EX-10.5



 




Exhibit
10.5



MASTER GRID NOTE




					
	$100,000,000.00
	 	 	 	Executed at Columbus, Ohio
	 
	 	 	 	July 19, 2007





ON DEMAND, for value received, BEF HOLDING CO., INC., a Delaware corporation (“Debtor”) promises to
pay to the order of NATIONAL CITY BANK, a national banking association (“Bank”), having a banking
office at 155 East Broad Street, Columbus, Ohio, at any office of Bank,




ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00)



(or, if less, the unpaid principal balance shown on the reverse side or any allonge thereto or as
recorded in Bank’s loan account records which may be evidenced by computer print-out), in lawful
money of the United States, with interest on each advance hereunder payable on the date such
advance is repaid and on demand, and computed (on the basis of a 360-day year and the actual days
elapsed) at a per annum rate of interest as agreed to by Debtor and Bank at the time of each
request for an advance hereunder and fixed for the duration such advance is outstanding, which rate
of interest shall be confirmed in writing by Bank to Debtor after the date such advance is made.



This note does not of itself constitute a commitment by Bank to make any advance or advances to
Debtor; this note merely represents an arrangement whereby, for Debtor’s convenience, Debtor may
obtain advances without giving Bank a separate note each time. Bank may endorse on the reverse
side (or any allonge thereto or in Bank’s loan account records which may be evidenced by computer
print-out) the date and amount of each advance. Debtor agrees that each such endorsement or
notation shall be prima facie evidence that the advance indicated was made on the date indicated.



There is no limit to the amount of such advances, EXCEPT that the maximum principal balance
outstanding at any one time hereunder shall not exceed the face amount of $100,000,000.00, LESS the
principal balance outstanding under that certain $100,000,000.00 Master Grid Note dated of even
date herewith made by Debtor’s affiliate, BEF REIT, INC., an Ohio corporation, in favor of Bank
(the “BEF REIT Note”). Debtor acknowledges that the effect of the foregoing sentence is to limit
the aggregate principal balance outstanding under this note and the BEF REIT Note to a combined
maximum of $100,000,000.00. For purposes of this paragraph, the “principal balance outstanding”
under this note shall include the sum of (a) the principal amount of all amounts advanced and
outstanding as loans under this note, (b) the principal amount of any requests for advances
submitted to Bank but not yet funded under this note, (c) the face amount of any standby letters of
credit issued by Bank and in effect under this note, and (d) the face amount of any requests for
standby letters of credit submitted to Bank but not yet issued under this note. For purposes of
this paragraph, the “principal balance outstanding” under the BEF REIT Note shall include the sum
of (w) the principal amount of all amounts advanced and outstanding as loans under the BEF REIT
Note, (x) the principal amount of any requests for advances submitted to Bank but not yet funded
under the BEF REIT Note, (y) the face amount of any standby letters of credit issued by Bank and in
effect under the BEF REIT Note, and (z) the face amount of any requests for standby letters of
credit submitted to Bank but not yet issued under the BEF REIT Note.




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This note constitutes a replacement and substitution for that Master Grid Note in the face amount
of $70,000,000.00 and dated November 3, 2004 (the “Previous Note”), which Previous Note was
executed by Debtor in favor of Bank. On the date this note is executed, any outstanding balance
under the Previous Note shall be transferred to and evidenced by this note and said Previous Note
shall be considered refinanced by this note.



No delay or omission on the part of the holder in exercising any right hereunder shall operate as a
waiver of such right or of any other right under this note. If any provision of this note shall be
declared illegal or unenforceable, such provision shall be deemed cancelled to the same extent as
though it never had appeared herein, but the remaining provisions shall not be affected thereby.



Debtor hereby authorizes any attorney at law to appear at any time in any State or Federal court of
record in the United States of America, to waive the issuance and service of process, to confess
judgment against Debtor in favor of the holder of this note for the amount then appearing due,
together with interest and costs of suit, and thereupon to release all errors and waive all rights
of appeal and stays of execution. Should any judgment be vacated for any reason this warrant of
attorney nevertheless may be used for obtaining additional judgments.



This note shall be governed by Ohio law.



WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY
ON TIME A COURT JUDGEMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A
COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.




	 	 	 
	1105 North Market Street

	 	BEF HOLDING CO., INC.,
	Wilmington, Delaware 19899

	 	a Delaware corporation
	(302) 429-0359
	 	 






	 	 	 	 	 
	 

	 	By:	 	/s/ Tod P. Spornhauer 
	 

	 	 	 	 
	 

	 	Print:	 	Tod P. Spornhauer 
	 

	 	 	 	 
	 

	 	Its:	 	Senior Vice President of Finance 
	 

	 	 	 	 






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