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TERM EQUIPMENT PROMISSORY NOTE
$480,000.00 December 21, 2004
FOR VALUE RECEIVED, the undersigned debtor (hereinafter referred
to as
the "Debtor"), promises to pay to the order of GOLD BANK
(herein,
together with its successors and assigns who become holders of
this
Note, called "Secured Party") at 800 West 47th Street, Kansas
City,
Missouri 64112, or at such other place as may be designated in
writing
by Secured Party from time to time, the maximum principal sum of
up to
Four Hundred Eighty Thousand and No/100 Dollars ($480,000.00),
payable
as to principal plus interest in sixty equal calendar
monthly
installments until fully paid. Interest on the unpaid principal
balance
of this Note will be payable monthly in arrears. Each monthly
payment
of principal plus interest shall be paid on the first (1st) day
of each
month beginning April 1, 2005 and ending on March 1, 2010 when
all
outstanding principal plus interest is due (the "Maturity
Date");
provided, however, that the entire unpaid principal balance of
this Note
plus accrued and unpaid interest thereon shall be due and
payable prior
to the Maturity Date upon the happening of certain events as set
forth
herein, in the Security Agreement of even date herewith between
Debtor
and Secured Party (as amended from time to time, the
"Security
Agreement") and in the Loan Documents as defined below. All
interest
payments made hereunder shall be calculated based on the five
year
United States Treasury Rate as of the date first written above
plus 275
basis points ("Interest Rate"). All principal plus interest
payments
due hereunder are to be made together with any additional
payments
provided for in the Security Agreement and that certain Term
Real Estate
Promissory Note ("Real Estate Note") and One Hundred Eighty
Day
Redemption Mortgage and Security Agreement executed by Debtor
for the
benefit of Secured Party of even date herewith ("Mortgage"),
the
Environmental Indemnity Agreement executed by Debtor in favor of
Secured
Party of even date herewith ("Environmental Agreement")
(collectively,
this Note, the Real Estate Note, the Security Agreement, the
Mortgage,
the Environmental Agreement and any other documents executed
in
connection therewith shall be referred to herein as the
"Loan
Documents").
This Note is secured by the collateral as set forth in the
Security
Agreement, related UCC-1 financing statements and is cross-
collateralized against the real estate and other collateral as
set forth
in the Mortgage ("Real Estate"), the other Loan Documents and
any other
collateral now or hereafter given by the Debtor to Secured Party
to
secure the Indebtedness ("Collateral"). In addition, this Note
is
cross-defaulted and co-terminus with any and all other loans now
or
hereafter existing by and between Debtor, Debtor's subsidiaries
or
affiliates and Secured Party. The cancellation or surrender of
this
Note, upon payment or otherwise, shall not affect any right
Secured
Party has to retain the Collateral, the Mortgage or any other
collateral
for any other Indebtedness of Debtor to Secured Party. All of
the items
described in such documents constitute security for this Note,
whether
filed of record or otherwise, and reference is made to the same
for a
further description of the rights of Secured Party
thereunder.
Debtor shall have the right to prepay this Note in whole or in
part at
any time; provided, however, if a third party (i.e., not Debtor
or a
subsidiary thereof) prepays this Note in whole or in part prior
to the
Maturity Date, Debtor shall pay Secured Party (in addition to
the
outstanding principal and interest payments due Secured Party
under the
Loan Documents) a prepayment penalty of 1% calculated on the
outstanding
principal and interest balance of this Promissory Note and the
Real
Estate Note at the time the prepayment is made. All prepayments
shall
be credited first to amounts owing by Debtor to Secured Party
other than
principal and interest, second to interest, and third to the
principal
balance.
Upon the occurrence of any of the following events:
1. Failure to pay when due any principal or interest or other
amount
due on this Note or the Real Estate Note or any costs, fees,
reimbursable expenses or other amounts payable by Debtor under
any of
the Loan Documents that is not cured within any applicable cure
period
in the Loan Documents; or
2. If for any reason Debtor dissolves, terminates or otherwise
ceases
to exist or is not extended beyond the term of this Note, the
Real
Estate Note or the Loan Documents; or
3. The occurrence of any other Event of Default under this Note
or the
Loan Documents which is not cured within any applicable cure
period (if
any) contained in this Note or the Loan Documents; then Secured
Party
may, at Secured Party's option: (I) have all principal,
interest, fees,
charges, expenses and other costs outstanding or owing hereunder
bear
interest at the Interest Rate plus two percent (2%) ("Default
Interest
Rate") for so long as said Event of Default shall continue; and
(ii)
declare all sums outstanding or owing hereunder, in the Real
Estate Note
and in the other Loan documents, including principal, interest,
fees,
charges, expenses and other costs to be immediately due and
payable
without presentment, demand or notice of any kind, all of which
are
hereby expressly waived by Debtor.
To induce Secured Party to enter into the Loan Documents, and to
advance
to Debtor as herein provided, Debtor represents and warrants
and, so
long as any indebtedness and Obligations (as defined in the
Security
Agreement and other Loan Documents) remains unpaid or the Loan
Documents
remain in effect, Debtor shall be deemed continuously to rep
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