Exhibit 10.25


 


PROMISSORY NOTE



 


	Principal	Loan Date	Maturity	Loan No	Call
    / Coll	Account	Officer	Initials
	$6,000,000.00	10-13-2011	10-13-2012	104403439	 	 	KWS	RWI
	References
    in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or
    Item. 

Any item above containing "***" has been omitted due to text length limitations.


 


	Borrower:	JBGL Builder Finance LLC	Lender:	INWOOD NATIONAL BANK
	 	3131 Harvard Ave., Ste. 103	 	7621 INWOOD ROAD
	 	Dallas, TX 75205	 	DALLAS, TX 75209
	 	 	 	 


 


	Principal Amount: $6,000,000.00	Date of Note: October 13, 2011


 


PROMISE
TO PAY. JBGL Builder Finance LLC ("Borrower") promises to pay to INWOOD NATIONAL BANK ("Lender"), or
order, in lawful money of the United States of America, the principal amount of Six Million & 00/100 Dollars
($6,000,000.00) or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until repayment of each advance or maturity, whichever
occurs first.


 


CHOICE
OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has been implemented under the "Weekly Ceiling"
as referred to in Sections 303.002 and 303.003 of the Texas Finance Code. The terms, including the rate, or index, formula, or
provision of law used to compute the rate on the Note, will be subject to revision as to current and future balances, from time
to time by notice from Lender in compliance with Section 303.103 of the Texas Finance Code.


 


PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on October 13, 2012. In
addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November
13, 2011, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied to accrued unpaid interest; then to principal; then to any unpaid collection
costs or escrow; and then to any late charges. Lender shall accept payments during regular operation hours of 9 am to 3 pm, Monday
through Friday; except bank holidays. All other payments received will be credited as of the next business day or as otherwise
permitted by law. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.
Notwithstanding any other provision of this Note, Lender will not charge interest on any undisbursed loan proceeds. No scheduled
payment, whether of principal or interest or both, will be due unless sufficient loan funds have been disbursed by the scheduled
payment date to justify the payment.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent
index which is the BANK OF AMERICA PRIME LENDING RATE (the "Index"). The Index is not necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may
designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's
request. The interest rate change will not occur more often than each DAY. Borrower understands that Lender may make loans
based on other rates as well. The Index currently is 3.250% per annum. Interest prior to maturity on the unpaid
principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using
a rate equal to the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in
an initial rate of 4.000%. NOTICE: Under no circumstances will the interest rate on this Note be less than 4.000% per annum
or more than (except for any higher default rate or Post Maturity Rate shown below) the lesser of 18.000% per annum or the
maximum rate allowed by applicable law. For purposes of this Note, the "maximum rate allowed by applicable law"
means the greater of (A) the maximum rate of interest permitted under federal or other law applicable to the indebtedness
evidenced by this Note, or (B) the "Weekly Ceiling" as referred to in Sections 303.002 and 303.003 of the Texas
Finance Code.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over
a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance
is outstanding, unless such calculation would result in a usurious rate, in which case interest shall be calculated on a per diem
basis of a year of 365 or 366 days, as the case may be. All interest payable under this Note is computed using this method. This
calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note.


 


PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise,
required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it
is due. Prepayment in full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid
interest and all other amounts, costs and expenses for which Borrower is responsible under this Note or any other agreement
with Lender pertaining to this loan, and in no event will Borrower ever be required to pay any unearned interest. Early payments
will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued
unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked
"paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept
it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations
or as full satisfaction of a disputed amount must be mailed or delivered to: INWOOD NATIONAL BANK, 7621 INWOOD ROAD DALLAS, TX
75209.


 


LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 1.00% of the regularly scheduled payment.


 


POST
MATURITY RATE. The Post Maturity Rate on this Note is the lesser of (A) the maximum rate allowed by law or (B) 18.000%.
Borrower will pay interest on all sums due after final maturity, whether by acceleration or otherwise, at that
rate.


 


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default") under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note, and such payment remains unpaid for 5 days from said
due date.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in
this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Borrower, and such failure to comply continues for a period of 10 days
following written notice from Lender to Borrower.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Death
or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower,
the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is
the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,
in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Adverse
Change. A material adverse change occurs in Borrower's financial condition, which would materially adversely affect Borrower's
ability to pay and perform its obligations hereunder. 


 


Cure
Provisions. An Event of Default may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such
default; (1) cures the default within twenty (20) days; or (2) if the cure requires more than twenty (20) days, immediately initiates
steps which Lender deems in Lender's sole discretion to be sufficient to cure the Event of Default and
thereafter continues and completes all reasonable and necessary steps sufficient to
produce compliance as soon as reasonably practical.


 


LENDER'S
RIGHTS. During the continuance of an Event of Default which remains uncured after cure provisions terminate,
Lender may declare the entire indebtedness, including the unpaid principal balance under this Note, all  accrued unpaid
interest, and all other amounts costs and expenses for which Borrower is responsible under this Note or any other agreement
with Lender pertaining to this loan, immediately: due, without notice, and then Borrower will pay that amount.


 




    	 



    	 



    

 


	 	PROMISSORY NOTE	 
	Loan No: 104403439	(Continued)	Page 2


 


ATTORNEYS'
FEES; EXPENSES. Lender may hire an attorney to help collect this Note if Borrower does not pay, and Borrower will pay Lender's
reasonable attorneys' fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees
for filing, recording, releasing to any public office any instrument securing this Note; the reasonable cost actually expended
for repossessing, storing, preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate
of title to any motor vehicle offered as security for this Note, or premiums or identifiable charges received in connection with
the sale of authorized insurance.


 


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Texas without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of
Texas.


 


CHOICE
OF VENUE. If there is a lawsuit, and if the transaction evidenced by this Note occurred in DALLAS County, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of DALLAS County, State of Texas.


 


DISHONORED
CHECK CHARGE. Borrower will pay a processing fee of $25.00 if any check given by Borrower to Lender as a payment on this loan
is dishonored.


 


COLLATERAL.
Borrower acknowledges this Note is secured by BLANKET LIEN ON THE BORROWER'S EXISTING AND FUTURE NOTES RECEIVABLE.


 


LINE
OF CREDIT. This Note evidences a revolving line of credit and may be repaid and reborrowed. Advances under this Note
must be requested in writing by James Brickman. All communications, instructions, or directions by telephone or otherwise to
Lender are to be directed to Lender's office shown above. The following person or persons are authorized to request advances
and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written
notice of revocation of such authority: Mathew C. Baynham, President and James R. Brickman, Manager of JBGL Builder
Finance LLC. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an
authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: an
Event of Default has occurred and is continuing beyond any applicable notice and cure periods set  forth in the Loan
Documents. This revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code.


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate
information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(ies)
should be sent to Lender at the following address: INWOOD NATIONAL BANK 7621 INWOOD ROAD DALLAS, TX 75209.


 


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not
agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively
referred to herein as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan,
which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this
loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Texas (as applicable).
Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the
principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. The right to accelerate
maturity of sums due under this Note does not include the right to accelerate any interest which has not otherwise accrued on the
date of such acceleration, and Lender does not intend to charge or collect any unearned interest in the event of acceleration.
All sums paid or agreed to be paid to Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the full term of the loan evidenced by this Note until
payment in full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the applicable usury
ceiling. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment,
notice of dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this
Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the collateral without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 


	JBGL BUILDER FINANCE LLC	 
	 	 	 
	By:	/s/ James R. Brickman	 
	 	James R. Brickman, Manager of JBGL Builder	 
	 	Finance LLC	 


 


	LENDER:	 
	 	 
	INWOOD NATIONAL BANK	 
	 	 
	X		 
	 	Authorized Signer	 
	 	 	 
	 	 	 





LASER
PRO Lending. Ver. 5.57.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2011. All Rights Reserved. - TX R:\HARLAND\CFI\LPL\D20.FC
TR-20546 PR-34