Exhibit
10.4
PROMISSORY NOTE
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$1,625,000
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Middleboro, Kentucky
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October 1, 2008
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Heartland,
Inc., a Maryland corporation (the "Maker"), for value received,
hereby promises to pay to Gary Lee LP, (the "Holder"), the
principal sum of One Million Six Hundred Twenty Five
Thousand ($1,625,000) (the “Principal”) Dollars in such
coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private
debts. Beginning on November 1, 2008, and continuing on
the 1st day of each month thereafter until paid in full, a monthly
installment of $13,709.22 shall be due and payable, which shall be
applied first to all accrued but unpaid interest on this Note, and
the remainder will be applied to the outstanding principal amount
then due Maker further promises to pay interest on the
unpaid principal balance hereof at the rate of eight percent (8%)
per annum, principal and interest on the outstanding balance to be
paid annually. Interest shall be calculated on the basis
of a 360 day year and actual days elapsed. In no event
shall the interest charged hereunder exceed the maximum permitted
under the laws of the State of Kentucky.
This Note can
be prepaid in whole or in part at any time without the consent of
the Holder provided that Maker shall pay all accrued interest on
the principal so prepaid to date of such prepayment.
The entire
unpaid principal balance of this Note and interest accrued with
respect thereto shall be immediately due and payable upon the
occurrence of any of the following (each, an "Event of
Default"):
a. Application for, or consent to,
the appointment of a receiver, trustee or liquidator for Maker or
of its property;
b. Admission in writing of the
Maker's inability to pay its debts as they mature;
c. General assignment by the Maker
for the benefit of creditors;
d. Filing by the Maker of a voluntary
petition in bankruptcy or a petition or an answer seeking
reorganization, or an arrangement with creditors;
e. Entering against the Maker of a
court order approving a petition filed against it under the federal
bankruptcy laws, which order shall not have been vacated or set
aside or otherwise terminated within 60 days; or
f. Default in the payment of
the principal or accrued interest on this Note, when and as the
same shall become due and payable, whether by accelerati
