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Exhibit 99.2
PROMISSORY NOTE
$750,000.00 Phoenix, Arizona
December 16, 2004
FOR VALUE RECEIVED, the undersigned, HAMILTON AEROSPACE
TECHNOLOGIES, INC.,
a Delaware corporation ("Maker"), promises to pay to the order
of M&I MARSHALL &
ILSLEY BANK, a banking corporation organized and existing under
the laws of the
State of Wisconsin (together with all subsequent holders of this
Note,
hereinafter called "Payee"), at One E. Camelback, Phoenix,
Arizona 85012, or at
such other place as Payee may from time to time designate in
writing, the
principal sum of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($750,000.00)
plus interest (based on a 360-day year and charged on the basis
of actual days
elapsed) from the date hereof on the principal balance from time
to time
outstanding as hereinafter provided, principal, interest and all
other sums
payable hereunder to be paid in lawful money of the United
States of America as
follows:
A. Interest shall accrue at the rate equal to six and
seventy-five one
hundredths percent (6.75%) per annum.
B. Principal and interest in the amount of $23,072.19, shall be
due
and payable on the last day of each calendar month, commencing
February 28,
2005, with all then accrued and unpaid principal and interest
due in full on
January 31, 2008.
Maker agrees to a rate of interest that is the rate stated above
plus any
additional rate of interest resulting from any other charges in
the nature of
interest paid or to be paid by or on behalf of Maker, or any
benefit received or
to be received by Payee, in connection with this Note. No
provision of this Note
is intended to or shall require or permit Payee, directly or
indirectly, to
take, collect or receive in money, goods or in any other form,
any interest
(including amounts deemed by law to be interest) in excess of
the maximum rate
of interest permitted by applicable law. If any amount due from
or paid by Maker
shall be determined by a court of competent jurisdiction to be
interest in
excess of such maximum rate, Maker shall not be obligated to pay
such excess
and, if paid, such excess shall be applied against the unpaid
principal balance
of this Note, or if and to the extent that this Note has been
paid in full, such
excess shall be remitted to Maker.
If any amount required to be paid under this Note (including
balloon
payments and matured amounts), is not paid within five (5) days
after the date
it is due, then Maker shall pay a "late charge" equal to five
percent (5%) of
the amount which was due to compensate Payee for administrative
expe
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