Promissory Note Issued by SIRICOMM, Inc. to Southwest Missouri Bank (July 20, 2002)

EX-4.5 10 ex45form8k112102.txt NOTE ISSUED BY SIRICOMM TO SW MISSOURI BANK

- ------------------------------------------------ ------------------------------------------------- --------------------------------- SIRICOMM, INC. SOUTHWEST MISSOURI BANK - JOPLIN 2900 DAVIS BLVD STE 130 1000 E 32ND ST. Loan Number _____________ JOPLIN, MO 64804 JOPLIN, MO 64804 Date 07-20-2002 Maturity Date 07-20-2003 Loan Amount $ 121,325,09 BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of 807653 "I" includes each borrower above, joint and "You" means the lender, its successors and 43-1884668 severally. assigns. - ------------------------------------------------ ------------------------------------------------- ---------------------------------

For value received, I promise to pay to you, or your order, at your address listed above the PRINCIPAL sum of ONE HUNDRED TWENTY ONE THOUSAND THREE HUNDRED TWENTY FIVE AND 09/100 Dollars $121,325.09 [X] Single Advance: I will receive all of this principal sum on 07-20-2002. No additional advances are contemplated under this note. [ ] Multiple Advance: The principal sum shown above is the maximum amount of principal I can borrower under this note. On _______________ ____________ I will receive the amount of $ ________________ and future principal advances are contemplated. Conditions: The conditions for future advances are ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ [ ] Open End Credit: You and I agree that I may borrow up to the maximum amount of principal more than one time. This feature is subject to all other conditions and expires on __________________________________. [ ] Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions). INTEREST: I agree to pay interest on the outstanding principal balance from 07-20-2002 at the rate of 7.00% per year until 07-20-2003 . [ ] Variable Rate: This rate may then change as stated below. [ ] Index Rate: The future rate will be ________________________________ the following index rate: ______________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ [ ] No Index: The future rate will not be subject to any internal or external index. It will be entirely in your control. [ ] Frequency and Timing: The rate on this note may change as often as ___________________________________________________________________________. A change in the interest rate will take effect_________________________. [ ] Limitations: During the term of this loan, the applicable annual interest rate will not be more than _____________________% or less than _____________________%. The rate may not change more than _____________% each ___________________________. Effect of Variable Rare: A change in the interest rate will have the following effect on the payments: |_| The amount of each scheduled ;payment will change |_| The amount of the final payment will change. [ ]________________________________________________________________________. ACCRUAL METHOD: Interest will be calculated on a Actual/360 basis. POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below: [X] on the same fixed or variable rate basis in effect before maturity (as indicated above). [ ] at a rate equal to_____________________________________________________. [X] LATE CHARGE: If a payment is made more than 15 days after it is due, I agree to pay a late charge of 5.000% OF THE LATE AMOUNT WITH A MIN OF $10.00 AND A MAX OF $25.00. [ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which [ ] are [ ] are not included in the principal amount above: _______________________________________________________________________________. PAYMENTS: I agree to pay this note as follows: ON DEMAND, BUT IF NO DEMAND IS MADE THEN 11 MONTHLY PAYMENTS OF $2,408.58 BEGINNING 08-20-2002 AND 1 BALLOON PAYMENT OF $102,772.25 ON 07-20-2003. [X] Unpaid Interest: If checked, then any accrued interest not paid when due (whether due by reason of a schedule of payments or due because of Lender's demand) will become part of the principal thereafter, and will bear interest at the interest rate in effect from time to time as provided for in this agreement. ADDITIONAL TERMS: [X] SECURITY: This note is separately PURPOSE: The purpose of this loan is secured by (describe separate document REFINANCE AND TERM OUT BUSINESS DEBT by type and date): SECURITY AGREEMENT SIGNATURES: I AGREE TO THE TERMS OF DATED 12/18/01; GUARANTY AGREEMENT THIS NOTE (INCLUDING THOSE ON PAGE 2). DATED 12/18/01 I have received a copy on today's date. SIRICOMM, INC. (This section is for your internal use. Failure to list a separate document does not mean the agreement will not secure this note.) Signature for Lender /s/ BRIAN OLLENBURGER /s/ HENRY H. HOFFMAN - ---------------------------------------- ------------------------------- BRIAN OLLENBURGER, VICE PRESIDENT HENRY H. HOFFMAN, PRESIDENT /s/ FRANK E BUCHANAN II - ---------------------------------------- FRANK E BUCHANAN II, ASST VICE PRESIDENT (page 1 of 2)

DEFINITIONS: As used on page 1, "|X|" means the terms that apply (6) I make any written statement or provide any financial to this loan. "I," "me" or "my" means each Borrower who signs information that is untrue or inaccurate at the time it was this note and each other person or legal entity (including provided: (7) I do or fail to doe something which causes guarantors, endorsers, and sureties) who agrees to pay this note you to believe that you will have difficulty collecting the (together referred to as "us"). "You" or "your" means the Lender amount I owe you; (8) any collateral securing this note is and its successors and assigns. used in a manner or for a purpose which threatens APPLICABLE LAW: The law of the state of Missouri will govern confiscation by a legal authority; (9) I change my name or this note. Any term of this note which is contrary to applicable assume an additional name without first notifying you law will not be effective, unless the law permits you and me to before making such a change; (10) I fail to plant, agree to such a variation. If any provision of this agreement cultivate and harvest crops in due seasons if I am a cannot be enforced according to its terms, this fact will not producer of crops; (11) any loan proceeds are used for a affect the enforceability of the remainder of this agreement. No purpose that will contribute to excessive erosion of highly modification of this agreement may be made without your express erodible land or to the conversion of wetlands to produce written consent. Time is of the essence in this agreement. an agricultural commodity, as further explained in 7 C.F.R. PAYMENTS: Each payment I make on this note will first reduce the Part 1940, Subpart G, Exhibit M. amount I owe you for charges which are neither interest nor REMEDIES: If I am in default on this note you have, but principal. The remainder of each payment will then reduce are not limited to, the following remedies: accrued unpaid interest, and then unpaid principal. If you and I (1) You may demand immediate payment of all I owe you agree to a different application of payments, we will describe under this note our agreement on this note. I may prepay a part of, or the (principal, accrued unpaid interest and other entire balance of this loan without penalty, unless we specify to accrued charges). the contrary on this note. Any partial prepayment will not (2) You may set off this debt against any right I have excuse or reduce any later scheduled payment until this note is to the payment of paid in full (unless, when I make the prepayment, you and I agree money from you, subject to the terms of the in writing to the contrary). "Set-Off" paragraph INTEREST: Interest accrues on the principal remaining unpaid herein. from time to time, until paid in full. If I receive the (3) You may demand security, additional security, or principal in more than one advance, each advance will start to additional parties to earn interest only when I receive the advance. The interest rate be obligated to pay this note as a condition in effect on this note at any given time will apply to the entire for not using any other principal advanced at that time. You and I may provide in this remedy. agreement for accrued interest not paid when due to be added to (4) You may refuse to make advances tome or allow principal. Notwithstanding anything to the contrary, I do not purchases on credit agree to pay and you do not intend to charge any rate of interest by me. that is higher than the maximum rate of interest you could charge (5) You may use any remedy you have under state or under applicable law for the extension of credit that is agreed federal law. to here (either before or after maturity). If any notice of By selecting any one or more of these remedies you do not interest accrual is sent and is in error, we mutually agree to give up your right to later use any other remedy. By correct it, and if you actually collect more interest than waiving your right to declare an event to be a default, you allowed by law and this agreement, you agree to refund it to me. do not waive your right to later consider the event as a INDEX RATE: The index will serve only as a device for setting default if it continues or happens again. the rate on this note. You do not guarantee by selecting this COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all index, or the margin, that the rate on this note will be the same costs of collection, replevin or any other or similar type rate you charge on any other loans or class of loans to me or of cost if I am in default. In addition, if you hire an other borrowers. attorney to collect this note, I also agree to pay any fee ACCRUAL METHOD: The amount of interest that I will pay on this you incur with such attorney plus court costs (except where loan will be calculated using the interest rate and accrual prohibited by law). To the extent permitted by the United method stated on page 1 of this note. For the purpose of States Bankruptcy Code, I also agree to pay the reasonable interest calculation, the accrual method will determine the attorney's fees and costs you incur to collect this debt as number of days in a "year." If no accrual method is stated, then awarded by any court exercising jurisdiction under the you may use any reasonable accrual method for calculating Bankruptcy Code. interest. WAIVER: I give up my rights to require you to do certain POST MATURITY RATE: For purposes of deciding when the "Post things. I will not require you to: Maturity Rate" (shown on page 1) applies, the term "maturity" (1) demand payment of amounts due (presentment); means the date of the last scheduled payment indicated on page 1 (2) obtain official certification of nonpayment of this note or the date you accelerate payment on the note, (protest); or whichever is earlier. (3) give notice that amounts due have not been paid SINGLE ADVANCE LOANS: If this is a single advance loan, you and (notice of dishonor); I expect that you will make only one advance of principal. I waive any defenses I have base don suretyship or However, you may add other amounts to the principal if you make impairment of collateral. any payments described in the "PAYMENTS BY LENDER" paragraph OBLIGATIONS INDEPENDENT: I understand that I must pay this below, of if we have agreed that accrued interest not paid when note even if someone else has also agreed to pay it (by, due may be added to principal. for example, signing this form or a separate guarantee or MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you endorsement). You may sue me alone, or anyone else who is and I expect that you will make more than one advance of obligated on this note, or any number of us together, to principal. If this is closed end credit, repaying a part of the collect this note. You may do so without any notice that principal will not entitle me to additional credit. it has not been paid (notice of dishonor). You may without PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, notice release any party to this agreement without charges I am obligated to pay (such as property insurance releasing any other party. If you give up any of your premiums), then you may treat those payments made by you as rights, with or without notice, it will not affect my duty advances and add them to the unpaid principal under this note, or to pay this note. Any extension of new credit to any of you may demand immediate payment of the charges. us, or renewal of this note by all or less than all of us SET-OFF: I agree that you may set off any amount due and payable will not release me from my duty to pay it. (Of course, you under this note against any right I have to receive money from are entitled to only one payment in full.) I agree that you. you may at your option extend this note or the debt "Right to receive money from you" means: represented by this note, or any portion of the note or (1) any deposit account balance I have with you; debt, from time to time without limit or notice and for any (2) any money owned to me on an item presented to you or in term without affecting my liability for payment of the note. your possession for collection or exchange; and I will not assign my obligation under this agreement without (3) any repurchase agreement or other nondeposit obligation. your prior written approval. "Any amount due and payable under this note" means the total CREDIT INFORMATION: I agree and authorize you to obtain amount of which you are entitled to demand payment under the terms credit information about me from time to time (for example, of this note at the time you set off. This total includes any by requesting a credit report) and to report to others your balance the due date of which you properly accelerate under this credit experience with me (such as a credit reporting note. agency). I agree to provide you, upon request, any financial If my right to receive money from you is also owned by statement or information you may deem necessary. I warrant someone who has not agreed to pay this note, your right of that the financial statements and information I provide to set-off will apply to my interest in the obligation and to any you are or will be accurate, correct and complete. NOTICE: other amounts I could withdraw on my sole request or Unless otherwise required by law, any notice to me shall be endorsement. Your right of set-off does not apply to an account given by delivering it or by mailing it by first class mail or other obligation where my rights are only as a addressed to me at my last known address. My current address representative. It also does not apply to any Individual is on page 1. I agree to inform you in writing of any change Retirement Account or other tax-deferred retirement account. in my address. I will give any notice to you by mailing it You will not be liable for the dishonor of any check when the first class to your address stated on page 1 of this dishonor occurs because you set off this debt against any of my agreement, or to any other address that you have designated. accounts. I agree to hold you harmless from any such claims COLLATERAL PROTECTION INSURANCE: If insurance on collateral arising as a result of your exercise of your right of set-off. is required by my agreement with you and I do not provide REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by evidence of the required coverage, you may purchase real estate or a residence that is personal property, the insurance at my expense to protect your interests in my existence of a default and your remedies for such a default will collateral. This insurance may, but need not, protect my be determined by applicable law, by the terms of any separate interests. The coverage that you purchase may not pay any instrument creating the security interest and, to the extent not claim that I make or any claim that is made against me in prohibited by law and not contrary to the terms of the separate connection with the collateral. I may later cancel any security instrument, by the "Default" and "Remedies" paragraphs insurance purchased by you, but only after providing herein. evidence that I have obtained insurance as required by our DEFAULT: I will be in default if any one or more of the agreement. If you purchase insurance for the collateral, I following occur: (1) I fail to make a payment on time or in the will be responsible for the costs of that insurance, amount due: (2) I fail to keep the property insured, if required; including the insurance premium, interest and any other (3) I fail to pay, or keep any promise, on any debt or agreement charges you may impose in connection with the placement of I have with you; (4) any other creditor of mine attempts to the insurance, until the effective date of the cancellation collect any debt I owe him through court proceedings; (5) I die, or expiration of the insurance. The costs of the insurance am declared incompetent, make an assignment for the benefit of may be added to my total outstanding balance or obligation. creditors, or become insolvent (either because my liabilities The costs of the insurance may be more than the cost of exceed my assets or I am unable to pay my debts ads they become insurance I may be able to obtain on my own. due); - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- DATE OF PRINCIPAL BORROWER'S PRINCIPAL PRINCIPAL INTEREST INTEREST INTEREST TRANSACTION ADVANCE INITIALS PAYMENTS BALANCE RATE PAYMENTS PAID (not THROUGH required) - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- / / $ $ $ % $ / / - ---------------- --------------------- ------------ ------------------- ------------------- --------- ------------------ ----------- (page 2 of 2)