PROMISSORY NOTE
$7,000,000 February 7, 2000
(Date of Execution)
FOR VALUE RECEIVED, ELECSYS CORPORATION, a Kansas corporation, AIRPORT
SYSTEMS INTERNATIONAL, INC., a Kansas corporation, and DCI, INC., a Kansas
corporation (collectively, the "Borrowers"), jointly and severally promise to
pay to the order of BANK OF AMERICA, N.A. (the "Bank") at its office located at
00000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxx 00000, or at such other place as
the holder hereof may from time to time designate, the principal sum of UNITED
STATES SEVEN MILLION DOLLARS (U.S.$7,000,000), or so much thereof as shall have
been advanced by the Bank to the Borrowers under the Loan pursuant to the terms
of the Letter of Credit, Loan and Security Agreement dated as of February 7,
2000, by and between the Bank and the Borrowers (the "Loan Agreement"), with
interest thereon as provided below. Interest and principal shall be payable in
lawful money of the United States, which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment, as follows:
(a) interest on the unpaid principal balance at an annual rate, which is
equal to the fluctuating prime rate of interest established and declared by the
Bank from time to time (the "Prime Rate") plus one-half of one percent per annum
(0.5%), shall be due and payable on the first calendar day of each and every
month after the date hereof until the principal sum is paid in full; and
(b) the entire balance of principal and accrued and unpaid interest shall
be due and payable, on August 7, 2001.
The Prime Rate does not necessarily represent the lowest rate of interest
charged by the Bank to borrowers. The rate of interest charged under this Note
shall change on the first day of the calendar month following the month in which
any change in the Prime Rate is announced. Interest shall be charged based on a
360-day year factor applied to actual days elapsed.
If any amount payable hereunder is not paid when due or payment is made in
funds which are not immediately available or any other Event of Default (as
defined in the Loan Agreement) has occurred and remains in existence, interest
on the entire principal amount hereof and any accrued and unpaid interest shall
be paid at the rate which is at all times equal to three percent (3%) per annum
in excess of the rate otherwise payable hereunder from the date due until such
amount shall be paid in full or until funds are immediately available or other
Event of Default has been cured, as the case may be.
Amounts which are advanced to the Borrowers under the Loan Agreement and
then repaid by the Borrowers shall thereafter be available to be readvanced to
the Borrowers in accordance with the terms of the Loan Agreement. The fact that
the balance hereunder may be
reduced to zero from time to time pursuant to the Loan Agreement will not affect
the continuing validity of this Note or the Loan Agreement, and the balance may
be increased to the stated principal amount after any such reduction to zero.
The Borrowers may, at their option, prepay the principal balance hereof, in
whole or in part, at any time, without premium or penalty; provided that any
such prepayment is accompanied by a payment of all accrued and unpaid interest
on the amount so prepaid. As provided in the Loan Agreement, the principal
balance hereof must be immediately prepaid by the Borrowers, without premium or
penalty, from all Proceeds of the Export Receivables and Export Inventory (as
such terms are defined in the Loan Agreement) which are received by the
Borrowers or the Bank.
All payments received hereunder shall be applied first, to any unpaid
costs, fees and expenses due under the Loan Agreement and the other Financing
Documents defined therein, second, to the payment of accrued and unpaid
interest, and finally, to the payment of outstanding principal, unless otherwise
agreed to by the Bank.
This Promissory Note is the Note referred to in the Loan Agreement and is
secured by and subject to the provisions contained in the Loan Agreement.
This Note is to be governed by, construed under and enforced in all
respects according to the laws of the State of Missouri. The Borrowers hereby
consent to the non-exclusive jurisdiction of the state and federal courts of the
State of Missouri in any action to enforce the provisions of this Note.
The rights and remedies of the holder of this Note, as provided herein,
shall be cumulative and concurrent and may be pursued singularly, successively
or together at the sole discretion of the holder, and may be exercised as often
as occasion therefor shall occur, and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.
In the event that any one or more of the provisions (or any part of any
provision) of this Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, or in the event that any one or more of the
provisions of this Note operates or would prospectively operate to invalidate
this Note, then and in either of those events, such provision or provisions only
shall be deemed null and void and shall not affect any other provisions (or
remaining part of the affected provision) of this Note and the remaining
provisions (or remaining part of the affected provision) of this Note shall
remain operative and in full force and effect and shall in no way be affected,
prejudiced or disturbed thereby.
The Borrowers and any guarantors and endorsers hereof severally waive
presentment, protest and demand, notice of protest, notice of demand and of
dishonor and non-payment of this Note and expressly agree that this Note or any
payment hereunder may be extended from time to time without in any way affecting
the liability of the Borrowers and any guarantors and endorsers.
WITNESS the signature and seal of the Borrowers by their duly authorized
officers as of the day and year first above written.
WITNESS (OR ATTEST): ELCSYS CORPORATION, as a borrower
By: (SEAL)
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Name:
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Title:
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AIRPORT SYSTEMS INTERNATIONAL, INC.
By: (SEAL)
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Name:
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Title:
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DCI, Inc.
By: (SEAL)
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Name:
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Title:
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