ex_102.htm


    *0000000000048891LP095506112009*

     

    PROMISSORY
NOTE

    


    
      	
              Principal

            	
              Loan
      Date

            	
              Maturity

            	
              Loan
      No

            	
              Call
      / Coll

            	
              Account

            	
              Officer

            	
              Initials

            


    

    


    
      	
              $6,000,000.00

            	
              07-06-2009

            	
              06-13-2014

            	
              48891LP

            	
              04A0
      / 17

            	
              87111489

            	
              11013

            	 
      


    

     

    References
above are for Lender's use only and do not limit the applicability of this
document to any particular loan or item.

    


    
      	
              Borrower:

            	
              Prime
      Financial Corporation

              16
      S Pennsylvania Ave

              Oklahoma
      City, OK  73107

            	
              Lender:

            	
              INTRUST
      Bank, N.A.

              105
      N Main

              P.
      O. Box One

              Wichita,
      KS  67202

              (316)
      383-1111

            


    

    


    
      	
              Principal
      Amount:  $6,000,000.00

            	
              Date
      of Note:  July 6, 2009

            


    

    


     

    PROMISE
TO PAY.  Prime Financial Corporation ("Borrower") promises to pay to
INTRUST Bank, N.A. ("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), together with interest on the unpaid principal balance from
July 6, 2009, calculated as described in the "INTEREST CALCULATION METHOD"
paragraph using an interest rate of 5.500% per annum based on a year of 360
days, until paid in full.  The interest rate may change under the
terms and conditions of the "INTEREST AFTER DEFAULT" section.

     

    PAYMENT.  Borrower
will pay this loan in 60 payments of $114,866.22 each
payment.  Borrower's first payment is due July 13, 2009, and all
subsequent payments are due on the same day of each month after
that.  Borrower's final payment will be due on June 13, 2014, and will
be for all principal and all accrued interest not yet paid.  Payments
include principal and interest.  Unless otherwise agreed or required
by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; then to any late charges; and then to any unpaid
collection costs.  Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing.

     

    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.  All interest
payable under this Note is computed using this method.

     

    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.  Early
payments will not, unless agreed to by Lender in writing or unless the Loan is
paid in full, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule.  Rather, early payments will
reduce the principal balance due and may result in Borrower's making fewer
payments.  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:  INTRUST Bank, N.A., Commercial Loans Dept.,
Attn:  Final Payment Clerk, 105 N. Main Wichita,
KS  67202.

     

    LATE CHARGE.  If a
payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the
regularly scheduled payment or $100.00, whichever is less.

     

    INTEREST AFTER
DEFAULT.  Upon default, including failure to pay upon final
maturity, the interest rate on this Note shall be increased by 2.000 percentage
points.  However, in no event will the interest rate exceed the
maximum interest rate limitations under applicable law.

     

    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 that is not cured within 2 business days after notice.

     

    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 that is not cured within 10 business days after notice.

     

    Default in Favor of Third
Parties.  Borrower or any Grantor defaults, which default has
not been waived or cured, under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that may materially affect any of Borrower's property
or Borrower's ability to repay this Note or perform Borrower's obligations under
this Note or any of the related documents.

     

    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.

     

    Insolvency.  The
dissolution or termination of Borrower's existence as a going business, 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 that is not dismissed within 60
days.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 of any of the indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any
guaranty of the indebtedness evidenced by this Note.

     

    Change In
Ownership.  Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower, unless all of the stock is
transferred to an affiliate of Borrower.

     

    Insecurity.  Lender
in good faith believes itself insecure.

     

    LENDER'S
RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.

     

    ATTORNEYS' FEES;
EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that
amount.  This includes, subject to any limits under applicable law,
Lender's attorneys' fees and Lender's legal expenses, whether or not there is a
lawsuit, including without limitation all attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals.  If not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other sums provided
by law.

     

    JURY
WAIVER.  Lender and Borrower hereby waive the right to any jury trial
in any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.

     

    GOVERNING
LAW.  With respect to interest (as defined by federal 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 Kansas without regard to its
conflicts of laws provisions.  In all other respects, 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 Oklahoma without regard to its
conflicts of law provisions. The loan transaction that is evidenced by this Note
has been approved, made, and funded, and all necessary loan documents have been
accepted by Lender in the State of Kansas.

     

    CHOICE OF VENUE.  If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of Sedgwick County, State of Kansas.

     

    DISHONORED ITEM
FEE.  Borrower will pay a fee to Lender of $30.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later 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, and, at Lender's option, to administratively freeze
all such accounts to allow Lender to protect Lender's charge and setoff rights
provided in this paragraph.

     

    COLLATERAL.  Borrower
acknowledges this Note is secured by

    Security
Agreement dated 06/30/09 covering all of the personal property, equipment or
inventory generally described on Exhibit "A" thereto, whether classified as
equipment, inventory, accounts, contract rights, leases or general intangibles
including all modifications, additions, replacements or substitutions thereto,
together with all accessories, accessions, rebates and attachments, in whole or
in  part, any related software (embedded or otherwise), all general
intangibles, leases, accounts, contract rights, or any other property or rights,
relating thereto or arising therefrom;

     

    Assignment
of Leases dated 06/30/09;

     

    Subordination
Agreement dated 06/30/09.

     

    FINANCIAL STATEMENTS. Borrower
covenants and agrees with Lender that Borrower will furnish to
Lender,  in a form satisfactory to Lender, such financial information
and statements as Lender may request from time to time, including, without
limitation, balance sheet and income statements on a periodic basis and tax
returns.  Borrower further covenants and agrees with Lender that all
financial information and statements provided to Lender shall be prepared in
accordance with generally accepted accounting principles, consistently applied,
and shall be certified by Borrower as being true and
correct.  Borrower agrees to deliver financial information and
statements requested by Lender no later than thirty (30) days after Lender's
request for such information.

     

    TERMS AND FEES IF REFINANCED.
Borrower acknowledges that lender is under no obligation to refinance this Note
upon its maturity.  Any refinance shall be at Lender's sole option and
may include terms and conditions that differ materially from those contained in
this Note.  Upon refinance, Bank may impose such fees and charges as
the Bank deems appropriate, including, without limitation, a refinance fee, and
if this Note evidences a line of credit, an unused commitment fee.

     

    BORROWER'S AUTHORIZATION TO
LENDER. Borrower hereby authorizes Lender, without notice, to sell,
transfer, assign or grant participation in all or any part of Borrower's
indebtedness evidenced by this Note.

     

    REPLACEMENT OF LATE CHARGE
PROVISION. The Late Charge provision set forth on Page 1 of this Note is
hereby deleted and replaced with the following language:  "If a
payment is 10 days or more late, Borrower will be charged 5% of the unpaid
portion of the regularly scheduled payment or $100.00 whichever is
less.

     

    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.

     

    GENERAL
PROVISIONS.  If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note.  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,
and notice of dishonor.  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; and take any other action deemed necessary
by Lender 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.  BORROWER AGREES TO THE TERMS OF THE NOTE.

     

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

     

    BORROWER:PRIME
FINANCIAL CORPORATION

     

    NOTICE:
This is a facsimile of the Promissory Note that was previously executed and
delivered.  It is not intended to be executed or negotiated and any
attempt to do so will be void.

    


    By:
_____________________________________________

    Tony
Shelby, Vice President of Prime Financial Corporation