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 Mortgage
and