EXHIBIT 10.3
PROMISSORY NOTE
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Principal
$5,000,000.00
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Loan Date
08-13-2009
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Maturity
02-13-2010
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Loan No
2000206013
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Account
309275
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Borrower:
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ELECSYS
CORPORATION
ELECSYS
INTERNATIONAL CORPORATION
846 N. MARTWAY
COURT
OLATHE, KS
66061
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Lender:
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Bank Midwest
N.A.
Town Pavilion
Facility
1111 Main
Street
Kansas City, MO
64105
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Principal
Amount: $5,000,000.00
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Date of
Note: August 13, 2009
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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.
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.
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