Exhibit 10.2
SECURED PROMISSORY
NOTE
|
$6,187,500.00
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September 9,
2009
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FOR VALUE RECEIVED, the undersigned,
MARTIN AVIATION, INC., a California corporation
(“Maker”), promises to pay, at the times hereinafter
stated, to the order of WILLIAM LYON HOMES, INC., a California
corporation (“Holder”), the principal sum of Six
Million One Hundred Eighty-Seven Thousand Five Hundred and NO/100
Dollars ($6,187,500.00) with interest on the outstanding principal
balance hereof at a fixed rate equal to the 12-Month LIBOR rate as
of the date of this Note as announced by the Wall Street Journal
plus three percent (3%).
This Note is being issued to
evidence the assumption by Maker of indebtedness in a principal
amount equal to the principal sum stated above (the “Existing
Indebtedness”) heretofore outstanding and owed to Holder by
Presley CMR, Inc., a California corporation (“Presley
CMR”), and initially incurred by Presley CMR in connection
with the purchase by Presley CMR of that certain Gulfstream IV
aircraft (Serial No. 1140, Registration No. N77WL) (the
“Aircraft”). Pursuant to that certain Aircraft Purchase
and Sale Agreement dated as of September
, 2009, Presley CMR has agreed to
sell and transfer to Maker, and Maker has agreed to purchase and
acquire from Presley CMR, all of Presley CMR’s right, title
and interest in and to the Aircraft, subject to the Existing
Indebtedness. In consideration of, and as payment of a portion of
the purchase price for, the Aircraft, from and after the date
hereof, Maker hereby absolutely and unconditionally assumes the
Existing Indebtedness. Maker agrees that the sale and transfer to
Maker of the Aircraft constitutes good, valuable and sufficient
consideration for its assumption of the Existing Indebtedness as
evidenced by this Note and its grant to Holder of a security
interest in the Aircraft to secure Maker’s obligations
hereunder. By its acceptance of this Note, Holder acknowledges
that, from and after the date of this Note, Maker shall be fully
substituted for Presley CMR as obligor in respect of the Existing
Indebtedness, and shall be solely liable for the Existing
Indebtedness, together with all interest and other amounts from
time to time payable under this Note, and Holder shall have no
recourse to Presley CMR with respect to the Existing Indebtedness
or any such other amounts.
Maker hereby agrees that this Note
is entitled to the protections of that certain Air
