EXHIBIT 10.4
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PROMISSORY NOTE
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$7,000,000.00 Tulsa, Oklahoma
January 10, 2003
FOR VALUE RECEIVED, the undersigned, PALWEB CORPORATION, an Oklahoma
corporation, and PLASTIC PALLET PRODUCTION, INC., a Texas corporation (the
"Borrowers"), promise to pay to the order of XXXX X. XXXXXX (the "Lender"), the
principal sum of SEVEN MILLION DOLLARS ($7,000,000.00) or so much as is advanced
and remaining unpaid and outstanding hereunder together with interest on the
unpaid balance from the date of the execution of this Note at the Prime Lending
Rate of Interest (as defined in the Loan Agreement between the Lender and
Borrowers dated as of even date herewith [the "Loan Agreement"]) plus three
hundred basis points (3.0%). The rate of interest payable on this Note shall
change or fluctuate daily and be adjusted daily based on any daily changes or
fluctuations of the Prime Lending Rate of Interest; provided, however, that the
rate of interest payable upon the indebtedness evidenced by this Note shall not
at any time exceed the maximum rate of interest permitted under the laws of the
State of Oklahoma for loans of the type and character evidenced by this Note.
All unpaid and accrued interest on this Note shall be due and
payable on the fourth (4th) day of each calendar month, commencing February 4,
2003, and all outstanding principal and accrued and unpaid interest on this Note
shall be due and payable at final maturity on June 4, 2004.
If any payment of interest or principal due hereunder is not paid
when due and such failure to pay has not been cured within ten days after notice
to the Borrowers, or if any default occurs under any of the Loan Agreement or
the Loan Documents (as defined in the Loan Agreement), or if a receiver be
appointed over any of the property of the Borrowers or if any proceeding in
bankruptcy be instituted by or against the Borrowers, the holder hereof may, at
its option, without notice or demand (except as permitted in the Loan Agreement
or Loan Documents), declare this Note in default and all indebtedness hereunder
immediately due and payable. All sums applied to this Note in excess of then due
installment of interest or principal, whether by pre-payment, acceleration or
otherwise, will be applied first to reduce the reasonable costs incurred under
the security documents, then to accrued but unpaid interest, then to
installments of principal then due but unpaid and finally, to the installments
of principal last maturing in inverse order. In the event of default, the entire
unpaid balance shall be immediately due and payable, together with interest from
the date of default on such principal balance at the rate of five percent (5%)
per annum above the Prime Lending Rate described above.
Upon the occurrence of any Event of Default under the Loan
Agreement, the Lender shall have the right, immediately and without further
action by it, to set off against this Note all money owed by the Lender in any
capacity to each or any maker or other person who is or might be liable for
payment thereof, whether or not due, and also to set off against all other
liabilities of each maker to the Lender all money owed by the Lender in any such
capacity to each or any maker; and the Lender shall be deemed to have exercised
such right of setoff and to have made a
charge against such money immediately upon the occurrence of such default even
though such charge is made or entered into the books of the Lender subsequently
thereto.
From time to time the maturity of this Note may be extended or this
Note may be renewed, in whole or in part, or a new note of a different form may
be substituted for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions and, the holder, from
time to time, may waive or surrender either in whole or in part any rights,
security interest(s), liens, guaranties given for the benefit of the holder's
Note in connection with the payment and securing the payment of this Note; but
no such consequence shall in any manner affect, limit, modify or otherwise
impair any rights, guaranties, assumption agreements or security not
specifically waived, released or surrendered in writing, nor shall any maker,
guarantor, person assuming the debt or any part thereof, endorser or any person
who is or might be liable hereon either primarily or contingently, be released
from such liability by reason of the occurrence of such event. The holder
hereof, from time to time, shall have the unlimited right to release any person
who might be liable hereon, and any such release shall not affect or discharge
the liability of any other person who is or might be liable hereon, either
primarily or secondarily.
The Borrowers, on their own behalf and all persons assuming
liability under this Note, endorsers, guarantors and sureties hereby severally
waive, protest, presentment, demand, dishonor, notice of dishonor, notice of
protest or non-payment in the case this Note or any payment due hereunder is not
paid when due, and agree to any renewal of this Note or to any extension,
acceleration or postponement of the time of payment, or any other indulgence to,
any substitution, exchange or release of collateral and to the release of any
party or person primarily or contingently liable without notice to any maker,
endorser, guarantor, surety or other person assuming liability. The Borrowers
and any guarantor, endorser, and surety or any other person who is or may be
primarily liable hereon, will, on demand, pay all costs of collection, including
a reasonable attorneys' fee to the holder hereof attempting to enforce the
payment of this Note and a reasonable attorneys' fees for defending the validity
of the Note or any documents securing this Note. The words "any party" or "all
parties" shall, in addition to the undersigned, include endorsers, sureties and
guarantors of the Note and the word "undersigned" shall include the singular as
well as the plural member.
This Promissory Note is subject to, and entitled to the benefits of
the Loan Agreement as the Note issued thereunder.
This Note shall be governed and construed in accordance with laws of
the State of Oklahoma.
PALWEB CORPORATION, an Oklahoma corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx, President
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PLASTIC PALLET PRODUCTION, INC., a
Texas corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx, President
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