Exhibit
10.1
Southwest Bank
PROMISSORY NOTE
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Principal
$634,197.92
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Loan
Date
01-02-2009
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Maturity
04-01-2009
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Loan
No
12030954-10000
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Call /
Coll
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Account
00000094289
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Officer
47417
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Initials
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References in
the boxes above are for Lender’s use only and do not
limit the applicability of this document to any particular loan or
item.
Any item above
containing “***” has been omitted due to text length
limitations.
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Siboney Learning Group,
Inc.
Saint Louis, MO
63122-4042
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Southwest Bank, an M&I
Bank
St Louis Region Commercial
Lending
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Principal Amount:
$634,197.92
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Date of
Note: January 2, 2009
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PROMISE TO PAY. Siboney
Learning Group, Inc.; and Siboney Corporation
(“Borrower”) jointly and severally promise to pay to
Southwest Bank, an M&I Bank (“Lender
”
), or order, in
lawful money of the United States of America, the principal amount
of Six Hundred Thirty-four Thousand One Hundred Ninety-seven
& 92/100 Dollars ($634,197.92), together with interest on the
unpaid principal balance from January 2, 2009, until paid in
full.
PAYMENT. Subject to any
payment changes resulting from changes in the Index, Borrower will
pay this loan in 2 principal payments of $9,375.00 each and
one final principal and interest payment of $617,832.78.
Borrower’s first principal payment is due
on February 1, 2009, and all subsequent principal payments are
due on the same day of each month after that. In addition,
Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning February 1, 2009,
with all subsequent interest payments to be due on the same day of
each month after that. Borrower’s final payment
due April 1, 2009, will be for all principal and all accrued
interest not yet paid. Unless otherwise agreed or required by
applicable law, payments will be applied to Accrued
Interest, Principal, Late Charges, and Escrow. Borrower will
pay Lender at Lender’s address shown above or at such other
place as Lender may designate in writing.
VARIABLE INTEREST
RATE . The interest rate
on this Note is subject to change from time to time based on
changes in an independent index which is the one month British
Bankers Association (BBA) LIBOR and reported by a major news
service selected by Lender (such as Reuters, Bloomberg or Moneyline
Telerate). If BBA LIBOR for the one month period is not
provided or reported on the first day of a month because, for
example, it is a weekend or holiday or for another reason, the One
Month LIBOR Rate shall be established as of the preceding day on
which a BBA LIBOR rate is provided for the one month period and
reported by the selected news service (the
“Index”). The Index is not necessarily the
lowest rate charged by Lender on its loans. If the Index
becomes unavailable during the term of this loan, Lender may
designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index
rate upon Borrower’s request. The interest rate
change will not occur more often than each first day of each
calendar month and will become effective without notice to the
Borrower. Borrower understands that Lender may make
loans based on other rates as well. The Index
currently is 0.436% per annum. The interest rate to
be applied to the unpaid principal balance of this Note will be
calculated as described in the “INTEREST CALCULATION
METHOD” paragraph using a rate of 3.500 percentage points
over the Index, adjusted if necessary for any minimum and maximum
rate limitations described below, resulting in an initial rate of
4.500% per annum based on a year of 360
days. NOTICE: Under no circumstances
will the interest rate on this Note be less than 4.500% per annum
or more than the maximum rate allowed by applicable law.
INTEREST CALCULATION
METHOD. Interest on this Note is computed on a 365/360
basis; that is, by applying the ratio of the interest rate over a
year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding. All Interest payable under this Note is
computed using this method.
PREPAYMENT
. Borrower may pay
without penalty all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower’s obligation to
continue to make payments under the payment schedule. Rather, early
payments will reduce the principal balance due and may result in
Borrower’s making fewer payments. Borrower agrees not to send
Lender payments marked “paid in full”, “without
recourse”, or similar language. If Borrower sends such a
payment, Lender may accept it without losing any of Lender’s
rights under this Note, and Borrower will remain obligated to pay
any further amount owed to Lender. Any written communications
concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes
“payment in full” of the amount owed or that is
tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to:
Southwest Bank, an M&I Bank; St Louis Region Commercial
Lending; 13205 Manchester Road; Des Peres, MO 63131.
LATE CHARGE
. If a payment is
more than 10 days late, Borrower will be charged 5.000% of the
unpaid portion of the regularly scheduled payment .
INTEREST AFTER
DEFAULT . Upon default, including
failure to pay upon final maturity, the interest rate on this Note
shall be increased by adding a 3.000 percentage point margin
( “ Default Rate Margin
” ). The Default Rate Margin
shall also apply to each succeeding interest rate change that would
have applied had there been no default. However, in no event will
the interest rate exceed the maximum interest rate limitations
under applicable law.
DEFAULT
. Each of the
following shall constitute an event of default (“Event of
Default”) under this Note:
Payment Default
. Borrower fails
to make any payment when due under this Note.
Other Defaults
. Borrower fails
to comply with or to perform any other term, obligation, covenant
or condition contained in this Note or in any of the related
documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between
Lender and Borrower.
Default in Favor of Third
Parties . Borrower or any Grantor
defaults under any loan, extension of credit, security agreement,
purchase or
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