DIRECT OBLIGATION NOTE
FOR VALUE RECEIVED, the undersigned, ADVANCED AERODYNAMICS AND
STRUCTURES, INC. (the "Company), hereby promises to pay to THE SUMITOMO BANK,
LIMITED ("Sumitomo"), a banking corporation organized under the laws of Japan,
acting through its Los Angeles Branch, on or before August 5, 2002, the lesser
of (i) the principal sum of Eight Million Six Hundred Twenty-Five Thousand Seven
Hundred Fifty-Four Dollars ($8,625,754), together with all other amounts due and
owing under the Reimbursement Agreement dated as of August 1, 1997 (as amended
from time to time, the "Reimbursement Agreement") between the company and
Sumitomo, or (ii) the aggregate outstanding amount of all loans made to the
Company by Sumitomo pursuant to the Reimbursement Agreement, together with all
other amounts due and owing under the Reimbursement Agreement, in immediately
available funds at the principal corporate office of Xxxxxxxx's Los Angeles
Branch in Los Angeles, California (or such other office of Sumitomo located in
the United States of America as Sumitomo may designate to the Company in writing
from time to time), on the dates and at the times specified in the Reimbursement
Agreement and to pay interest on the outstanding balance of such amounts at the
times specified in the Reimbursement Agreement at a rate per annum (except as
otherwise specified in the Reimbursement Agreement) equal to (x) LIBOR less
0.15% per annum and (y) with respect to any amount not paid when due, a rate per
annum equal to the sum of the corporate base rate publicly announced by Xxxxxx
Guaranty Trust Company of New York in New York, New York for its successor),
from time to time as its prevailing corporate base rated, which rate shall
change when and as said corporate base rate changes, plus two percent (2.0%).
Xxxxxxxx is authorized to record all loans and all payments made on account of
the principal due on the loans on the Loan Schedule attached hereto. Such Loan
Schedule, and any continuations thereof, are hereby incorporated by reference
herein and made a party hereof, and Xxxxxxxx's endorsements thereon shall be
conclusive absent manifest error. The failure to make any such notation shall
not, however, affect the Company's obligations under this Note. As used herein,
"LIBOR" means with respect to any Reset Date (as hereinafter defined) the
arithmetic mean of the rates at which deposits in U.S. Dollars are offered by
four major banks in the London interbank market selected by the Bank, at
approximately 11:00 a.m., London time, on the day that is two Business Days
preceding the Reset Date to prime banks in the London interbank market for a
period of one (1) week commencing on the Reset Date. "Reset Date" means
Wednesday of each week (or, if such Wednesday is not a Business Day, the next
Business Day).
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This obligation is issued under, and is subject to all of the terms of,
the Reimbursement Agreement. Terms defined in the Reimbursement Agreement and
not otherwise defined herein shall have the same meanings herein as therein.
Notwithstanding the due date of this Note each and every amount payable
shall be accelerated to the extent that: (x) funds are available from the
Trustee from sources available under the Indenture, (y) funds are available from
the Remarketing Agent from the remarketing proceeds of the Bonds, or (z) funds
are available from any Alternate Letter of Credit (as defined in the Indenture).
The Company hereby waives presentment for payment, demand, protest,
notice of protest, notice of dishonor and all defenses on the ground of
extension of time of payment for the payment hereof which may be given (other
than in writing) by Xxxxxxxx to the Company.
This Note shall be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.
Dated: __________________
ADVANCED AERODYNAMICS AND
STRUCTURES, INC.
By:________________________________
President
ATTEST:
By:________________________
Secretary
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LOAN SCHEDULE
Principal Principal Notation
Date Amount Paid Balance Made By
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