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EXHIBIT 10.3
REVOLVING
NOTE
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Chicago, Illinois
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September 4, 2009
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FOR VALUE RECEIVED, The Wood Energy Group, Inc.,
a Missouri corporation (“Maker”), promises to pay to
the order of Fifth Third Bank, a Michigan banking corporation
(“Bank”), at its offices at 222 South Riverside Plaza,
32 nd
Floor, Chicago, Illinois 60606 or at
such other place as the holder of this Note may designate in
writing to the Maker, on or before September 3, 2010, the principal
sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), or,
if less, the aggregate amount of Revolving Loans with respect to
the Working Capital Facility advanced and unpaid pursuant to that
certain Loan and Security Agreement dated as of even date herewith
made by and between the Maker and the Bank, as the same may be
amended from time to time (the “Loan Agreement”), the
terms of which are incorporated by reference and made a part of
this Note as though fully set out herein. Capitalized
terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Loan Agreement. The amount
advanced and outstanding under the Loan Agreement as shown on the
books and records of the Bank shall be considered correct and
conclusively binding on the Maker absent manifest error.
The Maker further promises to pay interest on
the Revolving Loans as provided in the Loan
Agreement. All payments received from the Maker
hereunder shall be applied by the Bank in accordance with the terms
of the Loan Agreement.
This Note and any renewals and extensions
hereof, and any other Obligations of the undersigned to the Holder
hereof (the term “Holder” shall include the Bank and
any subsequent holder hereof) due or to become due, now existing or
hereafter contracted, and howsoever acquired by the Holder, are
secured in the manner described in the Loan Agreement.
This Note is issued under the Loan Agreement and
this Note and the Holder are entitled to all of the benefits
provided for by the Loan Agreement or referred to therein, to which
Loan Agreement reference is made for a stat
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