Common use of Arbitration and Waiver of Jury Trial Clause in Contracts

Arbitration and Waiver of Jury Trial. This section concerns the resolution of any controversies or claims between Borrower or Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Note (including any renewals, extensions or modifications), or (ii) any document related to this Note (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Note. At the request of Borrower or Lender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this Note provides that it is governed by the law of a specified state. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. The arbitration shall be administered by JAMS and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. This section does not limit the right of Borrower or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.

Arbitration and Waiver of Jury Trial. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower or and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to to: (i) this Note Agreement (including any renewals, extensions or modifications), ; or (ii) any document related to this Note Agreement; (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Note. (b) At the request of the Borrower or the Lender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. U. S. Code) (the "Act"). The Act will apply even though this Note Agreement provides that it is governed by the law of a specified state. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted, unless otherwise required by law, conducted in any U.S. U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe Commonwealth of Virginia. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) 90 days of the demand for arbitration and close within ninety (90) 90 days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. (f) This section paragraph does not limit the right of the Borrower or Lenderthe Lender to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (g) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreementAgreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.8.16

Arbitration and Waiver of Jury Trial. This section concerns BORROWER and LENDER agree that the resolution of any controversies or claims between Borrower or Lendertransactions contemplated by, whether arising in contractand occurring under, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Note (including any renewals, extensions or modifications), or (ii) any document related to this Note (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Note. At the request of Borrower or Lender, any Claim shall be resolved by binding arbitration in accordance with Agreement involve “commerce” under the Federal Arbitration Act (Title 9”FAA”)( §U.S.C. §§1 et. seq.). Any and all disputes, U.S. Codecontroversies or claims (collectively, “claims” or “claim”), whether preexisting, present or future, between the BORROWER and LENDER, or between BORROWER and any of LENDER’s officers, directors, employees, agents, affiliates, or shareholders, arising out of or related to this Agreement (save and except the LENDER’s right to enforce the BORROWER’s payment obligations in the event of default, by judicial or other process, including self-help repossession) shall be decided by binding arbitration under the FAA. Any and all claims subject to arbitration hereunder, asserted by any party, will be resolved by an arbitration proceeding which shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (the "Act"“Arbitration Rules”), as presently published and existing. The Act will apply even though this Note provides However, in the event that it is governed BORROWER initiates arbitration, BORROWER shall pay the first $125.00 of the filing fee required by the law of a specified state. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS")Rules, and LENDER will pay the terms remaining amount of this sectionsuch fee, as well as any required deposit. In the event LENDER initiates arbitration, LENDER shall pay the entire amount of the filing fee and any inconsistency, the terms of this section shall controlrequired deposit. The arbitration shall parties agree to be administered bound by JAMS and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award decision of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning issue as to whether this Agreement is subject to arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s)arbitrator. The arbitrator(s) shall have This agreement to arbitrate will survive the power to award legal fees pursuant to the terms termination of this agreement. This section does not limit the right of Borrower or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changesAgreement.

Arbitration and Waiver of Jury Trial. This section concerns the resolution of any controversies or claims between Borrower or Lenderthe parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Note Agreement (including any renewals, extensions or modifications), or (ii) any document related to this Note Agreement (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate Affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Noteagreement. At the request of Borrower or Lenderany party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this Note Agreement provides that it is governed by the law of a specified state. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. The arbitration shall be administered by JAMS and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. This section does not limit the right of Borrower or Lenderany party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.

Arbitration and Waiver of Jury Trial. (a) This section paragraph concerns the resolution of any controversies or claims between Borrower or Lenderthe parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to to: (i) this Note agreement (including any renewals, extensions or modifications), ; or (ii) any document related to this Note agreement (collectively a "“Claim"”). For the purposes of this arbitration provision only, the term "“parties" ” shall include any parent corporation, subsidiary or affiliate of Lender the Bank involved in the servicing, management or administration of any obligation described or evidenced by this Noteagreement. (b) At the request of Borrower or Lenderany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. U. S. Code) (the "“Act"”). The Act will apply even though this Note agreement provides that it is governed by the law of a specified state. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("“JAMS"”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. (d) The arbitration shall be administered by JAMS and conducted, unless otherwise required by law, in any U.S. U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in paragraph 11.2. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) 90 days of the demand for arbitration and close within ninety (90) 90 days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. This section does not limit the right of Borrower or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.

Arbitration and Waiver of Jury Trial. (a) This section concerns the resolution of any controversies or claims between Borrower or Lenderthe parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to to: (i) this Note agreement (including any renewals, extensions or modifications), ; or (ii) any document related to this Note agreement (collectively a "“Claim"”). For the purposes of this arbitration provision only, the term "“parties" ” shall include any parent corporation, subsidiary or affiliate of the Lender involved in the servicing, management or administration of any obligation described or evidenced by this Noteagreement. (b) At the request of Borrower or Lenderany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "“Act"”). The Act will apply even though this Note agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Lender may designate another arbitration organization with similar procedures to serve as the provider of arbitration. (d) The arbitration shall be administered by JAMS AAA and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. This section does not limit the right of Borrower or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.

Arbitration and Waiver of Jury Trial. This section Section 7.12 concerns the resolution of any controversies or claims between Borrower or the Company and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to to: (i) this Note Loan Agreement (including any renewals, extensions or modifications), ; or (ii) any document related to this Note Loan Agreement; (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Note. At the request of Borrower the Company or the Lender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. U. S. Code) (the "Act"). The Act will apply even though this Note Loan Agreement provides that it is governed by the law of a specified state. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section Section shall control. The arbitration shall be administered by JAMS J.A.M.S. and conductedconducted in West Palm Beach, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in TexasFlorida. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) 90 days of the demand for arbitration and close within ninety (90) 90 days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementLoan Agreement. This section paragraph does not limit the right of Borrower the Company or Lenderthe Lender to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement Loan Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreementLoan Agreement. Borrower represents No provision in this Loan Agreement or in the other Related Documents regarding submission to Lender that jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the proceeds provisions of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 or in any other Related Document for arbitration of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index controversy or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changesclaim.

Arbitration and Waiver of Jury Trial. This section paragraph concerns the resolution of any controversies or claims between Borrower or Lenderthe parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to to: (i) this Note agreement (including any renewals, extensions or modifications), ; or (ii) any document related to this Note agreement (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender the Bank involved in the servicing, management or administration of any obligation described or evidenced by this Noteagreement. (b) At the request of Borrower or Lenderany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this Note agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMSAAA"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. (d) The arbitration shall be administered by JAMS AAA and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. (f) This section paragraph does not limit the right of Borrower or Lenderany party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. (g) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration(H) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIM_ BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.

Arbitration and Waiver of Jury Trial. This section concerns the resolution of any controversies or claims between Borrower or Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Note (including any renewals, extensions or modifications), or (ii) any document related to this Note (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Note. At the request of Borrower or Lender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this Note provides that it is governed by the law of a specified state. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. The arbitration shall be administered by JAMS and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. This section does not limit the right of Borrower or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 B Form of Term Note PROMISSORY NOTE (Term) Date: Borrowing Base Certificate BORROWING BASE CERTIFICATE This Borrowing Base Certificate is delivered pursuant to Section 2.B of the Loan Agreement dated December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1(as amended, 2007 Lender: restated or supplemented, the "Loan Agreement", between TOR Minerals International, Inc., a Delaware Corporation ("Borrower") and by Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of ("Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time "). Words which are capitalized herein which are defined in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this said Loan Agreement shall not exceed have the Maximum Lawful Rate (as defined same meaning specified in the Loan Agreement defined below)Agreement. To The undersigned hereby certifies that the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effectfollowing amounts and statements are true and correct, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject_____________, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes20__.

Arbitration and Waiver of Jury Trial. This section concerns XXXXXXXX and XXXXXX agree that the resolution of any controversies or claims between Borrower or Lendertransactions contemplated by, whether arising in contractand occurring under, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Note (including any renewals, extensions or modifications), or (ii) any document related to this Note (collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing, management or administration of any obligation described or evidenced by this Note. At the request of Borrower or Lender, any Claim shall be resolved by binding arbitration in accordance with Agreement involve “commerce” under the Federal Arbitration Act (Title 9”FAA”)( §U.S.C. §§1 et. seq.). Any and all disputes, U.S. Codecontroversies or claims (collectively, “claims” or “claim”), whether preexisting, present or future, between the BORROWER and LENDER, or between BORROWER and any of LENDER’s officers, directors, employees, agents, affiliates, or shareholders, arising out of or related to this Agreement (save and except the LENDER’s right to enforce the BORROWER’s payment obligations in the event of default, by judicial or other process, including self-help repossession) shall be decided by binding arbitration under the FAA. Any and all claims subject to arbitration hereunder, asserted by any party, will be resolved by an arbitration proceeding which shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (the "Act"“Arbitration Rules”), as presently published and existing. The Act will apply even though this Note provides However, in the event that it is governed BORROWER initiates arbitration, BORROWER shall pay the first $125.00 of the filing fee required by the law of a specified state. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS")Rules, and LENDER will pay the terms remaining amount of this sectionsuch fee, as well as any required deposit. In the event LENDER initiates arbitration, LENDER shall pay the entire amount of the filing fee and any inconsistency, the terms of this section shall controlrequired deposit. The arbitration shall parties agree to be administered bound by JAMS and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award decision of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning issue as to whether this Agreement is subject to arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s)arbitrator. The arbitrator(s) shall have This agreement to arbitrate will survive the power to award legal fees pursuant to the terms termination of this agreement. This section does not limit the right of Borrower or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LENDER: TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ EXHIBIT A-2 Form of Term Note PROMISSORY NOTE (Term) Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changesAgreement.