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EXHIBIT 10-29
PROMISSORY NOTE (SECURED)
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$5,000,000.00 November 15, 1996
FOR VALUE RECEIVED, the undersigned, THE BADLANDS GOLF CLUB, INC., a Nevada
corporation ("BORROWER"), promises to pay to the order of NATIONSCREDIT
COMMERCIAL CORPORATION, a Delaware corporation with a principal place of
business at One Canterbury Green, P.O. Box 120013, Stamford, Connecticut
06912-0013 ("Lender"), to the account set forth in SUBSECTION 2.d below or at
such other place as Lender may from time to time direct, the principal sum of up
to FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00), or so much thereof as may
have been advanced pursuant hereto and to the Loan Agreement, on or before the
Maturity Date (both as defined below), together with interest thereon, all as
hereinafter provided. Interest shall be computed and accrue on the principal
amount hereof from time to time outstanding from the date advanced to the date
of payment at a rate per annum equal to the Interest Rate (as defined below).
1. DEFINITIONS. In addition to terms defined elsewhere in this Note, the
following terms shall have the following definitions:
a. "ADVANCE" shall mean an advance by Lender to Borrower in accordance
with this Note or the Loan Agreement.
b. "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
legal holiday on which commercial banks are authorized or required to be closed
in Illinois or Connecticut.
c. "DEFAULT RATE" shall mean a rate per annum equal to the lesser of (i)
five percent (5%) per annum plus the Interest Rate, and (ii) the Maximum Rate.
d. "DOLLARS" and the symbol "$" shall mean lawful money of the United
States of America.
e. "DSCR" shall mean the debt service coverage ratio as determined by
Lender pursuant to the Loan Agreement.
f. "EVENT OF DEFAULT" shall mean (i) the failure by Borrower to pay any
installment of principal or interest under this Note within five (5) days
following the due date thereof, (ii) the failure by Borrower to pay all sums
owed to Lender under this Note and every Loan Document on or before the Maturity
Date, (iii) the occurrence of any Event of Default under the Loan Agreement, the
Mortgage or any other Loan Document, or (iv) the occurrence of any Event of
Default under any of the documents evidencing or securing the Other Loan.
g. "EXTENDED TERM" shall have the meaning set forth in SECTION 13 of
this Note.
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h. "FIXED RATE" shall mean 10.95% per annum.
i. "GUARANTOR" shall mean Senior Tour Players Development, Inc.
j. "INCIPIENT DEFAULT" shall mean any condition which with the giving
of notice or passage of time, or both, would constitute an Event of
Default.
k. "INTEREST RATE" shall mean the lesser of (i) the Maximum Rate, and
(ii) the Fixed Rate or the Default Rate, as applicable, from time to time in
effect hereunder.
1. "LOAN" shall mean the loan from Lender to Borrower evidenced by this
Note and by the Loan Agreement.
m. "LOAN AGREEMENT" shall mean that certain Loan Agreement of even date
herewith by and between ▇▇▇▇▇▇ and Borrower which, together with this Note,
evidences the Loan.
n. "LOAN DOCUMENTS" shall have the meaning set forth in the Loan
Agreement. Any reference in this Note to any document which is a "Loan
Document" shall mean such document as hereafter amended, modified or
supplemented.
o. "LOAN MONTH" shall mean any full calendar month during the term of
this Note, with the first Loan Month being December, 1996 and the final Loan
Month being November, 2001. The first Loan Month shall be deemed to include the
partial month commencing on the date of this Note.
p. "MATURITY DATE" shall mean the earlier to occur of: (i) December 1,
2001; or (ii) the date on which the entire principal amount evidenced by this
Note and all accrued and unpaid interest thereon shall be paid or be required to
be paid in full, whether by prepayment, acceleration or otherwise in accordance
with the terms of this Note or any of the Loan Documents.
q. "MAXIMUM RATE" shall mean the maximum interest rate allowed by
applicable law in effect with respect to the Loan on the date for which a
determination of interest accrued hereunder is made and after taking into
account all fees, payments and other charges which are, under applicable law,
characterized as interest.
r. "MORTGAGE" shall mean that certain Deed of Trust and Security
Agreement of even date herewith from Borrower to First American Title Company of
Nevada, Trustee securing the Loan.
s. "MORTGAGED PROPERTY" shall have the meaning set forth in Article I of
the Mortgage.
t. "NET CASH FLOW PAYMENT" shall mean 100% of the Net Cash Flow (as
defined in the Loan Agreement) for the Loan Month in question.
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u. "OTHER LOAN" shall mean the loan by ▇▇▇▇▇▇ to Borrower in the
original maximum principal amount of $6,700,000.00, which loan is evidenced by a
promissory note dated December 22, 1995, executed by ▇▇▇▇▇▇▇▇ in favor of
▇▇▇▇▇▇.
v. "PREPAYMENT FACTOR" shall mean two percent (2%) commencing on the
first day of the twenty-fifth (25th) Loan Month through and including the last
day of the thirty-sixth (36th) Loan Month; provided, however, that if a
prepayment occurs during first twenty-four (24) Loan Months under the
circumstances described in SUBSECTION 4.D below, the Prepayment Factor shall be
five percent (5%). During the Extended Term, if any, each of the references to
"Loan Month" set forth above in this SUBSECTION 1.y, shall automatically be
revised to read as follows: "Loan Month of the Extended Term."
w. "PREPAYMENT FEE" shall mean the product of (i) the outstanding
principal balance of this Note at the time of a prepayment (or, under the
circumstances described in SECTION 7.1.F(vii) of the Loan Agreement, the amount
of insurance proceeds applied by ▇▇▇▇▇▇ to the outstanding principal balance of
this Note), and (ii) the Prepayment Factor then in effect.
x. "PAR FUNDS" shall have the meaning set forth in the Loan Agreement.
2. Payment of Interest and Principal.
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a. On the date of this Note, ▇▇▇▇▇▇▇▇ shall pay to Lender a payment of
interest only at the Interest Rate on the principal amount of the Loan
commencing on the date of this Note through the last day of the current calendar
month.
b. Commencing on January 1, 1997 and continuing on the first day of each
Loan Month thereafter until and including the Maturity Date, Borrower shall pay
to Lender the sum of (i) all accrued interest at the Interest Rate on the
principal amount hereof then outstanding and (ii) installments of principal for
each Loan Month in the amounts set forth on attached hereto, which amounts are
calculated to be equal to the amount which would be sufficient to amortize the
principal balance of this Note over a twenty (20) year term commencing on the
date hereof (or the remainder of said term at the time of each such monthly
payment), with interest accruing thereon at ten percent (10%) per annum;
provided that on the Maturity Date, the entire unpaid principal balance of this
Note and all accrued and unpaid interest shall be due and payable.
c. In addition to the payments required under SUBSECTIONS 2.a and 2.b
above, Lender shall have the right, subject to and in accordance with SECTION
4.1.R of the Loan Agreement, to apply PAR Funds held by Lender to payment of (i)
the outstanding principal balance of this Note, or (ii) upon the occurrence of
an Event of Default, mounts then due and payable under the Loan Documents in
such order and priority as Lender may elect in its sole and absolute discretion.
Said mandatory payments made pursuant to SECTION 4,1.R of the Loan Agreement
shall not be subject to the Prepayment Fee.
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d. The entire outstanding principal amount of the Loan, and all accrued
and unpaid interest thereon, shall be due and payable on the Maturity Date.
▇▇▇▇▇▇▇▇ acknowledges and agrees that a substantial portion of the principal
balance evidenced by this Note will be outstanding and due and payable on the
Maturity Date.
e. All payments hereunder shall be made by wire transfer of immediately
available federal funds without set-off or counterclaim and shall be made to the
following account of Lender prior to 1:30 p.m., Eastern Standard Time, on the
date due:
FIRST NATIONAL BANK OF CHICAGO
CHICAGO, ILLINOIS
ABA #▇▇▇▇▇▇▇▇▇
ACCOUNT NUMBER: #52-56933
ACCOUNT NAME: NATIONSCREDIT COMMERCIAL CORPORATION
REFERENCE: THE BADLANDS GOLF CLUB, INC.
Whenever any payment to be made hereunder shall be stated to be due on a date
other than a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall be included in the calculation of
interest on such principal. Any payments received after 1:30 p.m., Eastern
Standard Time shall be deemed received on the next Business Day and shall
include interest to such next Business Day.
f. All interest required to be paid by ▇▇▇▇▇▇▇▇ hereunder shall be
calculated on the basis of a year consisting of 360 days and shall be paid in
arrears for the actual number of days elapsed, calculated as to each Advance
from and including the date the applicable period commences to, but not
including, the date such period ends.
g. If any regular monthly installment of principal and interest shall
not be paid at the place required under this Note on or before the fifth (5th)
day following the due date thereof, Borrower shall pay to Lender a late charge
(the "LATE CHARGE") of five cents ($0.05) for each Dollar so overdue in order to
compensate Lender for its frustration in the meeting of its financial and loan
commitments and to defray part of Lender's expenses incident to handling such
delinquent payments. This charge shall be in addition to any other remedy Lender
may have and is in addition to ▇▇▇▇▇▇'s right to collect reasonable fees and
charges of any agents or attorneys which ▇▇▇▇▇▇ employs in connection with any
Event of Default. To the extent that any Late Charge shall constitute interest
under applicable law, the amount thereof, together with all other interest
hereunder and under the Loan Documents, shall be expressly limited to the
Maximum Rate. Nothing herein contained shall be deemed to constitute a waiver or
modification of the due date for such installments or any deposits required to
be made hereunder or under any of the Loan Documents or the requirement that
Borrower make all payments of installments and deposits as and when the same are
due and payable. In addition, Borrower shall pay to Lender interest at the
Default Rate on (i) any part of any regular monthly installment of principal and
interest which is not paid on or before the fifth (5th) day following the due
date thereof, and (ii) any other amounts owed to Lender hereunder or under any
Loan Document which are not paid on or before the tenth
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(10th) day following the due date thereof; such interest at the Default Rate
shall be calculated from the date the payment in question became due to the date
such payment is made.
h. Intentionally Deleted.
i. All agreements between Borrower and Lender, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event, whether by reason of acceleration of the
maturity of this Note or otherwise, shall the amount paid, or agreed to be paid
to Lender for the use, forbearance, or detention of the money to be loaned under
this Note or otherwise or for the payment or performance of any covenant or
obligation contained herein or in any other document evidencing, securing or
pertaining to the Loan exceed the Maximum Rate. If from any circumstances
whatsoever fulfillment of any provision hereof or any of such other agreements
shall cause the amount paid to exceed the Maximum Rate, then IPSO FACTO, the
amount paid to Lender shall be reduced to the Maximum Rate; and if from any such
circumstances Lender shall ever receive interest which exceeds the Maximum Rate,
such amount which would be excessive interest shall be applied to the reduction
of the principal of this Note and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal of this Note, such
excess shall be refunded to Borrower. All sums paid or agreed to be paid to
Lender for the use, forbearance or detention of the indebtedness of Borrower to
Lender shall, to the extent permitted by applicable law, (i) be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full, so that the actual rate of interest on account of such
indebtedness does not exceed the Maximum Rate throughout the term thereof; (ii)
be characterized as a fee, expense or charge other than interest; and (iii)
exclude any voluntary prepayments and the effects thereof. The terms and
provisions of this SUBSECTION 2.i shall control and supersede every other
provision of all agreements between Lender and Borrower.
j. Except as otherwise expressly provided in this Note, the Loan
Agreement or the Mortgage, each payment received by Lender shall be applied by
Lender to amounts outstanding under the Loan Documents in such order and
priority as Lender may elect in its sole and absolute discretion; provided,
however, that if at the time of any payment there is due and payable any portion
of the principal balance of this Note and sums not constituting repayment of
principal, then such payment shall first be allocated to sums not constituting
repayment of principal (in such order of priority as among the various
obligations constituting such sums as Lender may elect in its sole and absolute
discretion) before Lender applies such payments to the reduction of the
outstanding principal balance of this Note.
3. ADVANCE. (a) On the date hereof, ▇▇▇▇▇▇ has advanced to or for the
benefit of Borrower the sum of Two Hundred Five Thousand Three Hundred
Sixty-three and 92/100 Dollars ($205,363.92) and Borrower hereby acknowledges
its receipt of said funds.
(b) So long as no Event of Default or Incipient Default exists, Lender
shall, on the terms and conditions set forth in the Loan Agreement, make
construction advances to or for the benefit of Borrower of up to $3,794,636.08.
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(c) So long as no Event of Default or Incipient Default exists, and
subject to the terms and conditions set forth in the Loan Agreement, Lender
shall make earnout advances to or for the benefit of Borrower of up to
$1,000,000.00.
4. PREPAYMENT. The Loan may not be prepaid, in whole or in part, at any
time during the term hereof, except as expressly set forth below.
a. Prepayment in full of the Loan is permitted at any time on or after
the first day of the twenty-fifth (25th) Loan Month and prior to the Maturity
Date; provided, however, that upon any such prepayment in full which is made on
or before the last day of the thirty-sixth (36th) Loan Month, Borrower shall
also pay Lender the Prepayment Fee. The Prepayment Fee is consideration for the
privilege of making such prepayment, and shall be paid to Lender simultaneously
with the making of the prepayment. The Prepayment Fee shall not apply to
prepayment in part or in full made pursuant to SECTION 2,5 of the Mortgage or
SECTION 7,1,D of the Loan Agreement. Any such prepayment permitted hereunder and
made by Borrower shall be applied to the repayment of the Loan in accordance
with SUBSECTION 2.j of this Note; provided however, that any sums applied to the
principal balance of this Note shall be so applied in the inverse order of
maturity.
b. Borrower shall give Lender thirty (30) days prior written notice of a
proposed prepayment, which notice shall be irrevocable. ▇▇▇▇▇▇▇▇'s failure to
make a prepayment in full in accordance with such a written notice from Borrower
to Lender shall constitute an Event of Default.
c. Any tender of payment by Borrower or any other party, except as
expressly set forth in this SECTION 4, shall constitute a prohibited prepayment
hereunder.
d. If an Event of Default shall occur, whether or not the maturity of
this Note has been accelerated, then a tender of payment by Borrower, or by any
entity on behalf of Borrower, of the amount necessary to satisfy all sums due
under this Note and the Loan Documents (including, without limitation, any sums
due on any judgment rendered in any action) made at a time prior to, during or
after a judicial foreclosure or a sale pursuant to the exercise of a power of
sale of the property subject to the Loan Documents, must, to the extent
permitted by law and subject to the provisions of SUBSECTION 2.i of this Note,
be accompanied by the Prepayment Fee, if the Prepayment Fee would otherwise be
applicable at the time of said Event of Default. Borrower acknowledges that
▇▇▇▇▇▇ has relied upon the anticipated investment return under this Note in
entering into this transaction and in making commitments to third parties.
e. Borrower acknowledges that the Prepayment Fee represents a reasonable
estimate of a fair and equitable compensation for the loss that may be sustained
by Lender due to the prepayment of the principal sum evidenced by this Note. The
Prepayment Fee shall be paid without prejudice to the right of Lender to collect
any other amounts provided to be paid under the Loan Documents. Nothing herein
contained shall constitute an agreement on the part of Lender to accept any
prepayment, other than as expressly provided in SUBSECTION 4.a above.
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5. DEFAULT. Upon the occurrence of any Event of Default, the principal
amount of the Loan, together with all accrued interest thereon and all amounts
due and payable hereunder (including the Prepayment Fee, if applicable) shall
immediately become due and payable on demand. If this Note, or any part hereof,
is not paid when due, whether by acceleration or otherwise, Borrower promises to
pay all costs of collection, including, but not limited to, reasonable
attorneys' fees and disbursements, incurred by the holder hereof on account of
such collection, whether or not suit is filed hereon. Additionally, after the
Maturity Date, the Interest Rate shall without notice immediately become the
Default Rate.
6. NOTICES. All notices, demands and requests required or desired to be
given hereunder shall be in writing and shall be delivered in person, by United
States registered or certified mail, return receipt requested, postage prepaid,
or by overnight courier addressed as follows:
To Borrower:
The Badlands Golf Club, Inc.
c/o Senior Tour Players Development, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
with a copy to:
▇▇▇▇▇, ▇▇▇▇ & ▇'▇▇▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
To Lender:
NationsCredit Commercial Corporation
One Canterbury Green
P.O. Box 120013
Stamford, Connecticut 06912-0013
Attn: Vice President, Commercial Real Estate
with a copy to:
NationsCredit Commercial Corporation
One Canterbury Green
P.O. Box 120013
Stamford, Connecticut 06912-0013
Attn: General Counsel
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or at such other addresses or to the attention of such other persons as may from
time to time be designated by the party to be addressed by written notice to the
other in the manner herein provided. Notices, demands and requests given in the
manner aforesaid shall be deemed sufficiently served or given for all purposes
hereunder when received or when delivery is refused or when the same are
returned to sender for failure to be called for.
7. GOVERNING LAW. In all respects, including, without limitation, matters
of construction and performance of this Note and the obligations arising
hereunder, this Note shall be governed by, and construed in accordance with, the
internal laws of the State of Connecticut applicable to contracts and
obligations made in such state and any applicable laws of the United States of
America.
8. WAIVER. Borrower hereby (a) waives demand, presentment for payment,
notice of nonpayment, notice of intent to accelerate, notice of acceleration,
protest, notice of protest and all other notice (except notice specifically
provided for herein or in the Loan Documents), filing of suit and diligence in
collecting this Note or enforcing any of the security for this Note, (b) agrees
to any substitution, exchange or release of any party primarily or secondarily
liable hereon, (c) agrees that Lender or any other holder hereof shall not be
required first to institute suit or exhaust its remedies hereon or to enforce
its rights under any Loan Document in order to enforce payment of this Note, (d)
consents to any extension or postponement of time of payment of this Note and to
any other indulgence with respect hereto without notice thereof to Borrower, and
(e) agrees that the failure to exercise any option or election herein provided
upon the occurrence of any default in respect hereto shall not be construed as a
waiver of the right to exercise such option or election at any later date or
upon the occurrence of a subsequent default in respect hereto.
9. BUSINESS PURPOSE. Borrower represents and warrants that the proceeds of
this Note will be used for business purposes and not for personal, family or
household purposes.
10. SEVERABILITY. If any provision of this Note or any payments pursuant to
this Note shall be invalid or unenforceable to any extent, the remainder of this
Note and any other payments hereunder shall not be affected thereby and shall be
enforceable to the greatest extent permitted by applicable law.
11. MISCELLANEOUS.
a. BORROWER HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS NOTE. THIS
WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY ▇▇▇▇▇▇▇▇, AND
BORROWER ACKNOWLEDGES THAT ▇▇▇▇▇▇ HAS NOT MADE ANY REPRESENTATIONS OF FACT TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
EFFECT. ▇▇▇▇▇▇▇▇ FURTHER ACKNOWLEDGES THAT ▇▇▇▇▇▇▇▇ HAS BEEN REPRESENTED (OR HAS
HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE
MAKING OF THIS WAIVER BY INDEPENDENT
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LEGAL COUNSEL, SELECTED BY ▇▇▇▇▇▇▇▇, AND THAT ▇▇▇▇▇▇▇▇ HAS HAD THE OPPORTUNITY
TO DISCUSS THIS WAIVER WITH COUNSEL.
b. Borrower hereby submits to personal jurisdiction in the State of
Connecticut for the enforcement of the provisions of this Note and irrevocably
waives any and all rights to object to such to such jurisdiction for the
purposes of litigation to enforce any provision of this Note. ▇▇▇▇▇▇▇▇ hereby
consents to the jurisdiction of and agrees that any action, suit or proceeding
to enforce this Note may be brought in any state or federal court in the State
of Connecticut. Borrower hereby irrevocably waives any objection which Borrower
may have to the laying of the venue of any such action, suit, or proceeding in
any such court and hereby further irrevocably waives any claim that any such
action, suit or proceeding brought in such a court has been brought in an
inconvenient forum. Borrower hereby appoints the Secretary of the State of
Connecticut as its agent for service of process. Borrower hereby consents that
service of process in any action, suit or proceeding may be made by service upon
the aforesaid agent for service of process, by personal service upon Borrower,
or by delivery in accordance with the notice requirements of SECTION 8 of this
Note or in such other manner permitted by law.
c. TO INDUCE LENDER TO ENTER INTO THE COMMERCIAL LOAN TRANSACTION
EVIDENCED BY THIS NOTE AND THE LOAN AGREEMENT AND SECURED BY THE OTHER LOAN
DOCUMENTS, ▇▇▇▇▇▇▇▇ AGREES THAT THE SAID TRANSACTION IS COMMERCIAL AND NOT A
CONSUMER TRANSACTION AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, WAIVES
ANY RIGHT TO NOTICE OF AND HEARING OF THE RIGHT OF LENDER UNDER CHAPTER 903a OF
THE CONNECTICUT GENERAL STATUTES, REVISION OF 1958, AS AMENDED, OR OTHER STATUTE
OR STATUTES AFFECTING PREJUDGMENT REMEDIES AND AUTHORIZES ▇▇▇▇▇▇'S ATTORNEY TO
ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER, PROVIDED THE
COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER.
d. This Note shall be binding upon Borrower and its representatives,
successors and assigns.
e. This Note may not be changed orally, but only by an agreement in
writing signed by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇.
f. The headings used in this Note are for ease of reference only and
shall not be used to construe or interpret this Note.
g. ▇▇▇▇▇▇▇▇ agrees that the terms and conditions of this Note are the
result of negotiations between ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and that this Note shall not
be construed in favor of or against any party by reason of the extent to which
any party or its professionals participated in the preparation of this Note.
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12. LIMITATION ON LIABILITY. The personal liability of Borrower under
this Note shall be limited in the manner and to the extent expressly set forth
in SECTION 9.19 of the Loan Agreement, which SECTION 9.19 is hereby
incorporated by this reference.
13. EXTENSION OPTION. Provided that Borrower complies with all of the
terms and conditions of Section 5.4 of the Loan Agreement, then Borrower may,
upon the delivery of at least ninety (90) days' prior written notice to Lender,
elect to extend the term of this Note for one (1) additional term of five (5)
years (the "EXTENDED TERRA") on the terms set forth in Section 5.4 of the Loan
Agreement. ▇▇▇▇▇▇▇▇ acknowledges and agrees that the Prepayment Fee shall apply
during the Extended Term pursuant to and in accordance with the terms and
provisions of this Note. ▇▇▇▇▇▇▇▇ agrees to execute any additional documentation
required by ▇▇▇▇▇▇ in connection with any Extended Term.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
by its duly authorized representative as of the date and year first above
written.
THE BADLANDS GOLF CLUB, INC., a Nevada
corporation,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
▇▇▇▇▇▇▇▇'s Taxpayer Identification
Number: ▇▇-▇▇▇▇▇▇▇
STATE OF Massachusetts S
--------------- S
COUNTY OF Suffolk S
--------------- S
On this, the 15th day of November, 1996, before me, the undersigned
officer, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who acknowledged himself to be
the President of THE BADLANDS GOLF CLUB, INC., a Nevada corporation, and that
he, as such President, being authorized so to do, executed the foregoing
Promissory Note for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Notary Public
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
NOTARY PUBLIC
MY COMMISSION EXPIRES
SEPT. 30, 1999
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EXHIBIT A
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BADLANDS GOLF COURSE-PHASE II
AMORTIZATION SCHEDULE
Loan Balance Loan Balance
Month BOM Principal EOM
------------------------------------------------------------
0
I 5,000,000 6,584 4,993,416
2 4,993,416 6,639 4,986,776
3 4,986,776 6,695 4,980,082
4 4,980,082 6,750 4,973,331
5 4,973,331 6,807 4,966,525
6 4,966,525 6,863 4,959,661
7 4,959,661 6,921 4,952,741
8 4,952,741 6,978 4,945,762
9 4,945,762 7,036 4,938,726
10 4,938,726 7 095 4,931,631
11 4,931,631 7,154 4,924,477
12 4,924,477 7,214 4,917,263
13 4,917,263 7,274 4,909,989
14 4,909,989 7,335 4,902,655
15 4,902,655 7,396 4,895,259
16 4,895,259 7,457 4,887,802
17 4,887,802 7,519 4,880,282
18 4,880,282 7,582 4,872,700
19 4,872,700 7,645 4,865,055
20 4,865,055 7,709 4,857,346
21 4,857,346 7,773 4,849,573
22 4,849,573 7,838 4,841,735
23 4,841,735 7,903 4,833,832
24 4,833,832 7,969 4,825,863
25 4,825,863 8,036 4,817,827
26 4,817,827 8,103 4,809,724
27 4,809,724 8,170 4,801,554
28 4,801,554 8,238 4,793,316
29 4,793,316 8,307 4,785,009
30 4,785,009 8,376 4,776,633
31 4,776,633 8,446 4,768,188
32 4,768,188 8,516 4,759,671
33 4,759,671 8,587 4,751,084
34 4,751,084 8,659 4,742,426
35 4,742,426 8,731 4,733,695
36 4,733,695 8,804 4,724,891
37 4,724,891 8,877 4,716,014
38 4,716,014 8,951 4,707,063
39 4,707,063 9,026 4,698,038
40 4,698,038 9,101 4,688,937
41 4,688,937 9,177 4,679,760
42 4,679,760 9,253 4,670,507
43 4,670,507 9,330 4,661,177
44 4,661,177 9,408 4,651,769
45 4,651,769 9,486 4,642,283
46 4,642,283 9,565 4,632,717
47 4,632,717 9,645 4,623,072
48 4,623,072 9,725 4,613,347
12
BADLANDS GOLF COURSE-PHASE II
AMORTIZATION SCHEDULE
Loan Balance Loan Balance
Month BOM Principal EOM
------------------------------------------------------------
49 4,613,347 9,807 4,603,540
50 4,603,540 9,888 4,593,652
51 4,593,652 9,971 4,583,681
52 4,583,681 10,054 4,573,628
53 4,573,628 10,138 4,563,490
54 4,563,490 10,222 4,553,268
55 4,553,268 10,307 4,542,961
56 4,542,961 10,393 4,532,568
57 4,532,568 10,480 4,522,088
58 4,522,088 10,567 4,511,521
59 4,511,521 10,655 4,500,866
60 4,500,866 10,744 4,490,122
