EXHIBIT 10.3
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GREYSTONE MANUFACTURING, L.L.C.
TERM NOTE
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$5,500,000.00
Tulsa, Oklahoma
Effective March 4, 2005
FOR VALUE RECEIVED, the undersigned, GREYSTONE MANUFACTURING,
L.L.C., an Oklahoma limited liability
company ("Borrower"), promises to pay to
the order of THE F&M BANK & TRUST
COMPANY ("Bank"), the principal sum of FIVE
MILLION FIVE HUNDRED THOUSAND DOLLARS
($5,500,000.00), together with interest on
the unpaid balance from the date of the
execution of this Note at the Floating
Interest Rate as defined in a loan
agreement of equal date ("Loan Agreement")
between the Bank and Borrower at all times.
The rate of interest payable shall
float daily and shall be adjusted daily
based on the Prime Lending Rate of
Interest; provided, however, that the rate
of interest payable upon the
indebtedness evidenced by this Note shall
not at any time exceed the maximum
rate of interest permitted under the laws
of the State of Oklahoma for loans of
the type and character evidenced by this
Note. Interest shall be paid on the
actual number of days elapsed over a
360-day calendar year.
The actual principal amount due from Borrower to the Bank at any
one
time on account of the Note for which
interest will accrue will be the sum of
all advances made on account hereof, less
all principal payments actually
received by Bank in collected funds. The
principal sum and the interest hereon
will be paid in installments at the
principal office of the Bank in Tulsa,
Oklahoma, or at such other place as it may
designate in writing, not later than
2:00 p.m., on the due dates thereof,
according to the following schedule:
(i)
On April 15, 2005, and on the same day of each month
thereafter until Final Payment, Borrower shall pay to
Bank the Monthly Payment Amount of principal and
interest described and defined below; and
(ii) On or
about the March 15, 2008 (the "Final Payment"),
Borrower shall pay the Final Payment of all accrued and
unpaid interest and the remaining principal balance of
the Note as well as all other sums due under the terms
of the Loan Agreement.
MONTHLY PAYMENT AMOUNT. The Monthly Payment amount due as
described
above shall be an amount calculated based
upon a full fifteen year amortization
(the "Amortization Period") of the
outstanding principal balance of the Note at
the then Floating Interest Rate, and such
monthly payment amount shall be
recalculated on a quarterly basis, with any
outstanding principal and all
accrued and unpaid interest to be due and
payable in full on the Final Payment
Date. Such recalculation of the monthly
payment amount shall be based upon the
then existing outstanding principal balance
of this Note at the time of such
recalculation based upon the remaining
portion of the fifteen year Amortization
Period from the date of the Note at the
then
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Floating Interest Rate. Notwithstanding the
fixed monthly payments due and
payable (adjusted quarterly during each
year of the term of the Note) principal
sums due and outstanding shall continue to
bear interest at all times at the
Floating Interest Rate and shall change on
each day in which the Floating
Interest Rate changes. In the event the
actual amount applied to principal in
any quarter is less than the amount that
would have been applied to principal
under the full fifteen year amortization
(less the months that have elapsed
since the date of the Note), then Bank
shall include such amount in the
re-calculation on the monthly payment at
the end of the quarter. Sums paid in
excess of the amount sufficient to cause
the loan to be amortized on a full
Amortization Period basis shall be applied
to reduce principal sums outstanding.
If any payment of interest or principal due hereunder or any
interest or principal on any other
indebtedness of the Borrower or any party
primarily or secondarily liable hereunder
is not paid when due, or if any
default occurs under any of the loan
documents between any party primarily or
secondarily liable on this Note, or if any
party primarily or secondarily liable
hereunder shall make an assignment for the
benefit of the creditors, or if an
attachment or garnishment proceeding in
excess of $300,000.00 not covered by
insurance against the Borrower shall be
commenced, or if any judgment in excess
of $300,000.00 not covered by insurance be
rendered against the Borrower, or if
a receiver be appointed over any of the
property of Borrower or if any
proceeding in bankruptcy be instituted by
or against any party primarily or
secondarily liable under this Note, the
Bank may, at its option, without notice
or demand, declare this Note in default and
all indebtedness hereunder
immediately due and payable. All sums
applied to the Note in excess of then due
installment of interest or principal
whether by pre-payment, acceleration or
otherwise, will be applied first to reduce
the costs incurred under the security
documents, then to accrued but unpaid
interest, then to installments of
principal then due but unpaid and finally,
to the installments of principal last
maturing in inverse order. In the event of
a default, the entire unpaid balance
shall be immediately due and payable,
together with interest from the date of
default on such principal balance at the
rate of six percent (6%) per annum
above the Prime Lending Rate of Interest as
defined in the Loan Agreement.
All agreements between the Borrower and the Bank are expressly
limited so that in no event whatsoever,
whether by reason of disbursement of the
proceeds hereof or otherwise, shall the
amount of interest or finance charge (as
defined by the laws of the State of
Oklahoma) paid or
