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 repr
