NOTE
NOTE
|
$3,000,000
|
Date:
August 18,
2006
|
FOR
VALUE
RECEIVED, on August 18, 2007, the undersigned, FREEDOM
FINANCIAL GROUP, INC.,
a
Delaware corporation, and T.C.G. - THE
CREDIT GROUP INC.,
a
Manitoba, Canada corporation, jointly and severally (“Maker”), promise to pay to
the order of HEARTLAND BANK (hereinafter, together with any holder hereof,
called “Holder”), at St. Louis, Missouri (or such other place as the Holder may
designate in writing to the undersigned), in lawful money of the United States
of America in immediately available funds, the principal sum of Three Million
and No/100 Dollars ($3,000,000.00), or such amount thereof as has been advanced
hereunder, together with interest thereon from the date hereof, at the rate
or
rates hereinafter specified, as follows:
The
Maker
will pay interest on the unpaid principal amount of each Advance for each day
from the day such Advance was made until such Loan is paid (whether at maturity,
by reason of acceleration or otherwise), at a rate per annum equal to the sum
of
three percent (3.00%) plus the Base Rate, payable monthly in arrears on each
Interest Payment Date and when such Loan is due in full (whether at maturity
or
on the Termination Date, by reason of acceleration, or otherwise).
This
Note
shall be payable as follows:
|
a.
|
Commencing
on the first day of the first month after the Initial Advance, and
on the
first day of each month thereafter to and including the first day
of
August, 2007, the Maker shall pay to the Payee monthly installments
of
interest at the rate of interest as
aforesaid.
|
|
b.
|
On
August 18, 2007, the Maker shall pay to the Payee a final installment
of
principal and interest in an amount equal to the sum of the then
outstanding principal balance of this Note together with accrued
and
unpaid interest thereon.
|
It
is
contemplated that the principal sum evidenced by this Note may be reduced from
time to time and that additional Advances may be made from time to time, as
provided in the Revolving Credit Loan and Security Agreement between the
undersigned and Holder dated of even date herewith (the “Loan
Agreement”); provided, however, that the outstanding principal amount evidenced
by this Note shall not exceed the Borrowing Base provided in the Loan
Agreement.
This
Note
is subject to the terms and conditions of, and entitled to the benefit of the
Collateral described in, the Loan Agreement. Capitalized terms not defined
herein shall have the meanings given in the Loan Agreement.
No
delay
or failure on the part of the Holder in the exercise of any right or remedy
hereunder, under the Loan Agreement, the Security Documents or at law or in
equity, shall operate as a waiver thereof, and no single or partial exercise
by
the Holder of any right or remedy hereunder, under the Loan Agreement, the
Security Documents, or at law or in equity shall preclude or estop another
or
further exercise thereof or the exercise of any other right or
remedy.
The
undersigned and all endorsers waive presentment, notice of dishonor and
protest.
Time
is
of the essence of this Note and, in case this Note is collected by law or
through an attorney at law, or under advice therefrom, the undersigned agrees
to
pay all costs of collection, including reasonable attorneys’ fees if collected
by or through an attorney.
1
The
provisions of this Note shall be construed and interpreted and all rights and
obligations of the parties hereunder determined in accordance with the laws
of
the State of Missouri.
IN
WITNESS WHEREOF, the undersigned has caused this Note to be executed, sealed
and
delivered in St. Louis, Missouri, in its corporate name, by and through its
respective duly authorized officers, as of the day and year first above
written.
| FREEDOM FINANCIAL GROUP, INC. | T.C.G. – THE CREDIT GROUP INC. | ||
| By: /s/ Xxxxxx X. Xxxxxxxxxxxx | By: /s/ Xxxxxx X. Xxxxxxxxxxxx | ||
|
|
|
||
| Name:
Xxxxxx X.
Xxxxxxxxxxxx Title: President |
Name:
Xxxxxx X.
Xxxxxxxxxxxx Title: CEO |
2
