EXHIBIT 10.2
EXHIBIT A
TO THE TERM CREDIT AGREEMENT
FORM OF TERM NOTE
TERM NOTE
Los Angeles, California
U.S.$750,000 May 6, 2004
FOR VALUE RECEIVED, the undersigned, VISIJET INC., a Delaware
corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the
order of HIT CREDIT UNION (the "Lender"), without offset or counterclaim, the
principal sum of SEVEN HUNDRED FIFTY THOUSAND U.S. DOLLARS (U.S.$750,000) on or
before the Maturity Date (as such term is defined in the Credit Agreement
referred to below). The Borrower further promises to pay interest on the Term
Loan outstanding hereunder from time to time at the interest rates, and payable
on the dates, set forth in the Credit Agreement referred to below. This Term
Note may be prepaid at any time prior to the Maturity Date without premium or
penalty.
1. PAYMENT. Both principal and interest are payable in lawful money of
the United States of America and in immediately available funds to the Lender at
Berth 0, Xxxxx 0, 0/X, Xxxxxxxxx Xxxx Xxxx, Xxxxx Xxxx Xxxxx, New Territories,
Hong Kong, or such other place as the Lender may designate in writing to the
Borrower from time to time.
2. RECORD KEEPING. The Lender shall record the amount of principal and
interest due and payable from time to time hereunder, each payment thereof and
the resulting unpaid principal balance hereof, in the Lender's internal records,
and any such recordation shall be rebuttable presumptive evidence of the
accuracy of the information so recorded; PROVIDED, HOWEVER, that the Lender's
failure so to record shall not limit or otherwise affect the obligations of the
Borrower hereunder and under the Credit Agreement to repay the principal of and
interest on the Term Loan.
3. CREDIT AGREEMENT. This Term Note is the Note referred to in, and is
subject to and entitled to the benefits of, that certain Term Credit Agreement,
dated of even date herewith (as amended, modified, renewed or extended from time
to time, the "Credit Agreement") between the Borrower and the Lender. Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement. The Credit
Agreement provides, among other things, for acceleration (which in certain cases
shall be automatic) of the maturity hereof upon the occurrence of certain stated
events, in each case without presentment, demand, protest or further notice of
any kind, all of which are hereby expressly waived. This Term Note is secured by
certain Collateral more specifically described in the Security Agreement.
4. LIMITATION ON INTEREST RATE. In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest hereunder or under the Credit
Agreement
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and charged or collected by the Lender or any holder of this 'Term Note exceed
the highest rate permissible under any law which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto. In the
event that such a court determines that the Lender has charged or received
interest hereunder or under the Credit Agreement in excess of the highest
applicable rate, the rate in effect hereunder and under the Credit Agreement
shall automatically be reduced to the maximum rate permitted by applicable law
and the Lender shall apply all interest paid in excess of the maximum lawful
rate to reduce the principal balance of the amounts outstanding hereunder and
under the Credit Agreement It is the intent of the parties hereto that the
Borrower not pay or contract to pay, and that the Lender not receive or contract
to receive, directly or indirectly in any manner whatsoever, interest in excess
of the maximum rate of interest that may be paid by the Borrower to the Lender
under applicable law
5. GOVERNING LAW. THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED TN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCLUSIVE OF ITS CONFLICTS
OF LAWS AND CHOICE OF LAWS RULES THAT WOULD OR MAY CAUSE THE APPICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.
VISIJET INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxx
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Its: COO, Corporate Secretary and Treasurer
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