Debtors Name and Address Note Date of Maturit Principal
Numbe Note y Date Amount
r
Prime Financial 2 3/5/98 On $3,000,00
Corporation Demand 0
16 South Pennsylvania
Oklahoma City, OK 73107
Customer _ New loan
Number X Renewal of
loan(s) number:
1
X Fixed __Variable
interest interest Rate
rate per Index____
annum
10.75%
PAYMENT TERMS: Collateral Present Index
Categories: Rate __
Margin Over Index
___
Initial Per Annum
Rate ___
__ SINGLE PAYMENT PURPOSE OF LOAN
INCLUDING UNPAID AND This note amends and restates
ACCRUED INTEREST PAYABLE that certain Promissory Note dated
10/17/97 in the principal amount
of $3,000,000.00 made by Debt in
favor of Lender which is
superceded hereby.
X INSTALLMENT PAYMENTS
AS FOLLOWS:
On demand with
interest paid monthly in
arrears on the 15th day
of each month.
PROMISE TO PAY. For value received, the undersigned Debtor,
whether one or more, and jointly and severally if more than one,
agrees to the terms of this Note and promises to pay to the order
of the Lender named below at its place of business as indicated
in his Note or at such other place as may be designated in
writing by Lender, the Principal Amount of this Note together
with interest on the unpaid Principal Amount until Maturity at
the per annum interest rate or rates stated above according to
the Payment Terms stated in this Note. Interest on this Note is
calculated on the actual number of days elapsed on a basis of a
360 day year unless otherwise indicated above. For purpose of
computing interest and determining the date principal and
interest payments are received, all payments will deemed made
only when received in collected funds. Payments are applied
first to accrued and unpaid interest and other charges, and then
to unpaid Principal Amount. In this Note, "Debtor" includes any
party liable under this Note, including endorsers, co-makers,
guarantors and otherwise, and "Lender" includes all subsequent
holders.
VARIABLE RATE. If this is a Variable Rate transaction as
indicated above, the interest rate shall vary from time to time
with charges (whether increases or decreases) in the Index Rate
shown above. The interest rate on this Note will be the Index
Rate plus a Margin, if any, as indicated above. Each change will
become effective on the same date the Index Rate changes unless a
different effective date is indicated above. If the Index Rate
is Lender's base or prime rate, it is determined by Lender in its
sole discretion, primarily on a basis of its cost of funds, is
not necessarily the lowest rate Lender is charging its customers,
and is not necessarily a published rate.
PAYMENTS NOT MADE WHEN DUE. Any principal and/or interest amount
not paid when due shall bear interest at a rate 6 percent per
annum greater than the per annum interest rate prevailing on this
Note at the time the unpaid amount came due, but in no event at a
rate less than 15 percent per annum. In addition or in the
alternative to the interest rate provided for in this paragraph
Lender may assess a charge of $10.00 times the number of days
late to cover cost of past due notices and other added expenses.
In no event shall the interest charges either before or after
maturity be greater than permitted by law.
ALL PARTIES PRINCIPALS. All Debtors shall each be regarded as a
principal and each Debtor agrees that any party to this Note,
with Lender's approval and without notice to any other party, may
from time to time renew this Note or consent to one or more
extensions of deferrals of the Maturity Date for any term(s) or
to any other modification(s), and all Debtors shall be liable in
same manner as on the original note.
ADVANCES AND PAYMENTS. It is agreed that the sum of all advances
under this Note may exceed the Principal Amount as shown above,
but the unpaid balance shall never exceed said Principal Amount.
Advances and payments on this Note shall be recorded on records
of Lender and such records shall be prima facie evidence of such
advances, payments and unpaid principal balance. Subsequent
advances and the procedures described in this Note shall not be
construed or interpreted as granting a continuing line of credit
for Principal Amount. Lender reserves the right to apply any
payment by Debtor, or for account of Debtor, toward this Note or
any other obligation of Debtor to Lender.
PREPAYMENT. Except as otherwise provided in this Note, Debtor
shall have the right to prepay all or any of principal due under
this Note at any time without penalty, subject to the following
conditions: (a) all interest must be paid through the date of
any prepayment; and (b) if this Note provides for monthly or
other periodic payments, there will be no charges in the due
dates or amounts following any partial prepayment unless Lender
agrees to such charges in writing.
COLLATERAL. This Note and all other obligations of Debtor to
Lender, including renewals and extensions, are secured by all
collateral securing this Note and by all other security interests
and mortgages previously or later granted to Lender and by all
money, deposits and other property owned by any debtor and in
Lender's possession or control.
ACCELERATION. At option of Lender, the unpaid balance of this
Note and all other obligations of Debtor to Lender, whether
direct or indirect, absolute or contingent, now existing or later
arising, shall become immediately due and payable without notice
or demand, upon or after the occurrence or existence of any of
the following events or conditions; (a) any payment required by
this Note or by any other note or obligation of Debtor to Lender
or to others is not made when due, or any event or condition
occurs or exists which results in acceleration of the maturity of
any Debtor's obligation to Lender or to others under any
promissory note, agreement or undertaking; (b) Debtor defaults in
performing any covenant, obligation, warranty or provision
contained in any loan agreement or in any instrument or document
securing or relating to this Note or nay other note or obligation
of Debtor to Lender or to others; (c) any warranty,
representation, financial information or statement made or
furnished to Lender by or on behalf of Debtor proves to have been
false in any material respect when made or furnished; (d) any
levy, seizure, garnishment or attachment is made against any
asset of any Debtor; (e) Lender determines, at any time and in
Lender's sole discretion, that the prospect of payment of this
Note is impaired; (f) whenever, in Lender's sole judgment, the
collateral for the debt evidenced by this Note becomes
unsatisfactory or insufficient either in character or value and,
upon request. Debtor fails to provide additional collateral as
required by Lender; (g) all or any part of the collateral for the
debt evidenced by this Note is lost, stolen, substantially
damaged or destroyed; (h) death, incompetency, dissolution,
change in ownership or senior management, termination of
existence of any Debtor; or (i) receiver is appointed over all or
part of any Debtor's property, or any Debtor makes an assignment
for the benefit of creditors, files for relief under any
bankruptcy or insolvency laws, or becomes subject to an
involuntary laws, or becomes subject to an involuntary proceeding
under such laws.
RIGHT OF OFFSET. Except as otherwise by law, any indebtedness
due from Lender to Debtor, including, without limitation, any
deposits or credit balance due from Lender, is pledged to secure
payment of this Note and any other obligation to Lender of
Debtor, and may at any time while the whole or part of such
obligation(s) remain(s) unpaid, either before or after Maturity
of this Note, be set off, appropriated, held or applied toward
the payment of this Note or any other obligation to Lender by any
Debtor.
ADDITIONAL PROVISIONS. (1) Debtor agrees, if requested to
furnish to Lender copies of income tax returns as well as balance
sheets and income statements for each fiscal year following Date
of Note and at more frequent intervals as Lender may require. (2)
No waiver by Lender of any payment or other right under this Note
or any related agreement or documentation shall operate as a
waiver of any other payment or right. All Debtors waive
presentment, notice of acceleration, notice of dishonor and
protest and consent to substitutions, releases and failure to
perfect as to collateral and to additions or releases of any
Debtor. (3) This Note and the obligations evidenced by it are to
be construed and governed by the laws of the state indicated in
Lender's address shown in this Note. (4) All Debtors agree to pay
costs of collection, including, as allowed by law, an attorney's
fee equal to a minimum of 15% of all sums due upon default or
such other maximum fee as allowed by law. (5) All parties signing
below acknowledge receiving a completed copy of this Note and
related documents, which contain the complete entire agreement
between Lender and any party liable for payment under this Note.
No variation, condition, modification, change or amendment to
this Note related documents shall be binding unless in writing
and signed by all parties. No legal relationship is created by
the execution of this Note and related documents except that of
debtor and creditor or as stated in writing.
LENDER NAME AND ADDRESS DEBTOR(S) SIGNATURE(S)
SBL Corporation Prime Financial Corporation
P.O. Box 705 By:_______________________________
Oklahoma City, Oklahoma 73101-0705