Exhibit
10.1
PROMISSORY NOTE
Term Note
March 25, 2009
This Promissory Note
(Term Note) replaces and supersedes the Promissory Note dated
August 13, 2001, as amended by Amendment to Promissory Note, dated
November 8, 2002, and all subsequent amendments
thereto.
1.
Promise to
Pay .
For value received, the undersigned (“Borrower”)
promises to pay to Greenleaf Capital, Inc. (“Lender”),
100 West Michigan, Suite 300, Kalamazoo, Michigan 49007, the
principal amount of Eight Million Nine Hundred and Ten Thousand
Five Hundred and Twenty-Eight and 11/100 Dollars
($8,910,528.11)(which is the balance as of March 12, 2009) and
interest computed on the basis of a 360-day year for the actual
number of days elapsed on the unpaid principal balance at a per
annum rate equal to the Prime Rate published from time to time in
the Wall Street Journal, plus 2.25%.
2.
Installment
Payments. The principal of and interest
on this note shall be paid in monthly installments in the amount of
One Hundred and Ninety-Five Thousand and 00/100 Dollars
($195,000.00) beginning April 12, 2009, and on the 12th day of each
succeeding month until March 31, 2010, at which time the remaining
balance or principal and interest shall be paid in full.
3.
Expenses
. Borrower shall
reimburse Lender for all reasonable out-of-pocket expenses that
Lender incurs in connection with making the loan evidenced by this
note and any renewals, extensions, or modifications and with taking
any security for it, including without limitation filing and
recording fees, attorney fees, and expenses, and costs of credit
reports, surveys, appraisals, title work, and mortgagee’s
title insurance.
4.
Prepayments . Borrower may prepay all or
part of the principal of this note at any time. Any partial
prepayment will be applied to the installment or installments last
falling due under this note, and a partial prepayment shall not
affect the amount or time of payment of succeeding required
installments.
5.
Security
. This note and
all obligations of Borrower under it are secured by a certain
Security Agreement dated March 25, 2009 given by Borrower to Lender
and all security agreements, guaranties, mortgages, pledge
agreements, assignments, and all other agreements and instruments
that have been or in the future are given by any Borrower or any
third party to Lender (“security document(s)”)
including, but not limited to, security documents given in
connection with or referred to in any prior promissory notes given
to Lender by any Borrower and security documents that secure any
present or future guaranty of all or part of the indebtedness
evidenced by this note. Lender shall have all of the rights
and powers set forth in the security document(s) and in any other
written agreements that have been or in the future are given to
Lender by Borrower, as though they were fully set forth in this
note. As additional security for the payment of
Borrower’s obligations under this note, Borrower grants to
Lender a security interest in all tangible and intangible property
of Borrower now or in the future in the possession of
Lender.
6.
Default and
Acceleration . Each of the following shall
be an event of default under this note:
a.
a default in the payment
of any installment of principal or interest under this note or of
any late charge or out-of-pocket expense that Borrower at any time
owes to the holder of this note or in the payment of any other
indebtedness or obligation that Borrower now or in the future owes
to the holder, as and when it shall be or become due and
payable;
b.
a default in the
performance of any other obligation to Lender under this note, or
any security document, or any other agreement that has been or in
the future is entered into between Borrower and Lender;
c.
any warranty or
representation made to Lender by Borrower or by any Guarantor of
all or part of the indebtedness evidenced by this note
(“Guarantor”), in any security document or in any
financial statement or other document given to Lender, was false in
any material respect;
d.
Borrower or any
Guarantor or any of Borrow
