Exhibit 10.15
ADJUSTABLE RATE
NOTE
$100,000.00
September 11, 2001
FOR VALUE
RECEIVED, the undersigned, KES, Inc., an Ohio corporation
(“Maker”), having an address of 2817 Crain Highway,
Upper Marlboro, Maryland 20774, hereby promises to pay to the order
of JOHN DAVID DAVENPORT, an individual (“Payee”), at
his offices at 1103 West Saint Andrews Drive, Edmond, Oklahoma
73003, or such other place as the holder of this Note may from time
to time designate in writing, the principal sum of ONE HUNDRED
THOUSAND AND NO/100 DOLLARS ($100,000.00), together with interest
on the unpaid principal balance from day to day remaining at the
Applicable Interest Rate (as hereinafter defined), as
follows:
1.
Definitions . As used herein, the following terms
shall have the respective meanings indicated:
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Prime
Rate . The
term “Prime Rate” as used herein shall mean a rate per
annum equal to the base, prime or index commercial loan interest
rate established and published or announced as such from time to
time by Citibank, N.A., in New York, New York, or its successor
(“Citibank”), and is not necessarily the lowest
interest rate charged by Citibank on commercial
loans. If Citibank should have more than one established
and published or announced base or prime commercial loan rate, the
“Base Rate” herein shall mean Citibank’s highest
established and published or announced base or prime commercial
loan rate. Without notice to Maker or any other party,
Prime Rate shall automatically fluctuate upward and downward as and
in the amount by which said base or prime commercial loan rate
shall fluctuate.
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Maximum
Rate . The
term “Maximum Rate” as used herein shall mean the
maximum rate of interest permitted from time to time by applicable
law.
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Applicable
Interest Rate . The term “Applicable Interest
Rate” as used herein shall mean the rate, which shall from
day to day be at the annual rate equal to the lesser of the
following:
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the sum of one
percent (1%) plus the Prime Rate;
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calculated on
the basis of actual days over a year consisting of 365 days;
provided, however, if at any time a rate of interest specified in
clause (b) above would exceed the Maximum Rate, thereby causing the
interest hereon to be limited to the Maximum Rate, then any
subsequent reduction in Prime Rate shall not reduce the rate of
interest hereon below the Maximum Rate until the total amount of
interest accrued hereon equals the amount of interest which would
have accrued hereon if the rate specified in clause (b) above had
at all times been in effect. Each change in the rate of
interest charged hereunder shall become effective on the effective
date of each change in the Prime Rate or Maximum Rate without
notice to Maker.
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Payment . This note is due and payable as
follows:
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Interest on the
principal sum of this Note is due and payable annually as it
accrues during the term hereof in annual installments commencing
one year from the date hereof and continuing on each annual
anniversary date thereafter. Notwithstanding, in the
event Maker does not have sufficient cash flow to make an interest
payment under this paragraph 2(i), Maker shall have the right to
defer such payment, with interest, until such time as cash flow is
available to make such payment, but not later than three (3) years
from the date hereof (the "Maturity Date");
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All unpaid and
outstanding principal on this Note and all accrued and unpaid
interest on such principal amount shall be due and payable on the
Maturity Date; and
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The Note may be
prepaid in whole or in part at any time during the term
hereof.
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Any payment
shall be applied first to accrued interest due on the unpaid
principal balance and the remainder of each payment shall be
applied to the reduction of unpaid principal.
3.
Default and Remedies . At the option of the
holder of this Note, the entire principal balance and accrued
interest owing hereon shall at once become due and payable without
notice or demand upon the occurrence at any time of any of the
following events:
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Default in the
payment of any installment of principal or interest when
due;
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Default in the
performance of any of the covenants or provisions of, or the
occurrence of any default or event of default under, the Pledge
Agreement or any other deed of trust, mortgage, or other agreement
securing this Note or evidencing the indebtedness created hereby;
or
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The bankruptcy
or insolvency of, the assignment for the benefit of creditors by,
or the appointment of a receiver for any receiver for any
p
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