Exhibit
4.2
PROMISSORY NOTE
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$3,250,000.00
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Grand Forks, North Dakota
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October 1, 2008
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1. FOR VALUE
RECEIVED, the undersigned, HEARTLAND, INC. , a Maryland
corporation (“Borrower”) whose address is 1005 North
19th Street, Middlesboro, Kentucky 40965, promises to pay to the
order of CHOICE FINANCIAL GROUP , a North Dakota state bank
(“Lender”) whose address is 1697 South 42
nd Street, Grand Forks, North Dakota 58201, the
principal sum of Three Million Two Hundred Fifty Thousand and
00/100 Dollars ($3,250,000.00), in lawful money of the United
States of America, together with interest on the unpaid principal
balance at the rate of interest hereinafter specified in
installments as follows:
(i) Commencing
on ___________, 2008, and continuing on the ____ day of each month
thereafter, Borrower shall pay a monthly installment of accrued
interest and principal; and
(ii) On
_____________, 2011 (“Maturity Date”), the entire
remaining principal balance together with any unpaid accrued
interest shall be due and payable.
2. The interest due
hereunder on the outstanding principal amount shall accrue at a
fixed rate equal to Seven and Three Quarters Percent
(7.75%). Interest shall be calculated on the balance
outstanding at the end of each day and on the basis of a three
hundred sixty (360) day year, but shall accrue and be payable on
the actual number of days in the month. Payment of the
unpaid principal balance of this Note shall be amortized over a 15
year period.
3. All payments shall
be applied first to the costs of collection of this Note (including
attorneys’ fees), then to late fees due hereunder, if any,
then to interest and then to principal, except that if any advance
made by Lender for expenses which are the responsibility of
Borrower is not promptly repaid to Lender, any monies received, at
the option of Lender, may first be applied to repay such advances,
plus interest thereon, at the rates provided herein.
4. All payments
shall be made at the office of Lender set forth above, or at such
other place as Lender hereof may from time to time designate in
writing.
5. This Note is
secured.
6. It is hereby
expressly agreed that should (a) default be made in the payment of
any principal, interest or other sums when due hereunder and such
default continues for ten (10) days after written notice thereof to
Borrower; or (b) a non-monetary default shall occur under the terms
of any other documents executed in connection with this Note
(collectively, the “Loan Documents”) each dated of even
date herewith and such non-monetary default shall continue for a
period of fifteen (15) days after notice of such non-monetary
default is given to Borrower by Lender or for such longer period of
time as is required to cure the default if the same cannot
reasonably be cured within said 15 day period and Borrower is using
all reasonable efforts to cure the same but in no event more than
45 days, then (i) the whole sum of principal, accrued interest and
other sums outstanding hereunder shall, at the option of Lender
hereof, be fully accelerated and become immediately due and
payable, anything contained herein or in any instrument now or
hereafter securing this Note to the contrary notwithstanding, time
being of the essence hereof and (ii) the interest rate on this Note
shall increase an additional five percent (5%) per annum in excess
of the interest rate in effect at said time (“Default
Rate”). Said acceleration option and Default Rate
shall continue until all such defaults have been
cured. In the event of such acceleration, the term
“Maturity Date” shall be deemed to mean the date on
which this Note is due and payable as a result of such
acceleration.
7. If any payment of
principal, interest or other sum due to Lender in connection with
this Note or the other Loan Documents is not paid when due,
Borrower agrees to pay a late charge equal to five percent (5%) of
the amount of each such amount to defray the costs of Lender
incident to collecting such late payment. This provision
shall not be deemed to excuse a late payment or be deemed a waiver
of any other rights Lender may have, including the right to declare
the entire unpaid principal and interest immediately due and
payable.
8. The principal
balance of this Note may be prepaid at any