NORWEST BANKS
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Borrower's name Date
Top Air Manufacturing, Inc. 10-10-1997
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Promise to Pay: For Value received, the undersigned ▇▇▇▇▇▇▇▇ promises to pay to
the order of Norwest Bank Iowa, National Association (the "Bank"), at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at any other place designated at any time by the
holder of this promissory note (the "Note") in lawful money of the United States
of America, the principal sum of Seven Hundred Twenty-Five Thousand and 00/100
Dollars ($ 725,000.00 ), together with interest on the unpaid principal amount
in accordance with the repayment terms set forth below. Interest: Interest on
this Note, calculated on the basis of actual days elapsed in a 360 day year,
will accrue as follows (choose one of the following):
|X| on the unpaid principal amount of this Note at the Note Rate. |_| on the
unpaid principal amount of this Note at the __________ of the Note Rates
selected at any time.
Note Rate: The Note Rate under this Note shall be (choose the applicable Note
Rate(s)): |X| an annual rate of 8.5000 % (the "Note rate"), |_| an annual rate
|_| equal to the Index Rate, or |_| __________% __________ the Index Rate, or
|_| _________% of the Index Rate,
|X| from time to time in effect, each change in the interest rate to become
effective on the day the corresponding change in the Index Rate becomes
effective, or |_| with an initial interest rate equal to __________% (the "Note
Rate"),
|_| an annual rate as set forth in the Interest Rate Addendum attached to this
Note (the "Note Rate"), provided that if this Note has a variable rate of
interest, |_| the Note rate shall at no time be less than _________%, and |_|
shall at no time exceed an annual rate of __________%. In no event shall the
rate of interest applicable to this Note under any term or condition exceed the
maximum rate permitted by law.
|_| "Index Rate" means |_| the "Base Rate" which is the rate of interest
established by_____________________ from time to time as its "base" or "prime"
rate, or
|_| the "Wall Street Rate" which is the highest "prime" rate of interest
reported in the Wall Street Journal "Money Rates" Table, or |_| the
Repayment Terms: Unless payable sooner as a result of its acceleration, the
Borrower promises to pay this Note as follows (choose the applicable Repayment
Term):
|X| Fixed Installments of Principal and Interest. Principal and interest shall
be paid together in 59 consecutive installments of $ 14,874.50 each, beginning
11-25-1997, and on the same day of each month thereafter until 09-25-2002, |_|
plus irregular installments of principal and interest of $________________ on
_______________; $_________________ on ________________ and $__________________
on ________________. On 10-04-2002, (the "Due Date") the entire unpaid
principal and accrued but unpaid interest on this Note shall become due and
payable. Each such installment, when paid, shall be applied first in payment of
accrued interest, then in reduction of principal and the balance thereof shall
be applied to the payment of any outstanding late fees. |_|If the Note Rate is a
variable rate and the accrued but unpaid interest is in excess of the scheduled
installment payment, the installment payment will be increased to an amount
sufficient to pay all the accrued but unpaid interest.
|_| Fixed Principal Installments Plus Interest. Principal only shall be paid as
follows (choose one of the following):
|_|In consecutive installments of 4_______________ each, beginning
___________________, and on the _________ day of each
________________________ thereafter until _____________________, plus a
final payment on _________________, (the "Due Date") when the entire
unpaid principal shall become due and payable or
|_|$_____________ on ____________; $_________________ on ____________;
$__________________ on ______________; $___________________ on
______________; $______________________ on ________________;
$___________________ on ______________.
In addition, interest shall be payable ___________________, beginning
___________________, and on the _________ day of each
__________________________ thereafter until _____________________ (the "Due
Date") when the entire unpaid principal and accrued but unpaid interest shall
become due and payable.
|_| Fixed Installment Payments. Principal and interest shall be paid as set
forth on the attached Repayment Addendum. "Due Date" means the maturity date of
this Note whether it is the stated maturity date or an earlier date by reason of
acceleration or demand.
|_| Late Fee: Each time that a scheduled payment is not paid when due or within
______ days afterward, the Borrower agrees to pay a late fee equal to |_| $
______________, or |_| _________________ % of the full amount of the late
payment, or |_| the ____________ of $ ________________ or _________________ % of
the full amount of the late payment. Acceptance by the Bank of any late fee
shall not constitute a waiver of any default hereunder.
|_| Other Fees: |_| The Borrower shall pay to the Bank a one-time, nonrefundable
________________________ equal to $ _______________ at the time this Note is
signed.
|_|Additional Interest Before and After the Due Date: Each time that a
scheduled payment is not paid when due or within _________ days afterward,
additional interest will begin accruing on the next calendar day on the
entire unpaid principal amount of this Note at an annual Rate of ____________
% in excess of the Note Rate ("Additional Interest Rate"). Acceptance by the
Bank of Additional Interest shall not constitute a waiver of any default
hereunder. The unpaid principal and interest due on this Note after the Due
Date shall bear interest until paid at the Additional Interest Rate (except
in North Dakota).
Security: In addition to any other collateral interest given to the Bank
previously, now, or in the future, by separate agreement not referenced herein,
which states it is given to secure this Note or all indebtedness of the Borrower
to the Bank, this Note is secured with a (an) Security Agreement dated
10-10-1997 and 6/26/95. Prepayment: The Borrower may at any time prepay this
Note, in whole or in part, |X| without premium or penalty |_| provided that at
the time of prepayment the Borrower pays a prepayment penalty equal to
____________% of the principal amount prepaid. Any partial payment shall be
applied against the principal portion of the installments due in inverse order
of maturity.
Default and Acceleration: Borrower will be in default under this Note if:
(i) the Borrower fails to pay when due any principal, interest or other amounts
due under this Note, or (ii) the Borrower fails to perform or observe any term
or covenant of this Note or any related documents or perform any other agreement
with the Bank, or (iii) the Borrower or any subsidiary fails to perform or
observe any agreement with any other creditor that relates to indebtedness or
contingent liabilities which would allow the maturity of such indebtedness or
obligation to be accelerated, or (iv) the Borrower changes its legal form of
organization, or (v) any representation or warranty made by the Borrower in
applying for the loan evidenced this Note is untrue in any material respect, or
(vi) a garnishment, levy or writ of attachment, or any local, state or federal
notice of tax lien or levy is served upon the Bank for the attachment of
property of the Borrower or any subsidiary that is in the Bank's possession for
indebtedness owed to the Borrower or any subsidiary by the Bank, or (vii) any
Guaranty given in connection herewith may have become, in the Bank's judgment,
unenforceable, or (viii) the holder of this Note at any time, in good faith,
believes that the Borrower will not be able to pay this Note when it is due;
