EXHIBIT 10.51


    
      
        
          
             

            
              Exhibit
                10.51

              
                 

                TERM
                  NOTE

                


                $4,723,832.18

                Albuquerque,
                  New Mexico

                November
                  30, 2007

                


                FOR
                  VALUE RECEIVED, the undersigned
                  maker BOWLIN TRAVEL CENTERS, INC. ("Borrower") promises to pay
                  to the order of BANK OF THE WEST ("Bank") at such place as the
                  holder hereof may designate, in lawful money of the United States
                  of America and
                  in immediately available funds, the principal sum of Four Million Seven
                  Hundred Twenty Three Thousand Eight Hundred Thirty Two and 18/100
                  dollars
                  ($4,723,832.18), with interest thereon as set forth
                  herein.

                


                Section
                  1.   DEFINITIONS:

                 

                As
                  used
                  herein, the following terms shall have the meanings set forth after
                  each, and
                  any other term defined in this Note shall have the meaning set
                  forth at the
                  place defined:

                 

                (a)      "Business
                  Day" means any day except a Saturday, Sunday or any other day on
                  which the Bank
                  is authorized or required by law to close.

                 

                (b)      "CMT
                  Interest Rate" means at any time the rate of interest calculated
                  as the rate of
                  interest equal to the weekly average yield on U.S. Treasury Securities,
                  adjusted
                  to a constant maturity of five years as published from time to
                  time and made
                  available in Federal Reserve Board Statistical Release H.15 (519)
                  or, if such
                  source is not available, such alternate source as determined by
                  the
                  Bank.

                 

                (c)      “Maturity”
                  means the date the balance of this Note is due and payable in full;
                  November 30,
                  2017.

                


                Section
                  2.   INTEREST:  The outstanding principal balance of
                  this Note shall bear interest (computed on the basis of a 360-day
                  year, actual
                  days elapsed) at a fluctuating rate per annum equal to the CMT
                  Interest
                  Rate:

                 

                
                  	
                        	
                          i)

                        	
                          on
                            the Note date plus 2.50% (currently 5.92%) fixed for
                            five (5) years,
                            and

                        


                

                
                  	
                        	
                          ii)

                        	
                          adjusted
                            on December 1, 2012 to the CMT Interest Rate on such
                            date plus 2.50%
                            fixed, until the Note is paid at
                            Maturity.

                        


                

                


                Section
                  3.   REPAYMENT AND PREPAYMENT:

                 

                (a)      Repayment.  The
                  Note shall be repaid in monthly payments of principal and interest,
                  commencing
                  January 1, 2008:

                 

                
                  	
                        	
                          i)

                        	
                          for
                            January 1, 2008 through December 1, 2012, $33,625.35
                            per month,
                            and

                        


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                   

                  
                    	
                          	
                            ii)

                          	
                            for
                              January 1, 2013 through November 1, 2017, equal monthly
                              payments
                              calculated on principal amortization over a remaining
                              theoretical 15 year
                              maturity plus accrued interest, and

                          


                  

                  
                    	
                          	
                            iii)

                          	
                            at
                              Maturity, a final payment of any unpaid amount due
                              on the
                              Note.

                          


                  

                

                 

                (b)      Application
                  of Payments.  Each payment made on this Note shall be credited
                  first, to any cost and expenses of collection, second to interest
                  then due, and
                  third to the outstanding principal balance hereof.

                 

                (c)      Prepayment.  Borrower
                  may prepay all or any part of the principal on this Note at any
                  time(s) and
                  without any prepayment penalty.

                 

                (d)      Default
                  Interest.  Upon Default and after Maturity, or such earlier date
                  as all principal owing hereunder becomes due and payable by acceleration
                  or
                  otherwise, the outstanding principal balance of this Note shall
                  bear interest
                  until paid in full at an increased rate per annum (computed on
                  the basis of a
                  360-day year, actual days elapsed) equal to four percent (4%) above
                  the rate of
                  interest from time to time applicable to this Note.

                


                Section
                  4.   FINANCIAL COVENANTS:

                 

                (a)     
                  Borrower
                  shall provide to Bank not later than 120 days after and as of the
                  end of each
                  fiscal year, Borrower’s audited financial statements prepared by a certified
                  public accountant acceptable to Bank.

                 

                (b)     
                  Borrower
                  shall provide to Bank Borrower’s interim company prepared statements, not later
                  than 60 days after and as of the end of each fiscal quarter
                  end.  Interim financial statements shall include a balance sheet, a
                  statement of profit and loss and a statement of changes in shareholder's
                  equity,
                  certified as correct by an authorized agent of the Borrower.

                 

                (c)     
                  Borrower
                  shall maintain a minimum Debt Service Coverage ratio of not less
                  than 1.50 to
                  1.00, calculated annually as of Borrower’s fiscal year-end.  For
                  purposes of this calculation, “Debt Service Coverage” ratio means Borrower’s net
                  profits plus depreciation, depletion and amortization, divided
                  by current
                  portion of long term debt.

                


                Section
                  5.   EVENTS OF DEFAULT:

                 

                The
                  occurrence of any of the following shall constitute an "Event of
                  Default" under
                  this Note:

                 

                (a)     
                  The failure to pay any principal, interest, fees or other charges
                  within five
                  (5) days of the date due under this Note.

                


                (b)     
                  Any
                  default, or any failure to perform or observe any requirement,
                  term or condition
                  under this Note or any mortgage, contract, instrument or document
                  executed in
                  connection with this Note (other than the payment of money under
                  subparagraph
                  (a), above):

                 

                
                  
                    
                    

                  

                  
                    2

                    
                      

                    

                  

                  
                    
                    

                  

                   

                  
                    	
                          	
                            i)

                          	
                            immediately
                              if such failure or non-compliance is not susceptible
                              to cure,
                              or

                          


                  

                  
                    	
                          	
                            ii)

                          	
                            if
                              such failure or non-compliance is susceptible to cure,
                              30 days after
                              written notice from Bank of such failure or
                              non-compliance.

                          


                  

                   

                

                (c)     
                  The filing of a petition by or against Borrower, under any provisions
                  of the
                  Bankruptcy Reform Act, Title 11 of the United States Code, as amended
                  or
                  recodified from time to time, or under any similar or other law
                  relating to
                  bankruptcy, insolvency, reorganization or other relief for debtors;
                  the
                  appointment of a receiver, trustee, custodian or liquidator of
                  or for any part
                  of the assets or property of Borrower or Borrower becomes insolvent,
                  makes a
                  general assignment for the benefit of creditors or is generally
                  not paying its
                  debts as they become due; or any attachment or like levy in excess
                  of $50,000 on
                  any property of Borrower.

                 

                (d)     
                  The dissolution, merger, or liquidation of Borrower.

                 

                (e)     
                  Any default in the payment or performance of any obligation under
                  which Borrower
                  has incurred any obligation to any third party, in an amount or
                  claim exceeding
                  $50,000, but excluding any alleged default as to which Borrower
                  claims or
                  asserts a legitimate defense and is actively defending or disputing
                  such
                  claim.

                 

                (f)      Any
                  financial statements or information provided by Borrower to Bank
                  proves to be
                  incorrect, false or misleading in any material respect.

                 

                (g)
                       Any sale or transfer of Borrower’s business or
                  assets which represent or generate more than 25% of Borrower’s gross annual
                  revenues.

                


                Section
                  6.   COLLATERAL:  Repayment of this Note is secure by
                  the grant of mortgage liens on certain of Borrower’s real properties, and any
                  collateral or lien interests granted hereafter.

                


                Section
                  7.   MISCELLANEOUS:

                 

                (a)      Remedies.  Upon
                  the sale, transfer, hypothecation, assignment or other encumbrance,
                  whether
                  voluntary, involuntary or by operation of law, of all or any interest
                  in any
                  real property securing this Note, or upon the occurrence of any
                  Event of
                  Default, the holder of this Note, at the holder's option, may declare
                  all sums
                  of principal and interest outstanding hereunder to be immediately
                  due and
                  payable without presentment, demand, notice of nonperformance,
                  notice of
                  protest, protest or notice of dishonor, all of which are expressly
                  waived by
                  each Borrower.  Each Borrower shall pay to the holder immediately upon
                  demand the full amount of all payments, advances, charges, costs
                  and expenses,
                  including reasonable attorneys' fees (to include outside counsel
                  fees and all
                  allocated costs of the holder's in-house counsel), expended or
                  incurred by the
                  holder in connection with the enforcement of the holder's rights
                  and/or the
                  collection of any amounts which become due to the holder under
                  this Note, and
                  the prosecution or defense of any action in any way related to
                  this Note,
                  including without limitation, any action for declaratory relief,
                  whether
                  incurred at the trial or appellate level, in an arbitration proceeding
                  or
                  otherwise, and including any of the foregoing incurred in connection
                  with any
                  bankruptcy proceeding (including without limitation, any adversary
                  proceeding,
                  contested matter or motion brought by Bank or any other person)
                  relating to any
                  Borrower or any other person or entity.

                 

                
                  
                    
                    

                  

                  
                    3

                    
                      

                    

                  

                  
                    
                    

                  

                   

                

                (b)      Governing
                  Law.  This Note shall be governed by and construed in accordance
                  with the laws of the State of New Mexico.

                 

                (c)     
                  Fees.  Borrower
                  shall pay to Bank a commitment fee of 1/4% of the Note amount,
                  a documentation
                  fee of $350, and shall pay or reimburse all other fees incurred
                  by Bank to
                  prepare the Note and for the collateral liens, together with all
                  costs for title
                  insurance, recording, and other title company fees.  All such fees are
                  fully earned at closing and are non-refundable.

                 

                (d)     
                  Waiver
                  of Jury Trial:  GRANTOR AND BANK EACH WAIVE THEIR RESPECTIVE
                  RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
                  UPON OR ARISING
                  OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS,
                  OR THE
                  TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING
                  OR OTHER
                  LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY
                  OTHER PARTY OR
                  PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
                  OR
                  OTHERWISE.  GRANTOR AND BANK EACH AGREE THAT ANY SUCH CLAIM OR CAUSE
                  OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT
                  LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
                  RIGHT TO
                  A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
                  ACTION,
                  COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
                  TO CHALLENGE
                  THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
                  DOCUMENTS OR
                  ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY
                  SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
                  THIS AGREEMENT
                  AND THE OTHER LOAN DOCUMENTS.

                 

                
                  	
                          BOWLIN
                            TRAVEL CENTERS,
                            INC.

                           

                        	 	 	 	 
	
                          /s/ 
                            Michael L. Bowlin

                        	 	 	
                           

                        	 
	
                          by:  Michael
                            L. Bowlin,
                            President

                        	 	 	
                           

                        	 
	
                           

                        	 	 	
                           

                        	 


                

                


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