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 expen
