EXHIBIT 10.4
CAPEX NOTE
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Chicago, Illinois
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September 4, 2009
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FOR VALUE RECEIVED, The Wood Energy Group, Inc.,
a Missouri corporation (“Maker”), promises to pay to
the order of Fifth Third Bank, a Michigan banking corporation
(“Bank”), at its offices at 222 South Riverside Plaza,
32 nd
Floor, Chicago, Illinois 60606 or at
such other place as the holder of this Note may designate in
writing to the Maker, on or before September 3, 2010, the principal
sum of One Million Five Hundred Thousand and 00/100 Dollars
($1,500,000.00), or, if less, the aggregate amount of Capex Loans
with respect to the Capex Facility advanced and unpaid pursuant to
that certain Loan and Security Agreement dated as of even date
herewith made by and between the Maker and the Bank, as the same
may be amended from time to time (the “Loan
Agreement”), the terms of which are incorporated by reference
and made a part of this Note as though fully set out
herein. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan
Agreement. The amount advanced and outstanding under the
Loan Agreement as shown on the books and records of the Bank shall
be considered correct and conclusively binding on the Maker absent
manifest error.
The Maker further promises to pay interest on
the Capex Loans as provided in the Loan Agreement. All
payments received from the Maker hereunder shall be applied by the
Bank in accordance with the terms of the Loan
Agreement. Principal amounts repaid on the Capex Loans
may not be borrowed again.
This Note and any renewals and extensions
hereof, and any other Obligations of the undersigned to the Holder
hereof (the term “Holder” shall include the Bank and
any subsequent holder hereof) due or to become due, now existing or
hereafter contracted, and howsoever acquired by the Holder, are
secured in the manner described in the Loan Agreement.
This Note is issued under the Loan Agreement and
this Note and the Holder are entitled to all of the benefits
provided for by the Loan Agreement or referred to therein, to which
Loan A
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