or is bound or to which any of their
property is subject, is required by the Debtor or any of its Subsidiaries in
connection with the authorization, execution, delivery and performance of this
Note.


 


(c)                                  Binding
Obligation.  This Note
has been duly authorized, executed, issued and delivered and constitutes a
valid and legally binding obligation of the Debtor enforceable in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights and to general equity principles.


 


(d)                                 No
Conflicts.  There is no
law, statute, rule, regulation, order or judgment, and no provision of any
Contract binding upon the Debtor or any of its Subsidiaries, or affecting any
of their properties, and no provision of the certificate of incorporation or
by-laws (or similar organizational documents) of the Debtor or any of its
Subsidiaries, that would prohibit, conflict with or in any way impair the
execution or delivery of, or the incurrence or performance of any obligations
of the Debtor under, this Note.


 


(e)                                  Use of
Proceeds.  The proceeds
of this Note will be used by the Debtor exclusively for the consummation of the
transactions contemplated by the Asset Purchase Agreement and the Real Estate
Purchase Agreement and the fees and expenses related thereto.


 


(f)                                    Margin
Regulations.  This Note
and the use of the proceeds hereof as contemplated herein will not violate or
be inconsistent with any of the provisions of Regulation T, U or X (or any
successor regulations) of the Board of Governors of the Federal Reserve System.


 


(g)                                 Offering.  The offer and issuance of this Note to the
Holder will be exempt from the registration and prospectus delivery
requirements of the Securities Act and 


 


7

















 


applicable blue-sky laws
and neither the Debtor nor any of its Subsidiaries or any authorized agent
acting on the Debtor’s or any of its Subsidiaries’ behalf will take any action
hereafter that would cause the loss of such exemption.


 


(h)                                 Compliance
with Laws and Charter Documents.  Neither the Debtor nor any of its Subsidiaries is, or as a result
of performing any of its obligations hereunder will be, in violation or default
of (i) any law, statute, rule, regulation, order or judgment of any
Governmental Body applicable to it or its properties or assets, (ii) its
certificate of incorporation, by-laws or any similar organizational documents
or (iii) any Contract (including, without limitation, the Stock Purchase
Agreement or the Investor Rights Agreement, dated as of March 1, 2004, by and
among the Debtor, the Holder and the other individual stockholders party
thereto) to which the Debtor or any of its Subsidiaries is a party or is bound
or to which any of their property is subject.


 


(i)                                     Investment
Company Act.  The Debtor
is not, and after giving effect to the offering and issuance of this Note, will
not be an “investment company”, as such term is defined in the United States
Investment Company Act of 1940.


 


(j)                                     No
Brokers.  No agent,
broker, investment banker, Person or firm acting on behalf of or under the
authority of the Debtor is or will be entitled to any broker’s or finder’s fee
or any other commission, directly or indirectly, in connection with the
issuance of this Note


 


(k)                                  Representations
and Warranties in Stock Purchase Agreement.  Each of the representations and warranties
of the Debtor in the Stock Purchase Agreement are true and correct as of the
date hereof, except to the extent such representations and warranties
specifically speak as to an earlier date, in which case they shall be true and
correct as of such earlier date.


 


All
representations and warranties made by the Debtor in this Note shall (i) be
considered to have been relied upon by the Holder, (ii) survive this Note
regardless of any investigation made by, or on behalf of, the Holder, and (iii)
continue in full force and effect as long as any amount payable under this Note
remains unpaid.


 


4.                                       Affirmative
Covenants.


 


(a)                                  Company
Meeting.  The Debtor
agrees to use its reasonable best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things on its part necessary to
convene the Company Meeting by July 7, 2004. 
Without limiting the generality of the foregoing, the Debtor agrees to
reasonably cooperate with the SEC in its review of the Debtor’s preliminary
proxy statement relating to the Company Meeting, filed on April 6, 2004 (the “Preliminary
Proxy Statement”), and to use its best efforts to file as soon as
practicable a definitive proxy statement relating to the Company Meeting which
complies with the applicable provisions of the United States Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including Regulation 14A, and any other applicable laws.  The Debtor agrees to advise the Holder,
promptly after it receives notice thereof, of any request by the SEC for any
amendment to the Preliminary Proxy Statement or comments thereon or requests by
the SEC for additional information.


 


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(b)                                 Use of
Proceeds.  The proceeds
of this Note shall be used by the Debtor exclusively for the consummation of
the transactions contemplated by the Asset Purchase Agreement and the Real
Estate Purchase Agreement and the fees and expenses related thereto.


 


5.                                       Negative
Covenants.  The Debtor
covenants that so long as this Note is outstanding:


 


(a)                                  Restricted
Payments.  Without the
prior written consent of the Holder, the Debtor shall not, and shall not permit
any Subsidiary to, directly or indirectly:


 


(i)                                     make,
declare, pay or set aside for payment any dividend, distribution or other
payment of cash, stock or other property on or declare or make any other
distribution, directly or indirectly, on account of any Equity Interests;


 


(ii)                                  purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the
Debtor or any Affiliate thereof (other than its Subsidiaries);


 


(iii)                               make any principal
payment on, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is ranked pari passu or subordinate in right of
payment to this Note, except at final maturity thereof; or


 


(iv)                              make
any Restricted Investment.


 


(b)                                 Limitation
on Issuance of Indebtedness. 
Without the prior written consent of the Holder, the Debtor shall not,
and shall not permit any Subsidiary to, directly or indirectly, Incur any
Indebtedness in excess of $25,000 individually or in the aggregate.


 


(c)                                  Limitation
on Encumbrances.  Without
the prior written consent of the Holder, the Debtor shall not, and shall not
permit any Subsidiary to, directly or indirectly, Incur or otherwise cause to
exist or suffer to exist or become effective any Encumbrance on any asset now
owned or hereafter acquired, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, other than a Permitted
Encumbrance.


 


6.                                       Events of
Default.  Each of the
following constitutes an event of default hereunder (each, an “Event of
Default”):


 


(a)                                  the
Debtor defaults in the payment when due of interest on this Note and such
default continues for a period of 10 days; or


 


(b)                                 the
Debtor defaults in the payment when due of the principal of this Note when the
same becomes due and payable, whether on the Maturity Date, upon prepayment or
otherwise; or


 


(c)                                  the
Debtor fails to comply with the provisions of Sections 4 or 5 hereof; or


 


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(d)                                 the
Debtor fails to observe or perform any other term, covenant or agreement
contained in this Note and such failure shall have continued unremedied for a
period of 30 days after written notice to the Debtor from the Holder of such
failure; or


 


(e)                                  any
representation or warranty made by the Debtor hereunder was false or misleading
in any material respect when so made or deemed made; or


 


(f)                                    a
default occurs under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Debtor or any of its Subsidiaries (or the payment of
which is Guaranteed by the Debtor or any of its Subsidiaries), whether such
Indebtedness or Guarantee now exists, or is created after the date hereof,
which default (i) is caused by a failure to pay principal of or premium, if
any, or interest on such Indebtedness on or prior to the expiration of the
grace period provided in such Indebtedness (a “Payment Default”) or (ii)
results in the acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been
a Payment Default or the maturity of which has been so accelerated, aggregates
$500,000 or more; or


 


(g)                                 the
entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of the Debtor or any of its Subsidiaries in an
involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or
order adjudging the Debtor or any such Subsidiary bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Debtor or any such Subsidiary
under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Debtor or any such Subsidiary of any substantial part of the property of the
Debtor or any such Subsidiary, or ordering the winding up or liquidation of the
affairs of the Debtor or any such Subsidiary, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or


 


(h)                                 the
commencement by the Debtor or any of its Subsidiaries of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Debtor or any of its
Subsidiaries to the entry of a decree or order for relief in respect of the
Debtor or any of its Subsidiaries in an involuntary case or proceeding under
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law to the commencement of any bankruptcy or insolvency case or
proceeding against the Debtor or any of its Subsidiaries, or the filing by the
Debtor or any such Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the
consent by the Debtor or any such Subsidiary to the filing of such petition or
to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the Debtor
or any of its Subsidiaries of any substantial part of the property of the
Debtor or any of its Subsidiaries, or the making by the Debtor or any of its
Subsidiaries of an assignment for the benefit of creditors, or the admission by
the Debtor or any such Subsidiary in writing of its inability to pay its debts
generally as they become due, or the 


 


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taking of corporate
action by the Debtor or any such Subsidiary in furtherance of any such action.


 


7.                                       Remedies
on Default.


 


(a)                                  Acceleration.


 


(i)                                     If
an Event of Default with respect to the Debtor described in paragraph (g) or
(h) of Section 6 has occurred, all principal and interest payable on this Note
shall automatically become immediately due and payable (without presentment,
demand, protest or further notice, all of which are hereby waived).


 


(ii)                                  If
any other Event of Default has occurred and is continuing, the Holder may at
any time at its option, by notice to the Debtor, declare all principal and
interest payable on this Note to be immediately due and payable (without
presentment, demand, protest or further notice, all of which are hereby
waived).


 


(b)                                 No
Waivers or Election of Remedies.  No failure on the part of the Holder to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy or power
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy or power.  All
remedies under this Note, by law or otherwise, afforded to the Holder shall be
cumulative and not alternative.


 


(c)                                  Expenses.  Without limiting the obligations of the
Debtor herein, the Debtor shall pay to the Holder on demand such further amount
as shall be sufficient to cover the costs and expenses of the Holder incurred
in any enforcement or collection under this Section 7, including, without
limitation, attorneys’ fees, expenses and disbursements.


 


8.                                       Miscellaneous.


 


(a)                                  Successors
and Assigns.  Subject to
the restrictions on transfer described in Section 8(c) below, the rights and
obligations of the Debtor and the Holder shall be binding upon and benefit
their respective successors, assigns and transferees.


 


(b)                                 Waiver
and Amendment.  Any term
of this Note may be amended and the observance of any term of this Note may be
waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Debtor and the Holder.


 


(c)                                  Assignment.  This Note and the rights, interests and
obligations hereunder may not be assigned, by operation of law or otherwise, in
whole or in part, by the Debtor without the prior written consent of the
Holder.  This Note and the rights, interests
and obligations hereunder, may be assigned, sold or transferred by operation of
law or otherwise, in whole or in part, by the Holder to any Affiliate
thereof.  Any attempted assignment by
the Debtor contrary to the provisions of this Section 8(c) shall be null and
void.


 


11

















 


(d)                                 Addresses
for Notices.  All
notices, requests, demands or other communications which are required or may be
given pursuant to the terms of this Note shall be in writing and shall be
deemed to have been duly given (i) on the date of delivery if personally
delivered by hand, (ii) on the third day after such notice is deposited in the
United States mail, if mailed by registered or certified mail, postage prepaid,
return receipt requested, (iii) on the date of delivery if sent by a nationally
recognized overnight express courier (with charges prepaid), (iv) by facsimile
upon written confirmation (other than the automatic confirmation that is
received from the recipient’s facsimile machine) of receipt by the recipient of
such notice (if a confirming copy is also sent by another method) or (v) by any
other method of communication mutually agreed to by the parties hereto:


 


If to the Holder:                                                            Zions
Bancorporation


One South Main
Street, Suite 1138


Salt Lake City,
Utah 84111


Attention:  John B. Hopkins


Telephone No.:
(801) 844-8587


Facsimile
No.:  (801) 524-2129


 


With a
copy, which shall not constitute notice, to:


 


Sullivan &
Cromwell LLP


1888 Century Park
East, Suite 2100


Los Angeles, California  90067


Attention: Stanley
F. Farrar


Telephone No.:
(310) 712-6600


Facsimile
No.:  (310) 712-8800


 


If to
the Debtor:


 


Quotesmith.com,
Inc.


8205 South Cass
Avenue


Darien, Illinois
60561


Attention: Bob
Bland


Telephone
No.:  (630) 515-0170 ext. 101


Facsimile
No.:   (630) 515-0276


 


With a
copy, which shall not constitute notice, to:


 


Duane Morris LLP


227 West Monroe,
Suite 3400


Chicago, Illinois
60606


Attention: David
J. Kaufman


Telephone No:
(312) 499-6741


Facsimile No:  (312) 499-6701


 


12

















 


(e)                                  Severability.  In case any provision of this Note shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


(f)                                    Governing
Law; Venue; Waiver of Jury Trial.


 


(i)                                     THIS NOTE
SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED,
CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.  The parties hereby irrevocably submit to the
jurisdiction of the courts of the State of Delaware and the federal courts of
the United States of America located in Delaware solely in respect of the
interpretation and enforcement of the provisions of this Note, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Note may not be enforced in or by such courts, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be heard and determined in such Delaware state or federal court located
in Delaware.  The parties hereby consent
to and grant any such court jurisdiction over the person and property of such
parties and over the subject matter of such dispute and agree that mailing of
process or other papers in connection with any such action or proceeding in the
manner provided in Section 8(d) or in such other manner as may be permitted by
law, shall be valid and sufficient service thereof.


 


(ii)                                  EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH
SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS NOTE, OR THE TRANSACTIONS CONTEMPLATED BY
THIS NOTE.  EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8(f).


 


(g)                                 Titles
and Subtitles.  The
titles and subtitles used in this Note are used for convenience of reference
only and are not to be considered in construing or interpreting this Note.


 


(h)                                 No Third
Party Beneficiaries. 
Nothing in this Note, expressed or implied, is intended to confer upon
any Person, other than the parties hereto or their respective successors, any
rights, remedies, obligations or liabilities under or by reason of this Note.


 


13

















 


IN WITNESS WHEREOF,
the Debtor has caused this Note to be issued as of the date first written
above.


 


 


	
   

  	
   

  	
  QUOTESMITH.COM,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert S.
  Bland

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert S. Bland

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman,
  President and Chief

  Executive Officer