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TERM REAL ESTATE PROMISSORY NOTE
$984,000.00 December 21, 2004
FOR VALUE RECEIVED, the undersigned borrower (hereinafter
referred to
as the "Borrower"), promises to pay to the order of GOLD BANK
(herein,
together with its successors and assigns who become holders of
this
Note, referred to as the "Lender") at 800 West 47th Street,
Kansas
City, Missouri 64112, or at such other place as may be
designated in
writing by Lender from time to time, the maximum principal sum
of up
to Nine Hundred Eighty-Four Thousand and No/100 Dollars
($984,000.00)
provided the principal sum shall not exceed the lesser of 80% of
the
completed appraisal cost or actual purchase price cost and cost
of
planned addition of the Mortgaged Property as defined in the
Real
Estate Mortgage defined below, payable as to interest only
through
July 31, 2005, and payable thereafter as to principal plus
interest in
fifty-four (54) equal calendar monthly installments of $4,100
based on
a two hundred forty (240) month amortization schedule with the
entire
remaining principal plus all accrued interest due and payable
on
December 31, 2009 (the "Maturity Date"). Interest on the
unpaid
principal balance of this Note will be payable monthly in
arrears.
Each monthly payment of interest only or principal and interest
shall
be paid on the first (1st) day of each month beginning January
1, 2005
and ending December 1, 2009; 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 Real
Estate
Mortgage of even date herewith between Borrower and Lender (as
amended
from time to time, the "Real Estate Mortgage") 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 and interest payments due hereunder are to
be
made together with any additional payments provided for in the
Real
Estate Mortgage and in that certain Term Equipment Promissory
Note
("Equipment Note") and Security Agreement executed by Borrower
for the
benefit of Lender of even date herewith ("Security
Agreement")
(collectively, this Note, the Equipment Note, the Mortgage,
the
Security 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 Real
Estate
Mortgage and is cross-collateralized against the equipment and
other
collateral as set forth in the Security Agreement, the other
Loan
Documents and any other collateral now or hereafter given by
the
Borrower to Lender 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 Lender has to retain the Collateral,
the
Mortgage or any other collateral for any other Indebtedness
of
Borrower to Lender. 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 Lender thereunder.
Borrower 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
Borrower
or a subsidiary thereof) prepays this Note in whole or in part
prior
to the Maturity Date, Borrower shall pay Lender (in addition to
the
outstanding principal and interest payments due Lender under the
Loan
Documents) a prepayment penalty of 1% calculated on the
outstanding
principal and interest balance of this Promissory Note and
the
Equipment Note at the time the prepayment is made. All
prepayments
shall be credited first to amounts owing by Borrower to Lender
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 Equipment Note or any costs, fees,
reimbursable expenses or other amounts payable by Borrower 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 Borrower dissolves, terminates or
otherwise
ceases to exist or is not extended beyond the term of this Note,
the
Equipment 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
Lender may, at Lender'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
Equipment 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 Borrower.
To induce Lender to enter into the Loan Documents, and to
advance to
Borrower as herein provided, Borrower represents and warrants
and, so
long as any indebtedness and Obligations (as defined in the
Mortg
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