EXHIBIT 10.21
PROMISSORY NOTE ISSUED TO ROBERT W.
DUNLAP
DATED MAY 16, 2008
Promissory Note
May 16, 2008
FOR VALUE
RECEIVED, Park-Premier Mining Company, a Utah Corporation
(“Borrower”), promises to pay to the order of Robert W.
Dunlap, or his assigns (“Lender”), at 32391 Horseshoe
Drive, Evergreen, Colorado 80439, or at such other place as the
holder or holders hereof may from time to time designate in
writing, in lawful money of the United States of
America, the principal sum of Fifty Thousand and no/100
Dollars ($50,000.00) (“Principal Balance”), together
with interest on the Principal Balance outstanding from time to
time from the date of this Note, to and including the Maturity
Date, at the rate hereinafter specified, on the unpaid Principal
Balance outstanding from time to time as disbursed in accordance
with the terms and conditions of a Loan Agreement dated
January 11, 2007 between Borrower and Lender
(the “Loan Agreement”).
1. Interest
Rate . The Principal Balance shall bear interest at
the rate of twelve percent (12%) per annum (the “Applicable
Interest Rate”).
2. Payment
. The outstanding Principal Balance and all unpaid,
accrued interest thereon, shall be due and payable on demand. If
not sooner paid, the entire Principal Balance, and all unpaid,
accrued interest thereon, shall be due and payable in full on
demand by Lender (“Maturity Date”). Unless
otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest, then to principal, and
any remaining amount to any unpaid collection costs. The annual
interest rate for this Note is computed on a 365/360 basis; that
is, by applying the ratio of the annual 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. Borrower will pay Lender at Lender’s address
shown above or at such other place as Lender may designate in
writing.
3. Late
Payments . If any payment of the Principal Balance
or interest on this Note or other sum due hereunder or under the
Other Loan Documents (defined below) is not paid within fifteen
(15) days of when due, the Applicable Interest Rate shall increase
to the greater of: (a) six percent (6%) in excess of the
“prime rate” announced in the Western Edition of the
Wall Street Journal under “Money Rates,” as it may
change from time to time, and (b) the then Applicable Interest Rate
(the “Default Rate”).
4. Pre Payment
. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by
law. Except for the foregoing, 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 as required in this Promissory Note. Rather, early
payments will reduce the Principal Balance due. 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.
5. Interest after
Default. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable
law, increase the Applicable Interest Rate on this Note to the
Default Rate. The Default Rate will not exceed the
maximum rate permitted by applicable
law. Notwithstanding any provision contained herein to
the contrary, or in any instrument securing or referring to this
Note, the total liability of the Borrower for payments in the
nature of interest hereunder or thereunder shall not exceed
interest at the maximum rate permitted by the laws of the State of
Utah, if any, and any amount paid as interest in excess of said
maximum rate shall not be deemed to be a payment of interest, but
shall be applied to the reduction of the Principal Balance owing
hereunder or, at Lender’s option, be refunded to the
Borrower.
6. Security
. This Note may at Lender’s option be secured by a
first Deed of Trust and Security Agreement (herein called the First
Deed of Trust) encumbering certain real property identified in the
First Deed of Trust. This Note may also at
Lender’s option be secured by the following instruments,
together with all other documents (collectively referred to herein
as the Other Loan Documents): Assignment of Leases and Rents,
Security Agreement, UCC-1 Financing Statement,
Environmental Indemnity Agreement, Loan Agreement,
Collateral Assignment of Agreements, Licenses and Permits, and any
other collateral documents deemed necessary or advisable by Lender
in his sole discretion, each in form satisfactory to Lender, duly
executed by Borrower.
7. Default .
Each of the following shall constitute an event of
default (Event of Default) under this Note:
a. Payment
Default . Borrower fails to make any payment when
due under this Note.
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