AMENDED AND RESTATED PROMISSORY NOTE
$ 5,633,053.00
October 28, 2005
Oklahoma City, Oklahoma
FOR VALUE
RECEIVED, the undersigned SHUMATE MACHINE WORKS, INC., a Texas
corporation ("Machine"), and SHUMATE
INDUSTRIES INC. (formerly EXCALIBUR
INDUSTRIES, INC.), a Delaware corporation
("Industries") (Machine and Industries
are collectively referred to herein as the
"Borrowers"), jointly and severally
promise to pay to the order of STILLWATER
NATIONAL BANK AND TRUST COMPANY, and
its successors and assigns (the "Lender")
at 1500 South Utica Avenue, Tulsa,
Oklahoma 74104, or at such other place as
may be designated in writing by the
Lender, the principal sum of FIVE MILLION
SIX HUNDRED THIRTY THREE THOUSAND
FIFTY THREE DOLLARS ($5,633,053.00), or so
much thereof which is currently
outstanding together with interest hereon
at the interest rates hereinafter
stated, payable as set forth below. This
Note is an amendment, modification and
restatement of SNB Note Nos. 5195802,
5198301, 5423900, 550600, 5528400,
5732800, and 5831900 (the "Original Notes")
which Original Notes are not being
repaid or refinanced by virtue of the
issuance and acceptance of this
instrument. It is the intent of the
Borrowers and Lender that the Indebtedness
of this instrument shall be a continuance
of the Indebtedness of the Original
Notes.
Unless
otherwise defined herein, all terms defined or referenced in
that
certain Loan Agreement of even date
herewith between the Borrowers and the
Lender (the "Loan Agreement") will have the
same meanings herein as therein.
Interest
on this Note will be paid at the interest rate equal to the
Prime
Rate plus two percent (2%) per annum,
adjusted on each day on which a change in
the Prime Rate occurs (the "Interest
Rate"). "Prime Rate" means the prime rate
as published in the "Money Rates" Section
of the Wall Street Journal, which rate
is not necessarily the lowest rate of
interest charged by the Lender. All
interest hereon shall be calculated for the
actual number of days elapsed at a
per diem charge based on a year consisting
of 360 days.
Payments
on this Note will be paid monthly, commencing on November 30,
2005, with payments on the last day of each
calendar month thereafter. The first
six (6) payments will be for interest only.
Thereafter, principal and interest
payments will be payable for twenty-four
(24) months based on a one hundred
twenty (120) month amortization. The entire
unpaid principal balance of this
Note and all accrued interest hereon will
be due and payable on April 19, 2008
(the "Maturity Date").
This Note
is executed and delivered in connection with, and subject to
the
terms and conditions contained in, the Loan
Agreement. Payments hereunder may,
at the option of the Lender, be recorded on
this Note or on the books and
records of the Lender and will be prima
facie evidence of said payments and the
unpaid balance of this Note. All payments
will first be applied to the payment
of accrued interest and the balance will be
applied in reduction of the
principal balance hereof provided that no
payment will be applied to this Note
until received by the Lender in collected
funds.
<PAGE>
The Borrowers will have the right
to prepay this Note in whole or in part
at any time and from time to time without
premium or
