0000897069-18-000070.txt : 20180202 0000897069-18-000070.hdr.sgml : 20180202 20180202105730 ACCESSION NUMBER: 0000897069-18-000070 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20180202 DATE AS OF CHANGE: 20180202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52417 FILM NUMBER: 18569181 BUSINESS ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Amandla MK Trust CENTRAL INDEX KEY: 0001729470 IRS NUMBER: 826840389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THE BRYN MAWR TRUST COMPANY OF DELAW STREET 2: 20 MONTCHANIN RD, SUITE 100 CITY: GREENVILLE STATE: DE ZIP: 19807 BUSINESS PHONE: 302-798-1790 MAIL ADDRESS: STREET 1: C/O THE BRYN MAWR TRUST COMPANY OF DELAW STREET 2: 20 MONTCHANIN RD, SUITE 100 CITY: GREENVILLE STATE: DE ZIP: 19807 SC 13D 1 cg1019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)

National Research Corporation

(Name of Issuer)

Class B Common Stock, $.001 par value

(Title of Class of Securities)

637372301

(CUSIP Number)

Patrick E. Beans

Amandla LLC

709 Pier 2

Lincoln, NE 68528

402-440-2768

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

January 25, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

CUSIP No. 637372301

1	NAME OF REPORTING PERSONS Patrick E. Beans, as the Special Holdings Direction Adviser under the Amandla MK Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,884,205
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,884,205
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,884,205
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 637372301

1	NAME OF REPORTING PERSONS Amandla MK Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,884,205
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,884,205
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,884,205
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 637372301

Item 1. Security and Issuer.

This statement relates to shares of the Class B Common Stock, par value $.001 per share (the “Class B Common Stock”), of National Research Corporation, a Wisconsin corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1245 “Q” Street, Lincoln, Nebraska 68508.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly by the parties identified below.

Patrick E. Beans, as Special Holdings Direction Adviser under the Amandla MK Trust (the “Adviser”).

Amandla MK Trust (the “Trust”).

Each of the foregoing is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 1.

(b) The principal business address of the Adviser is c/o Amandla LLC, 709 Pier 2, Lincoln, NE 68528. The principal business address of the Trust is c/o The Brynn Mawr Trust Company of Delaware, 20 Montchanin Road, Suite 100, Greenville, Delaware 19807.

(d) None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) The Adviser is a citizen of the United States of America. The Trust is governed by the laws of the state of Delaware.

CUSIP No. 637372301

Item 3. Source and Amount of Funds or Other Consideration.

On January 25, 2018, the Trust received an indirect gift of 281,806 shares of the Issuer’s Class B Common Stock from Michael D. Hays, the founder and Chief Executive Officer of the Issuer, for no consideration.

On January 25, 2018, the Trust also indirectly acquired 1,602,399 shares of Class B Common Stock (the “Purchased Shares”) in a private purchase under the terms of a Purchase and Sale Agreement between Michael D. Hays and the Trust, Patrick Beans as Trustee and Adviser, and The Bryn Mawr Trust Company of Delaware, as Administrative Trustee, a copy of which is attached hereto as Exhibit 2. The consideration for the Purchased Shares was the issuance and delivery by the Trust of a promissory note of $62,548,000, a copy of which is attached hereto as Exhibit 3.

Item 4. Purpose of Transaction.

The Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D, except (1) in the future, Michael D. Hays intends to sell or otherwise transfer, directly or indirectly, all of his shares of the Issuer’s Class A Common Stock, par value $.001 per share (the “Class A Common Stock”), to the Trust; (2) all of the Reporting Persons’ shares of stock of the Issuer, as well as shares held by Mr. Hays and other trusts established by Mr. Hays, are covered by one or more resale registration statements of the Issuer; (3) as announced by the Issuer on December 13, 2017, the Issuer intends to consummate a recapitalization plan pursuant to which each share of Class B Common Stock will be exchanged for one share of Class A Common Stock plus $19.59 in cash and which will result in the Class B Common Stock being delisted from trading on the Nasdaq Stock Market and being deregistered under the Securities Exchange Act of 1934, as amended; and (4) the Adviser has informed the Issuer that, in consideration of prudent investment strategies, including diversification, and given the change in the willingness of the beneficiary families to dispose of shares of the Issuers stock, the Adviser is willing to explore transactions that would result in a disposition of the shares held by the Trust, with a preference for transactions that would value the shares on the basis of a controlling interest.

Item 5. Interests in Securities of the Issuer.

(a) Set forth below is the aggregate number and percentage of outstanding shares of Class B Common Stock owned beneficially by each Reporting Person named in Item 2 (based on 3,540,857 shares of Class B Common Stock outstanding as of January 19, 2018):

Name	Shares of Common Stock Beneficially Owned	Percentage of Shares of Common Stock Beneficially Owned
Trust and Adviser	1,884,205	53.2%

The Adviser is the Special Holdings Direction Adviser under the Trust and may be deemed to have sole voting and dispositive power with regard to the shares of Class B Common Stock held by the Trust.

(b) The Adviser has sole voting and dispositive power of the Class B Common Stock beneficially owned by the Trust for the reasons described in Item 5(a).

CUSIP No. 637372301

(c) The following transactions in the Class B Common Stock have occurred during the past 60 days by the Reporting Persons:

Name	Trade Date	Number of Shares Acquired	Price Per Share	Where and How Transaction was Effected
Trust and Adviser	1/25/2018	281,806	$0	Gift
Trust and Adviser	1/25/2018	1,602,399	$39.03*	Private purchase

*Reflects certain applied discounts.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As described in Item 3 above, the Purchased Shares were acquired in a private sale under the terms of a Purchase and Sale Agreement, effective as of January 25, 2018, between Michael D. Hays and the Trust, Patrick Beans as Trustee and Adviser, and The Bryn Mawr Trust Company of Delaware, as Administrative Trustee, a copy of which is attached hereto as Exhibit 2, and were paid for by the issuance and delivery of a promissory note, a copy of which is attached hereto as Exhibit 3.

Pursuant to the terms of the Trust, the Adviser has exclusive management authority and responsibility for the shares of stock of the Issuer held by the Trust.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description

1	Joint Filing Agreement

2	Purchase and Sale Agreement

3	Promissory Note

CUSIP No. 637372301

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 2, 2018

/s/ Patrick E. Beans

Patrick E. Beans, as the Special Holdings Direction Adviser

AMANDLA MK TRUST

By: /s/ Patrick E. Beans

Patrick E. Beans, Trustee

EX-1 2 cg1019ex1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, with respect to the shares of Class B Common Stock, par value $.001 per share, of National Research Corporation, and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and further agree that this Agreement of Joint Filing be included as an exhibit to such joint filing.

This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Date: February 2, 2018

/s/ Patrick E. Beans

Patrick E. Beans, as the Special Holdings Direction Adviser

AMANDLA MK TRUST

By: /s/ Patrick E. Beans

Patrick E. Beans, Trustee

EX-2 3 cg1019ex2.htm

EXHIBIT 2

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made entered into as of this 24^th day of January, 2018, by and between Michael D. Hays, of Eagle, Nebraska (the “Seller”), and the Amandla MK Trust u/a dated January 17, 2018, Patrick Beans, as Trustee and The Bryn Mawr Trust Company of Delaware, as Administrative Trustee (the “Purchaser”) (the Seller and the Purchaser, each referred to as a “Party” and collectively referred to as the “Parties”).

RECITALS:

WHEREAS, prior to the date of this Agreement, Seller owned a one hundred percent (100%) ownership interest as a member of Amandla II, LLC (the “Membership Interest”), a Delaware limited liability company (the “Company”), pursuant to the Company’s Operating Agreement dated December 29, 2017, (the “Operating Agreement”); and

WHEREAS, pursuant to that certain Assignment and Assumption of Membership Interest executed on even date herewith and effective immediately prior to this Agreement, Assignor transferred by gift to Assignee a sufficient percentage of the Membership Interest so that the fair market value the gifted percentage for federal gift tax purposes shall be ELEVEN MILLION DOLLARS ($11,000,000) (the “Gifted Interest”); and

WHEREAS, Seller now desires to sell, assign, transfer and convey to Purchaser all of Seller’s remaining right, title, and interest in and to all of Seller’s remaining Membership Interest in the Company (the “Transferred Interest”) for Fair Market Value, and Purchaser desires to acquire the Transferred Interest for Fair Market Value; and

WHEREAS, the Parties intend for the term “Fair Market Value” to have the same meaning given to said term under Treasury Regulations §§ 20.2031-1(b) and 25.2512-1; and

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1. Incorporation of Recitals. The foregoing recitals are hereby incorporated herein by this reference.

2. Sale and Purchase. Upon the terms and conditions set forth in this Agreement, Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from the Seller, all of the Seller’s right, title and interest in and to the Transferred Interest for an amount equal to the Purchase Price (as defined below). Seller hereby transfers all interest the Seller owns or possesses or to which Seller is otherwise entitled in and to the Transferred Interest, including but not limited to, Seller’s interest in future profits, losses, gains, distributive share of tax items, reserves, credits, cash, distributions, assets and intangible rights attributable to the Transferred Interest. Purchaser hereby assumes and accepts the Transferred Interest and all of the duties and responsibilities related thereto under the Membership Agreement or under applicable law accruing from and after the Closing Date.

3. Purchase Price. Subject to Sections 5 through 7 of this Agreement, the Purchase Price of the Transferred Interest is the Fair Market Value of the Transferred Interest as of the date of this Agreement, which shall be calculated as the Fair Market Value of the Membership Interest less the Fair Market Value of the Gifted Interest. The Parties engaged an independent appraiser, Valuation Services Inc., to determine the Fair Market Value of the Membership Interest as of the date of this Agreement. Based on the qualified appraisal issued by Valuation Services Inc., the Parties believe the Purchase Price to be SIXTY-TWO MILLION FIVE HUNDRED FORTY-EIGHT THOUSAND DOLLARS ($62,548,000) as of the date of this Agreement.

4. Payment of Purchase Price. Upon execution of this Agreement, the Purchaser shall tender to Seller a payment on account of the Purchase Price in the amount of, payable in the form of a promissory note (the “Note”) from Purchaser to Seller, and the balance of which, if any, is payable by cash or promissory note. The Purchaser will pledge the Transferred Interest as security for the Note pursuant to a pledge and security agreement (the “Security Agreement”), in form and substance acceptable to Seller.

5. Purchase Price Adjustment. In the event the Finally Determined Value (as defined below) is determined to be less than or greater than the Purchase Price, the Parties agree that the Purchase Price shall be adjusted by an amount equal to the difference between the Finally Determined Value and the Purchase Price (such amount referred to as the “Purchase Price Adjustment Amount”).

(a) If the Finally Determined Value is determined to be less than the Purchase Price, the Seller shall immediately transfer, pay over and deliver to the Purchaser cash or execute a promissory note to the Purchaser in a principal amount equal to the Purchase Price Adjustment Amount. The Purchase Price Adjustment Amount shall carry interest at a rate equal to the applicable federal rate in effect on the date hereof determined pursuant to Section 1274(d) of the Code, accruing from the date of this Agreement until such amount is paid off.

(b) If the Finally Determined Value is determined to be greater than the Purchase Price, the Purchaser shall immediately transfer, pay over and deliver to the Seller cash or execute a promissory note to the Seller in a principal amount equal to the Purchase Price Adjustment Amount. The Purchase Price Adjustment Amount shall carry interest at a rate equal to the applicable federal rate in effect on the date hereof determined pursuant to Section 1274(d) of the Code, accruing from the date of this Agreement until such excess amount is paid off.

6. Finally Determined Value. The Finally Determined Value as used in this Agreement shall mean:

(a) The Purchase Price, if (i) the Purchase Price is not adjusted as provided in Section 6 of this Agreement and (ii) the Purchase Price is not successfully contested by the Internal Revenue Service (the “Service”) before the expiration of the time within which a tax may be assessed, as determined under Section 6501 of the Code;

(b) The Adjusted Purchase Price (as defined below), if (i) the Purchase Price is adjusted as provided in Section 6 of this Agreement and (ii) the Purchase Price is not successfully contested by the Service before the expiration of the time within which a tax may be assessed, as determined under Section 6501 of the Code; or

(c) The value of the Transferred Interest (i) specified by the Service, if the Purchase Price is challenged by the Service and not timely contested b y a party before the expiration of the time within which a tax may be assessed, as determined under Section 6501 of the Code or (ii) determined pursuant to a settlement agreement with the Service or by a court of competent jurisdiction; such value shall supersede any prior adjustment made pursuant to Section 6 of this Agreement and shall be subject to no further adjustment.

7. Adjusted Purchase Price. The Parties agree that the Purchase Price shall be adjusted in accordance with this Section upon occurrence of any one or more Adjustment Events.

(a) Adjustment Events. Any one or more of the following shall be an adjustment event (“Adjustment Event”):

i. Any bad faith or fraud in the furnishing of documents, agreements, financial data, or other information with respect to the Company, any asset of the Company, or any component asset thereof or any representations of a factual or legal matter upon which the Parties may have relied;

ii. Any determination that any assumption used by any Party, including without limitations, any assumption regarding general economic conditions, restrictions under applicable securities laws, redevelopment costs, financing costs, costs of equity capital, sale prices of comparable properties, characteristics of properties treated as being comparable, risk factors, rental rates and projected resale prices, was materially incorrect;

iii. Any material error in the appraisal methodology or theory employed by Valuation Services, Inc.; or

iv. The occurrence of any event or the obtaining of any information by any Party not known by such Party at the Closing that would lead a reasonable person to believe that the fair market value was, or may have been in error.

(b) Determination of Fair Market Value Pursuant to an Adjustment Event.

i. In the event that any Adjustment Event shall occur (or, in the case of any Adjustment Event existing as of the Closing, in the event that the existence of such Adjustment Event shall be discovered by any Party) within three (3) years following the Closing, then any Party shall have the right to demand during said three (3) year period, by written notice to the other Party, that the Fair Market Value of the Transferred Interest as of the Closing be appraised. Within sixty (60) days following such demand, the Parties shall select a mutually acceptable independent professional property appraiser, who regularly appraises property interests of a similar type and nature as the Transferred Interest. Such appraisal may take place only on one occasion, shall establish the Transferred Interest’s Fair Market Value and shall be conclusive and binding for all purposes hereunder.

ii. In the event that the existence of any Adjustment Event shall be discovered by any party after three (3) years following the Closing, the Purchase Price shall not be adjusted.

8. Closing. Closing of the purchase and sale of the Transferred Interest (the “Closing”) is taking place at 8555 Pioneers Blvd., Lincoln, Nebraska 68520, on the date hereof (the “Closing Date”). At the Closing:

(a) Seller Closing Deliveries. Seller shall execute and deliver, or cause to be delivered, to Purchaser each of the following:

i. An assignment and assumption of membership interest executed by Seller, as assignor, to evidence the assignment of the Transferred Interest from Seller to Purchaser (the “Assignment”);

ii. The Security Agreement executed by Seller; and

iii. Such additional documents as may be reasonably requested by Purchaser.

(b) Purchaser Closing Deliveries. Purchaser shall execute and deliver, or cause to be delivered, to Seller each of the following:

i. The original executed Note;

ii. The Assignment executed by Purchaser; and

iii. The Security Agreement;

iv. A letter, signed by Purchaser and acknowledged by the partners of the Company, notifying the Company of the pledge of the Transferred Interest pursuant to the Security Agreement; and

v. Such additional documents as may be reasonably requested by Seller.

9. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that (i) Seller is the legal, record and beneficial owner of, and has good title to, the Transferred Interest and has not previously assigned any of Seller’s right, title to or interest in the Transferred Interest to any other party; (ii) Seller is selling and transferring the Transferred Interest free and clear of any liens, security interest, charge or encumbrance of any kind; (iii) no effective financing statement or other instrument similar in effect covering all or any part of the Transferred Interest has been executed or is on file in any recording office; and (iv) no other person has any rights to acquire any interest in the Transferred Interest.

10. Indemnification. Seller hereby agrees to indemnify, protect, defend and hold Purchaser harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities relating to or arising out of any breach by Seller of his representations and warranties contained in this Agreement. The obligations of Seller hereunder shall be continuing, absolute and unconditional, and shall survive indefinitely from and after the Closing Date.

11. Future Cooperation. Seller and Purchaser agree to cooperate at all times from and after the Closing Date with respect to all matters described herein, and to execute such further assignments, releases, assumptions, amendments, restatements, notifications and other documents as may be reasonably requested for the purposes of giving effect to, or evidencing or giving notice of, the sale and purchase of the Transferred Interest contemplated by this Agreement.

12. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns. No person other than the parties is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties or their respective successors and assigns as permitted hereunder.

13. Notice. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be sufficient if given in the manner described in the Security Agreement.

14. Execution in Counterparts; Effectiveness. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be executed by facsimile or electronically transmitted signature, and shall be binding upon any party who so executes.

15. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its rules regarding conflicts of law.

16. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

17. Entire Agreement; Amendment. This Agreement contains the final and entire agreement between the parties with respect to the subject matter hereof, supersede all prior oral and written memoranda and agreements with respect to the matters contemplated herein, and is intended to be an integration of all prior negotiations and understandings. No change or modification of this Agreement shall be valid unless the same is in writing and signed by Seller and Purchaser.

[signatures on following page]

IN WITNESS WHEREOF, Seller and Purchaser have executed this Purchase and Sale Agreement as of the day and year first above written.

SELLER:

/s/ Michael D. Hays

MICHAEL D. HAYS

PURCHASER:

AMANDLA MK TRUST u/a dated January 17, 2018

/s/ Patrick E. Beans

PATRICK BEANS, Trustee

THE BRYN MAWR TRUST COMPANY OF DELAWARE, as Administrative Trustee

/s/ Robert W. Eaddy

By: ROBERT W. EADDY, President

EX-3 4 cg1019ex3.htm

EXHIBIT 3

PROMISSORY NOTE

US $62,548,000

January 24, 2018

FOR VALUE RECEIVED, the undersigned Amandla MK Trust u/a dated January 17, 2018, Patrick Beans, Trustee and The Bryn Mawr Trust Company of Delaware, as Administrative Trustee (the “Borrower”), whose address is 709 Pier 2, Lincoln, NE 68528, hereby promises to pay to the order of Michael D. Hays, a Nebraska resident (the “Lender”), at 5104 Deer Haven Court, Eagle NE 68347, or at such other place or to such other person as may be designated in writing to the Borrower by the Lender or by Lender’s successors and assigns as holder of this Note or, if this Note has then been endorsed, the endorsee of this Note (the Lender, said successors and assigns, and any such endorsee being hereinafter referred to collectively as the “Holder”), a sum equal to SIXTY-TWO MILLION FIVE HUNDRED FORTY-EIGHT THOUSAND DOLLARS ($62,548,000) (such amount being referred to herein as the “Principal Amount”), together with interest on the unpaid balance thereof at the rate hereinafter set forth, on the following terms and conditions.

1. Interest Rate; Payment of Interest. Interest shall accrue on the outstanding balance of the Principal Amount at a rate of 2.59% per annum, compounded annually. Accrued interest shall be due and payable annually in arrears commencing on January 23, 2019, and continuing on each January 23 thereafter until the Maturity Date (as defined in the Section below).

2. Maturity Date; Payment of Principal. The entire unpaid principal balance of this Note, all accrued but unpaid interest thereon and all other charges payable by Borrower in connection with this Note, if not sooner paid, shall be and become due and payable in full on January 23, 2038 (the “Maturity Date”).

3. Prepayment. The outstanding principal balance of this Note and accrued interest hereon may be prepaid in whole or in part at any time prior to the Maturity Date, without premium or penalty.

4. Method of Payment. All payments to be made hereunder shall be made in lawful currency of the United States of America.

5. Default. The entire balance of this Note, together with all accrued but unpaid interest thereon and all other charges payable by Borrower in connection herewith, shall be and become immediately due and payable by Borrower to Holder, at the option of Holder, upon the occurrence of any of the following events; provided, however, that Holder shall have given Borrower notice, in the manner provided below, of the occurrence of such event (an “Event of Default”) with a demand for immediate remedy thereof and Holder shall have failed for ten (10) business days after the date of such notice to cure the default:

(i) Failure by Borrower to pay any sum required to be paid hereunder within five (5) days after such sum becomes due and payable;

(ii) Failure by Borrower to observe or perform any other covenant, obligation, undertaking or agreement on the part of Borrower to be observed or performed under this Note; or

(iii) There shall have occurred an event of default on the part of Borrower under the pledge and security agreement of even date herewith by and between Lender and Borrower (the “Security Agreement”).

6. Costs of Enforcement. The Borrower shall pay to the Holder on demand the amount of any and all expenses incurred by the Holder in enforcing Holder’s rights hereunder, or as the result of a default by the Borrower in performing Borrower’s obligations under any provision of this Note, including without limitation, the expense of collecting any amount owed hereunder and of any reasonable attorneys’ fees and expenses incurred in connection with such default.

7. Borrower’s Waiver of Certain Rights. The Borrower hereby waives any and all exemption rights which Borrower holds at law or in equity with respect to the debt evidenced by this Note, and any and all rights to have or receive any presentment, protest, demand and notice of dishonor, protest, demand and nonpayment as a condition to the Holder’s exercise of any of his rights under this Note.

8. Rights Cumulative. Any and all rights and remedies of Holder under this Note and the Security Agreement and under applicable law are cumulative and are not alternative. Failure of the Holder at any time or from time to time to exercise any such rights and/or remedies shall neither constitute a waiver thereof nor bar the future exercise of any such rights and/or remedies.

9. Security. Payment of this Note is secured by the Security Agreement.

10. No Usury. In the event that any payment under this Note shall cause the aggregate payments hereunder to exceed the amount permitted by applicable usury law, then such payment shall be reduced to the maximum amount permitted by such law, and the excess shall be applied in reduction of the principal amount hereof. In the event that any such excess exceeds the principal amount, the amount of such excess over the principal amount shall be refunded to Borrower. Subject to the foregoing, payments hereunder shall be credited first to any costs payable under Section 6 or other provisions hereof, then to accrued and unpaid interest and then to principal.

11. Notice. All notices required or permitted under this Note shall be in writing and shall be sufficient if given in the manner described in the Security Agreement.

12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. Borrower hereby (i) agrees that any suit arising out of or relating to the indebtedness evidenced by this Note may be brought in a court of record of the State of Delaware or in the courts of the United States of America located in such jurisdiction; (ii) consents to the non-exclusive jurisdiction of each such court in any such suit; (iii) waives any objection which Borrower may have to the laying of venue of any such suit in any of such courts; (iv) agrees that service of process in connection with any such suit will be sufficient by mailing a copy of the summons to Borrower’s address by registered or certified mail return receipt requested and with postage prepaid; and (v) waives any right to a trial by jury in any suit arising out of or relating to the indebtedness evidenced by this Note.

13. Binding Effect. This Note shall be binding upon, and inure to the benefit of and be enforceable by, the respective personal representatives, executors, heirs, successors in interest and/or assigns of the parties hereto (as applicable).

14. Modification, Amendment or Waiver. No modification or amendment of any term or terms of this Note shall be effective unless in writing and signed by the parties hereto. No waiver of any term or terms hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

15. Interpretation. When the context indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words of one gender shall include all genders. Captions herein are employed for convenience of reference only and in no way define, limit or expand the scope of the terms of this Note. Time is of the essence with respect to the performance by Borrower of each and every term hereof.

16. Severability. If any provision of this Note is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective while this Note remains in effect, the legality, validity and enforceability of the remaining provisions shall not be affected thereby and, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of the document a provision that is legal, valid and enforceable, and as similar in terms to such illegal, invalid or unenforceable provision as may be possible, giving to Note the maximum protection available.

17. Counterparts and Effectiveness. This Note may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Note may be executed by facsimile or electronically transmitted signature, and shall be binding upon any party who so executes.

[signature page follows]

IN WITNESS WHEREOF, Borrower has executed this Note under seal effective as of the date first above written.

AMANDLA MK TRUST u/a dated January 17, 2018

/s/ Patrick E. Beans

PATRICK BEANS, Trustee

THE BRYN MAWR TRUST COMPANY OF DELAWARE, as Administrative Trustee

/s/ Robert W. Eaddy

By: ROBERT W. EADDY, President