Exhibit 10.1


 


PROMISSORY NOTE


(Commercial — Single
Advance)


 


DATE AND PARTIES. The date of this Promissory Note (Note) is
January 11,2008. The parties and their addresses are:


 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CROWN BANK

  	
   

  
	
   

  	
   

  	
  601 Marquette Avenue,

  	
   

  
	
   

  	
   

  	
  Ste 125 Minneapolis,

  	
   

  
	
   

  	
   

  	
  Minnesota 55402

  	
   

  
	
   

  	
   

  	
  Telephone: (612)

  	
   

  
	
   

  	
   

  	
  746-5050

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B0RROWER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOUTHWEST CASINO & HOTEL 

  	
   

  
	
   

  	
   

  	
  CORPORATION

  	
   

  
	
   

  	
   

  	
  a Minnesota Corporation

  	
   

  
	
   

  	
   

  	
  2001 KILLEBREW DRIVE SUITE 

  	
   

  
	
   

  	
   

  	
  350 BLOOMINGTON Minnesota 

  	
   

  
	
   

  	
   

  	
  55425

  	
   

  



 


1. DEFINITIONS. As used in this Note. the terms have the following
meanings:


 


A. Pronouns. The pronouns “1,” “me,” and “my” refer
to each Borrower signing this Note, individually and together.  “You” and “Your” refer to the Lender.


 


B. Note. Note refers to this document. and any
extensions, renewals. modifications and substitutions of this Note.


 


C. Loan. Loan refers to this transaction
generally, including obligations and duties arising from the terms of all
documents prepared or submined for this transaction such as applications.
security agreements, disclosures or notes, and this Note.


 


D. Loan Documents. Loan Documents refer to all the
documents executed as a pan of or in connection with the Loan.


 


E. Property. Property is any property, real. personal
or intangible, that secures my performance of the obligations of this Loan.


 


F. Percent. Rates and rate change limitations are
expressed as annualized percentages.


 


2. PROMISE TO PAY. For value received. I promise to pay you or your
order, at your address, or at such other location as you may designate. the
principal sum of
$                    
(Principal) plus interest from January 11, 2008 on the unpaid Principal balance
until this Note matures or this obligation is accelerated.


 


3. INTEREST. Interest will accrue on the unpaid Principal balance
of this Note at the rate of 8.75 percent (Interest Rate) until January 12,
2008, after which time it may change as described in the Variable Rate
subsection ..


 


A. Interest After Default. If you declare a default under the terms
of the Loan, including for failure to pay in full at maturity, you may increase
the Interest Rate otherwise payable as described in this section. In such
event, interest will accrue on the unpaid Principal balance of this Note at a
rate equal to the rate in effect prior to default, plus.2.000 percent. until
paid in full.


 


B. Maximum Interest Amount. Any amount assessed or collected as
interest under the terms of this Note will be limited to the maximum lawful
amount of interest allowed by state or federal law, whichever is greater.
Amounts collected in excess of the maximum lawful amount will be applied first
to the unpaid Principal balance. Any remainder will be refunded to me.


 


C. Statutory Authority. The amount assessed or collected on this
Note is authorized by the Minnesota usury laws under Minn. Stat. § 47.59.


 


D. Accrual. Interest accrues using an Actual/360
days counting method.


 


E. Variable Rate. The Interest Rate may change during the
term of this transaction.


 


(1) Index. Beginning with the first Change Date,
the Interest Rate will be based on the following index: the base rate on
corporate loans posted by at least 75% of the 30 largest·U.S. banks known as
the Wall Street Journal U.S. Prime Rate.


 


The Current index is the most recent index figure available
on each Change Date. You do not guaranty by selecting this index, or the
margin, that the Interest Rate on this Note will be the same rate you charge on
any other loans or class of loans you make to me or other borrowers. If this
Index is no longer available, you will substitute a similar index. You will
give me notice of your choice,


 


(2) Change Date. Each date on which the
Interest Rate may change is called a Change Date. The Interest Rate may change
January 12. 2008 and daily thereafter.


 


(3) Calculation Of Change. On each Change Date
you will calculate the Interest Rate, which will be the Current Index plus
1.500 percent. The result of· this calculation will be rounded up to the
nearest .001 percent. Subject to any limitations, –this will be the Interest
Rate until the next Change Date. The new Interest Rate will become effective on
each Change Date. The Interest Rate and other charges on this Note will never
excaed the highest rate or charge allowed by law for this Note.


 


(4) Limitations. The lnterest Rate changes are
subject to the following limitations:


 


(a) Lifetime. The Interest Rate will never be
less than 7.000 percent.


 


(5) Effect Of Variable Rate. A change in the
Interest Rate will have the following effect on the payments: The amount of scheduled
payments will change.


 


4. ADDITIONAL CHARGES. As additional consideration, I agree to
pay, or have paid, these additional fees and charges:


 


A. Nonrefundable Fees and
Charges. The
following fees are earned when collected and will not be refunded if I prepay
this Note before the scheduled maturity date.


 


ORIGINATION FEE. A(n) ORIGINATION FEE fee of
$         payable from separate funds
on or before today’s date.


 


5. REMEDIAL CHARGES. In addition to interest or other finance
charges, I agree that I will pay these additional fees based on my method and
pattern of payment. Additional remedial charges may be described elsewhere in
this Note.


 


A. Late Charge. If a payment is more than 10 days late,
I will be charged 5.000 percent of the Unpaid Portion of Payment. I will pay
this late charge promptly but only once for each late payment. This amount may
then increase so as to always be the highest amount allowed by law under
Minnesota Statutes § 47.59.


 


6. PAYMENT. I agree to pay this Note on demand, but if no demand
is made, I agree to pay as follows: 12 INTEREST ONLY PAYMENTS BEGINNING
FEBRUARY 11 2008 AND CONTINUING AT MONTHLY TIME INTERVALS THEREAFTER. BEGINNING
ON FEBRUARY 11, 2009 THE PAYMENT METHOD WILL CHANGE TO PRINCIPAL PAYMENTS OF
$                 PLUS
ANY OUTSTANDING INTEREST PER MONTH UNTIL THE MATURITY DATE OF JAUARY 11,2010.


 


Payments will be rounded up to the nearest $.01. With the final payment
I also agree to pay any additional fee or charges owing and the amount of any
advances you have made to others on my behalf. Payments scheduled to be paid on
the 29th, 30th or 31st day of a month that contains no such day will, instead,
be made on the last day of such month.


 


Each payment I make on this Note will be applied first to interest that
is due then to principal that is due, and finally to any charges that I owe
other than principal and interest. If you and I agree to a different
application of payments, we will describe our agreement on this Note. You may
change how payments are applied in your sole discretion without notice to me.
The actual amount of my final payment will depend on my payment record.


 


7. PREPAYMENT. I may prepay this loan in full  or in part at any time. Any partial
prepayment will not excuse any later scheduled payments until I pay in full.


 


8. LOAN PURPOSE. The purpose of this loan is FUND BUSINESS
INVESTMENTS.


 


9. DEFAULT. I understand that you may demand payment any time at
your discretion. For example. you may demand payment in full If any of the
following occur:


 


A. Payments. I fail to make a payment in full when
due.


 


B. Insolvency or Bankruptcy. The death, dissolution or insolvency of,
appointment of a receiver by or on behalf of, application of any debtor relief
law, the assignment for the benefit of creditors by or on behalf of, the
voluntary or involuntary termination of existence by, or the commencement of
any proceeding under any present or future federal or state insolvency,
bankruptcy, reorganization, composition or debtor relief law by or against me
or any co-signer, endorser, surety or guarantor of this Note or any other
obligations I have with you.


 


C. Death or Incompetency. I die or am declared legally
incompetent.


 


D. Business Termination. I merge, dissolve. reorganize, end my
business or existence, or a partner or majority owner dies or is declared
legally incompetent.


 


E. Failure to Perform. I fail to perform any condition or to
keep any promise or covenant of this Note.


 


F. Other Documents. A default occurs under the terms of any
other Loan Document.


 


G. Other Agreements. I am in default on any other debt or
agreement I have with you.


 


H. Misrepresentation. I make any verbal or written statement
or provide any financial information that is untrue, inaccurate, or conceals a
material fact at the time it is made or provided.


 


I. Judgment. I fail to satisfy or appeal any Judgment
against me.


 


J. Forfeiture. The Property is used in a manner or for
a purpose that threatens confiscation by a legal authority.


 


K. Name Change. I change my name or assume an additional
name without notifying you before making such a change.


 


L. Property Tranfer. I transfer all or a substantial part of
my money or property.


 


M. Property Value. You determine in good faith that the
value of the Property has declined or is impaired.


 


N. Material Change. Without first notifying you, there is a
material change in my business, including ownership, management, and financial
conditions.


 


 

















 


 


O. lnsecurity. You determine in good faith that a
material adverse change has occurred in my financial condition from the
conditions set forth in my most recent financial statement before the date of
this Note or that the prospect for payment or performance of the Loan is
impaired for any reason.


 


10. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the
entire balance of this Note to be due and payable upon the creation of, or
contract for the creation of, any lien, encumbrance, transfer or sale of all or
any part of the Property. This right is subject to the restrictions imposed by
federal law (12 C.F.A. 591), as applicable.


 


11. WAIVERS AND CONSENT. To the extent not prohibited by law, I
waive protest, presentment for payment, demand, notice of acceleration, notice
of intent to accelerate and notice of dishonor.


 


A. Additional Waivers By
Borrower. In addition,
I, and any party to this Note and Loan, to the extent permitted by law, consent
to certain actions you may take, and generally waive defenses that may be
available based on these actions or based on the status of a party to this
Note,


 


(1) You may renew or extend payments on this
Note, regardless of the number of such renewals or extensions


 


(2) You may release any Borrower, endorser,
guarantor, surety, accommodation maker or any other co-signer.


 


(3) You may release, substitute or impair any
Property securing this Note.


 


(4) You, or any institution participating in this
Note, may invoke your right of set-off.


 


(5) You may enter into any sales, repurchases or
participations of this Note to any person in any amounts and I waive notice of
such sales, repurchases or participations.


 


(6) I agree that any of us signing this Note as a
Borrower is authorized to modify the terms of this Note or any instrument
securing, guarantying or relating to this Note.


 


B. No Waiver By Lender. Your course of dealing, or your
forbearance from, or delay in, the exercise of any of your rights, remedies,
privileges or right to insist upon my strict performance of any provisions
contained in this Note, or any other Loan Document, shall not be construed as a
waiver by you, unless any such waiver is in writing and is signed by you.


 


12. REMEDIES. After I default, you may at your option do anyone or
more at the following.


 


A. Acceleration. You may make all or any part of the
amount owing by the terms of this Note immediately due.


 


B. Sources. You may use any and all remedies you
have under State or federal law or in any loan Document


 


C. Insurance Benefits. You may make a claim for any and all
insurance benefits or refunds that may be available on my default


 


D. Payments Made On My Behalf. Amounts advanced on my behalf will be
immediately due and may be added to the balance owing under the terms of this
Note, and accrue interest at the highest post-maturity interest rate.


 


E. Attachment. You may attach or garnish my wages or
earnings.


 


F. Set-Off. You may use the right of set-off. This
means you may set-off any amount due and payable under the terms of this Note
against any right I have to receive money from you.


 


My right to receive money from you includes any
deposit or share account balance I have with you; any money owed to me on an
item presented to you or in your possession for collection or exchange; and any
repurchase agreement or other non-deposit obligation. “Any amount due and
payable under the terms of this Note” means the total amount to which you are
entitled to demand payment under the terms of this Note at the time you
set-offl.


 


Subject to any other written contract, if my right to
receive money from you is also owned by someone who has not agreed to pay this
Note, your right of set-off will apply to my interest in the obligation and to
any other amounts I could withdraw on my sole request or endorsement.


 


Your right of set-off does not apply to an account or
other obligation where my rights arise only in a representative capacity. It
also does not apply to any Individual Retirement Account or other tax-deferred
retirement account.


 


You will not be liable for the dishonor of any check
when the dishonor occurs because you set-off against any of my accounts. I
agree to hold you harmless from any such claims arising as a result of your
exercise of your right of set·oH.


 


G. Waiver. Except as otherwise required by law, by
choosing anyone or more of these remedies you do not give up your right to use
any other remedy. You do not waive a default if you choose not to use a remedy.
By electing not to use any remedy, you do not waive your right to later
consider the event a default and to use any remedies. If the default continues
or occurs again.


 


13. COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after Default, to the extent
permitted by law, I agree to pay all expenses of collection, enforcement or
protection of your rights and remedies under this Note or any other Loan
Document. Expenses include, but are not limited to, attorneys’ fees, court
costs and other legal expenses. If not paid immediately, these expenses will
bear interest from the date of payment until paid in full at the highest
interest in effect as provided in the terms of this Note. All fees and expenses
will be secured by the Property I have granted to you, jf any. In addition, to
the extent permitted by the United States Bankruptcy Code, I agree to pay the
reasonable attorneys’ fees incurred by you to protect your rights and interests
in connection with any bankruptcy proceedings initiated by or against me ..


 


14. COMMISSIONS. I understand and agree that you or your affiliate I
will earn commissions or fees on any insurance products, and may earn such fees
on other services that I buy through you or your affiliate.


 


15. WARRANTIES·AND REPRESENTATIONS I make to you the following warranties
and representations which will continue as long as this Note is in effect.


 


A. Power. I am duly organized, and validly
existing and in good standing in all jurisdictions in which I operate. I have
the power and authority to enter into this transaction and to carry on my
business or activity as it is now being conducted and, as applicable, am
qualified to do so in each jurisdiction in which I operate.


 


B. Authority. The execution, delivery and performance
of this Note and the obligation evidenced by this Note are within my powers,
have been duly authorized, have received all necessary governmental approval,
will not violate any provision of law, or order of court or governmental agency,
and will not violate any agreement to which I am a party or to which I am or any
of my Property is subject.


 


C. Name and Place of Business. Other than previously disclosed in
writing to you I -have not changed my name or principal place of business within
the last 10 years and have not used any other trade or fictitious name. Without
your prior written consent, I do not and will not use any other name and will
preserve my existing name, trade names and franchises.


 


16. APPLICABLE LAW This Note is governed by the laws of MinNesota, the
United States of America, and to the extent required, by the laws of the
jurisdiction where the Property is located, except to the extent such state
laws are·preempted by federal law. In the event of a dispute, the exclusive forum,
venue and place of jurisdiction wiII be in Minnesota, unless otherwise required
by law.


 


17. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is
independent of the obligation of any other person who has also agreed to pay
it. You may sue me alone, or anyone else who is obligated on the Loan, or any
number of us together, to collect the Loan. Extending the Loan or new
obligations under the loan, will not affect my duty under the Loan and I will
still be obligated·to pay·the Loan. This Note shall inure to the benefit of and
be enforceable by you and your successors and assigns and shall be binding upon
and enforceable against me and my personal representatives, successors, heirs
and assigns,


 


18. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified
by oral agreement. No amendment or modification of this Note is effective
unless made in writing and executed by you and me. This Note and the other loan
Documents are the complete and final expression of the agreement. If any
provision of this Note is unenforceable, then the unenforceable provision will
be severed and the remaining provisions will still be enforceable.


 


19. INTERPRETATION. Whenever used, the singular includes the plural and
the plural includes the singular. The section headings are for convenience only
and are not to be used to interpret or define the terms of this Note.


 


20. NOTICE, FINANCIAL REPORTS AND ADDITIONAL
DOCUMENTS. Unless
otherwise required by law, any notice will be given by delivering it or mailing
it by first class mail to the appropriate party’s address listed in the DATE
AND PARTIES section, or to any other address designated in writing. Notice to
one Borrower will be deemed to be notice to all Borrowers. I will inform you in
writing of any change in my name, address or other application information. I
will provide you any financial statement or information you request. All
financial statements and information I give you will be correct and complete. I
agree to sign, deliver, and file any additional documents or certifications
that you may consider necessary to perfect, continue, and preserve my
obligations under this Loan and to confirm your lien status on any Property.
Time is of the essence.


 


21. CREDIT INFORMATION. I agree to supply you with whatever
information you reasonably request. You will make requests for this information
without undue frequency, and will give me reasonable time in which to supply
the information,


 


22. ERRORS AND OMISSIONS. I agree, if requested by you, to fully
cooperate in the correction, if necessary, in the reasonable discretion of you
of any and all loan closing documents so that all documents accurately describe
the loan between you and me. I agree to assume all costs including by way of
illustration and not limitation, actual expensss, legal fees and marketing
losses for failing to reasonably comply with your requests within thirty (30)
days.


 


23. SIGNATURES. By signing, I agree to the terms contained In this
Note. I also acknowledge receipt of a copy of this Note.


 


	
   

  	
  BORROWER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Individually

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOUTHWEST CASINO & HOTEL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Signer