Exhibit 10.26


 


 


PROMISSORY
NOTE


 


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$8,000,000.00	10-13-2012	10-13-2013	104403439	 	 	KWS	 
	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: $8,000,000.00	Date
    of Note: October 13, 2012


 


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 Eight Million & 00/100 Dollars ($8,000,000.00) 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 Celling”
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 full immediately upon Lender’s demand. If no demand is made, Borrower will pay this loan in
one payment of all outstanding principal plus all accrued unpaid interest on October 13, 2013. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November 13, 2012, 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 5.000% 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.


 


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.


 


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.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


Cure
Provisions. If any default, other than a default in payment is curable, it 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
default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably
practical.


 


LENDER’S
RIGHTS. Upon default, 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.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all
accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which
setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all
sums owing on the Indebtedness against any and all such accounts.


 


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. Advances under this Note may be requested orally by Borrower or
as provided In this paragraph. All oral requests shall be confirmed in writing on the day of the request. 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: 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: (A) Borrower or any guarantor is in default under the terms
of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with
the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other loan with Lender; (D) Borrower
has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith
believes itself insecure. This revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code.


 


RENEWAL
AND EXTENSION. This Note is given in renewal and extension and not in novation of the following described indebtedness: TO
MODIFY AND INCREASE AN EXISTING REVOLVING LINE OF CREDIT #104403439.


 


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(les)
should be sent to Lender at the following address: INWOOD NATIONAL BANK 7621 INWOOD ROAD DALLAS, TX 75209.


 


GENERAL
PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender’s right to declare payment of this Note on its demand. 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
    B. Brickman	 
	 	James B. Brickman, Manager of JBGL
    Builder Finance LLC	 


 


	LENDER:	 
	 	 
	INWOOD NATIONAL BANK	 



 


	X		 
	 	Authorized Signer	 





	 	 	 






	LASER PRO Lending, Ver.
    12.3.10.002 Copr, Harland Financial Solution. Inc, 1997, 2012. All Rights Reserved. - TX R:\HARLAND\CFI\LPL\D20.FC TR-21918
    PR-34


 


		*	The attached Addendum to Promissory Note is hereby incorporated
by reference and Borrower would not execute this Note and enter into the Loan without the attached Addendum being made a part
hereof.



  




    	 



    	 



    

 


Addendum





Promissory
Note 


JBGL
Builder Finance, LLC 


Inwood
National Bank loan #1044034-39


 


This
Addendum is attached to and made a part of that certain Promissory Note dated October 13, 2012, between JBGL Builder Finance, LLC,
as Borrower and Inwood National Bank, as Lender (the “Note”). The Note is hereby modified and amended in the following
respects:


 


PAYMENT
- delete at beginning of paragraph, “Borrower will pay this loan in full immediately upon Lender’s demand. If no
demand is made,”


 


VARIABLE
INTEREST RATE - line 3, between “substitute” & “”index” insert “comparable prime
rate”


 


LATE
CHARGE - delete “5.000%” and replace with “1.000%”


 


DEFAULT


 


Payment
Default - at the end of sentence add “, and such payment remains unpaid for 5 days from said due date.”


 


Other
Defaults - at the end of sentence add “, and failure to comply continues for a period of 10 days following written
notice from Lender to Borrower.”


 


Events
Affecting Guarantor - delete this section in its entirety.


 


Adverse
Change - delete “or Lender believes the prospect of payment or performance of this Note is impaired” and replace
with “which would materially affect Borrower’s ability to pay and perform its obligations hereunder.


 


Insecurity
- delete this section in its entirety


 


Cure
Provisions - line 1, delete “If any default, other than a default in payment is curable, it” and replace with “An
Event of Default” line 3 - between the words “the” & “default” insert “event of”


 


LENDER’S
RIGHTS - line 1, delete “Upon default” and replace with “During the continuance of an Event of Default which
remains uncured after Cure Provisions terminate”


 


RIGHT
OF SETOFF - delete this section in its entirety


 


LINE
OF CREDIT - line 1, at the end of first sentence, insert “and may be repaid and re-borrowed.”


delete
“may” and replace with “must”


delete
“orally by Borrower or as provided in this paragraph. All oral requests shall be confirmed in writing on the day of the request”
and replace with “in writing by James Brickman”


line
8, delete “(A) Borrower or any guarantor is in default under the terms of this note, or any agreement that Borrower or
any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any
guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or
revoke such guarantor’s guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believers itself
insecure.”


and replace with “: an Event of Default has occurred and is continuing beyond any applicable notice
and cure period set forth in the Loan Documents.”


 


GENERAL
PROVISIONS - at the beginning of paragraph, delete “This Note is payable on demand. The inclusion of specific default
provisions or rights of Lender shall not preclude Lender’s right to declare payment of this Note on its demand.”


 






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If any
conflicts exist between the provisions of the Note and this Addendum, the terms of the Addendum shall control.


 


Borrower:


 


	JBGL
Builder Finance, LLC	 
	 	 	 
	By:	/s/ James R. Brickman	 
	 	James R. Brickman,	 
	 	Manager of JBGL Builder Finance, LLC 	 
	 	 	 
	Lender:	 
	 	 	 
	Inwood
National Bank	 
	By:		 
	 	Authorized Signer	 


 








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