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EXHIBIT NUMBER 10.18
PROMISSORY NOTE
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(Term Loan)
$5,000,000.00 Dated: May 15, 2012
Final Maturity: May 15, 2016
NOBLE ROMAN'S, INC., an Indiana corporation (the "Maker") promises to
pay to the order of BMO HARRIS BANK NA., a national banking association (the
"Bank") at the principal banking office of the Bank at Indianapolis, Indiana,
the principal sum of Five Million and 00/100 Dollars ($5,000,000.00) and to pay
interest on the unpaid principal balance outstanding from time to time as herein
provided.
This Note evidences a loan (the "Loan") extended to the Maker by the
Bank under a Credit Agreement entered into by and between the Maker and the Bank
dated as of the date of this Note (as may hereafter be amended, collectively,
the "Credit Agreement"). The Loan is referred to in the Credit Agreement as the
"Term Loan." All references in this Note to the Credit Agreement shall be
construed as references to that Agreement as it may be amended from time to
time.
The principal of the Loan shall be repaid in equal installments in the
amount of $104,166.66 each, which shall be due and payable commencing on June
15, 2012, and continuing thereafter on the fifteenth (15th) day of each calendar
month until May 15, 2016, on which date the entire unpaid principal balance of
this Note shall be due and payable in full together with all accrued and unpaid
interest. The Credit Agreement contains other provisions providing for the
payment of principal on the Term Loan in certain situations further described
therein. The term "Banking Day" and all other defined terms used in this Note
which are not defined herein are used as defined in the Credit Agreement.
Principal may be prepaid, but only as provided in the Credit Agreement and
subject to a prepayment premium as further provided therein, and provided
further that all partial prepayments shall be applied to the latest maturing
installments of principal payable under this Note in inverse order of maturity.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall be
due and payable on the fifteenth (15th) day of each calendar month commencing on
June 15, 2012, in addition to the installments of principal due on those dates
as provided above, and at maturity. After maturity, interest shall be due and
payable as accrued and without demand. Interest shall be calculated 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.
If any installment of principal or interest due under the terms of this
Note is not paid when due, then the Bank or any subsequent holder of this Note
may, at its option and without notice, declare the entire principal amount of
this Note and all accrued interest immediately due and payable.
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COPY
Reference is made to the Credit Agreement for other conditions under which the
maturity of this Note may be accelerated.
If any installment of principal or interest due under the terms of this
Note prior to maturity is not paid in full within ten (10) days when due, then
the Bank at its option and without prior notice to the Maker, may assess a late
payment fee in an amount equal to the greater of $25.00 or five percent (5%) of
the past due amount. Each late payment fee assessed shall be due and payable on
the earlier of the due date of the next regularly scheduled payment of principal
or interest, or the maturity of this Note. Waiver by the Bank of any late
payment fee assessed, or the failure of the Bank in any instance to assess a
late payment fee shall not be construed as a waiver by the Bank of its right to
assess late payment fees thereafter.
All payments on account of this Note shall be applied first to accrued
and unpaid interest, then to principal, then to other fees and charges, provided
that in the event of an Event of Default, all payments received may be applied
in such order and manner as the Bank shall determine. Any payment scheduled to
be made on a day that is not a Banking Day shall be deemed due and payable on
the first Banking Day immediately following such date, and interest shall accrue
and be payable on the date of such payment.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.
Reference is made to the Credit Agreement which provides for the right of setoff
and other remedies in favor of the Bank upon the occurrence of an Event of
Default.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
NOBLE ROMAN'S, INC., an Indiana
corporation
By: /s/ Paul W. Mobley
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Paul W. Mobley, Chairman, Chief
Executive Officer, and Chief
Financial Officer
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