EX-10.6 8 form8kexh10i6_090407.htm Exhibit 10(i).6


                                                                 Exhibit 10(i).6




                                 PROMISSORY NOTE

---------      ----------  ----------  ----------  ---------  -------  -------  --------
Principal      Loan Date   Maturity    Loan No     Call/Coll  Account  Officer  Initials
$6,250,000.00  08-30-2007  08-28-2009  1089921654  410 / 4               703
---------      ----------  ----------  ----------  ---------  -------  -------  --------
References  in the shaded  area 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:  MorAmerica Capital Corporation
           101 2nd Street SE Ste 800
           Cedar Rapids, IA  52401

Lender:    Cedar Rapids Bank and Trust Company
           500 1st Avenue NE Ste 100, P.O. Box 789
           Cedar Rapids, IA  52406-0789
================================================================================

Principal Amount:  $6,250,000.00  Initial Rate:  8.750%  Date of Note:  August 30, 2007

PROMISE TO PAY. MorAmerica Capital Corporation  ("Borrower")  promises to pay to
Cedar Rapids Bank and Trust Company ("Lender"), or order, in lawful money of the
United States of America,  the principal amount of Six Million Two Hundred Fifty
Thousand & 00/100 Dollars ($6,250,000.00),  together with interest on the unpaid
principal balance from August 30, 2007, until paid in full.

PAYMENT.  Borrower will pay this loan in one principal  payment of $6,250,000.00
plus interest on August 28, 2009.  This payment due on August 28, 2009,  will be
for all principal and all accrued  interest not yet paid. In addition,  Borrower
will pay regular monthly  payments of all accrued unpaid interest due as of each
payment  date,  beginning  September  30,  2007,  with all  subsequent  interest
payments to be due on the last day of each month after  that.  Unless  otherwise
agreed or required by  applicable  law,  payments  will be applied  first to any
accrued unpaid interest;  then to principal;  and then to any late charges.  The
annual  interest rate for this Note is computed on a 365/360 basis;  that is, by
applying  the  ratio  of the  annual  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.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing.

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 Wall Street
Journal Prime as published in The Wall Street Journal (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 8.250% per annum.  The interest rate
to be applied to the unpaid principal balance during this Note will be at a rate
of 0.500 percentage points over the Index, adjusted if necessary for any minimum
and maximum rate limitations  described  below,  resulting in an initial rate of
8.750% per annum.  NOTICE: Under no circumstances will the interest rate on this
Note be less than  6.000%  per annum or more than the  maximum  rate  allowed by
applicable law.  Notwithstanding  the above provisions,  the maximum increase or
decrease in the interest rate at any one time on this loan will not exceed 1.000
percentage points.

PREPAYMENT. 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,  relieve Borrower of Borrower's obligation to continue to make payments
under the payment  schedule.  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: Cedar
Rapids Bank and Trust  Company,  500 1st Avenue NE Ste 100,  P.O.  Box 789 Cedar
Rapids, IA 52406-0789.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the  interest  rate on this Note shall be increased by adding a 3.000
percentage point margin  ("Default Rate Margin").  The Default Rate Margin shall
also apply to each




                             PROMISSORY NOTE                    Page 2
Loan No.:  1089921654          (Continued)
================================================================================

succeeding  interest  rate  change  that  would have  applied  had there been no
default. 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.

          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.

          Default in Favor of Third  Parties.  Borrower or any Grantor  defaults
          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.

          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. In the event of a death,  Lender, at its option,  may, but shall
          not  be  required  to,  permit  the   Guarantor's   estate  to  assume
          unconditionally the obligations arising under the guaranty in a manner
          satisfactory to Lender, and, in doing so, cure any Event of Default.

          Change In Ownership.  Any change in ownership of  twenty-five  percent
          (25%) or more of the common stock of Borrower.

          Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
          financial condition.

          Cure  Provisions.  If any default,  other than a default in payment is
          curable and if Borrower has not been given a notice of a breach of the
          same  provision of this Note within the preceding  twelve (12) months,
          it may be cured if  Borrower,  after  receiving  written  notice  from
          Lender  demanding  cure of such default:  (1) cures the default within
          thirty (30) days;  or (2) if the cure  requires  more than thirty (30)
          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 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  attorney's
reasonable fees and Lender's reasonable legal expenses,  whether or not there is
a lawsuit,  including without  limitation all attorneys' fees and legal





                             PROMISSORY NOTE                    Page 3
Loan No.:  1089921654          (Continued)


================================================================================

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.  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 Iowa
without regard to its conflicts of law  provisions.  This Note has been accepted
by Lender in the State of Iowa.

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

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 Security  Agreement,
Commercial Pledge Agreement, and Master Business Loan Agreement dated 8/30/07.

PURPOSE OF LOAN.  The  purpose  of this loan is for:  Refinance  SBA  Guaranteed
Debentures.

MANDATORY  PRINCIPAL  REDUCTION.  Borrower will be required to apply 80% of cash
proceeds  realized from the sale or liquidation of any investments  owned by the
Borrower  to either of the  Promissory  Notes  dated  8/30/07 as directed by the
Borrower.

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.
Please notify us if we report any inaccurate  information  about your account(s)
to a consumer  reporting  agency.  Your written  notice  describing the specific
inaccuracy(ies) should be sent to us at the following address: Cedar Rapids Bank
and Trust  Company  500 1st Avenue NE Ste 100,  P.O.  Box 789 Cedar  Rapids,  IA
52406-0789.

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,  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 AND
ALL OTHER DOCUMENTS RELATING TO THIS DEBT.




                             PROMISSORY NOTE                    Page 4
Loan No.:  1089921654          (Continued)


================================================================================



BORROWER:



MORAMERICA CAPITAL CORPORATION

By:  /s/ David R. Schroder
   --------------------------------
    David R. Schroder, President of
    MorAmerica Capital Corporation





LENDER:



CEDAR RAPIDS BANK AND TRUST COMPANY



By:  /s/ Dana L. Nichols
   --------------------------------
    Dana L. Nichols, Senior Vice President