Back to top

PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: ELECSYS CORP | Bank Midwest NA | ELECSYS INTERNATIONAL CORPORATION | PAY ELECSYS CORPORATION You are currently viewing:
This Promissory Note involves

ELECSYS CORP | Bank Midwest NA | ELECSYS INTERNATIONAL CORPORATION | PAY ELECSYS CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: PROMISSORY NOTE
Date: 9/8/2009
Industry: Electronic Instr. and Controls     Sector: Technology

PROMISSORY NOTE, Parties: elecsys corp , bank midwest na , elecsys international corporation , pay elecsys corporation
50 of the Top 250 law firms use our Products every day

 

EXHIBIT 10.3


 

PROMISSORY NOTE

 

Principal

$5,000,000.00

Loan Date

08-13-2009

Maturity

02-13-2010

Loan No

2000206013

Account

309275

 

Borrower:

ELECSYS CORPORATION

ELECSYS INTERNATIONAL CORPORATION

846 N. MARTWAY COURT

OLATHE, KS 66061

 

Lender:

Bank Midwest N.A.

Town Pavilion Facility

1111 Main Street

Kansas City, MO 64105

 

 

Principal Amount:  $5,000,000.00

 

Date of Note:  August 13, 2009

 

PROMISE TO PAY . ELECSYS CORPORATION and ELECSYS INTERNATIONAL CORPORATION (“Borrower”) jointly and severally promise to pay to Bank Midwest N.A. (“Lender”), or order, in lawful money of the United States of America, the principal amount of Five Million & 00/100   Dollars ($5,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance.  Interest shall be calculated from the date of each advance until repayment of each advance.

 

PAYMENT .  Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on February 13, 2010.  In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 13, 2009, with all subsequent interest payments to be due on the same day of each month after that.  Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges.  Borrower will pay lender at lender’s address shown above or at such other place as lender may designate in writing.

 

VARIABLE INTEREST RATE .  The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Journal Prime Rate.  That is the base rate on corporate loans posted by at least 75% of the nations 30 largest banks on the rate adjustment date (the “Index”).  The Index is not necessarily the lowest rate charged by Lender on its loans.  If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower.  Lender will tell Borrower the current Index rate upon Borrower’s request.  The interest rate change will not occur more often than each day.  Borrower understands that Lender may make loans based on other rates as well.  The Index currently is 3.250% per annum.  Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate equal to the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 5.500% per annum based on a year of 360 days.

 

NOTICE :  Under no circumstances will the interest rate on this Note be less than 5.500% per annum or more than the maximum rate allowed by applicable law.

 

INTEREST CALCULATION METHOD .  Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the 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.  All interest payable under this Note is computed using this method.

 

 

 

 


 

 

PREPAYMENT .  Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.  Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due.  Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest.  Rather, early payments will reduce the principal balance due.  Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language.  If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender.  All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to:  Bank Midwest N.A., Town Pavilion Facility, 1111 Main Street, Kansas City, MO 64105.

 

LATE CHARGE .  If a payment is more than 10 days late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.

 

INTEREST AFTER DEFAULT .  Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 5.000 percentage point margin (“Default Rate Margin”).  The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default.  However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

 

DEFAULT .  Each of the following shall constitute an event of default (“Event of Default”) under this Note:

 

Payment Default .  Borrower fails to make any payment when due under this Note.

 

Other Defaults .  Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

 

Default in Favor of Third Parties .  Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.

 

False Statements .  Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

 

Insolvency .  The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

 

 

 

2


 

 

Creditor or Forfeiture Proceedings .  Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.

 

This


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more