Exhibit 10.2
EXECUTION VERSION
Promissory Note
| | |
| $130,000,000.00 | | September 28, 2018 |
For value received,PHI, Inc., a Louisiana corporation (“Borrower”), promises to pay to the order of Thirty Two, L.L.C., a Nevada limited liability company (“Lender”), at its address of 4655 Sweetwater, Suite 300, Sugarland, Texas 77479, a term loan in the principal amount ofONE HUNDRED THIRTY MILLION AND NO/100 DOLLARS ($130,000,000.00)together with interest thereon in accordance with the terms set forth in this Promissory Note (this “Note”).
The terms and conditions of that certain Loan Agreement dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”), by and among Borrower, PHI Air Medical, L.L.C., and PHI Tech Services, Inc., as Subsidiary Guarantors, and Lender are incorporated herein by reference and are a part of the terms and conditions of this Note. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Loan Agreement.
REPAYMENT:The principal amount shall be due at maturity, with all accrued but unpaid interest, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, with the first interest payment being due on December 31, 2018, and the final payment of all principal and accrued but unpaid interest due on September 28, 2020.
INTEREST:Interest shall accrue on the outstanding principal amount at the rate per annum equal to six percent (6%) in accordance with the terms of the Loan Agreement. All interest shall be computed on the basis of the actual number of days elapsed over a360-day year comprised of twelve30-day months.
DEFAULT RATE:After maturity, whether that maturity results from acceleration or otherwise, and after the declaration of a Default, interest shall, to the extent permitted by law, accrue at the Default Rate. Additionally, upon the occurrence of any Event of Default (and from and after the date of such occurrence) and following the declaration of a Default, interest shall, to the extent permitted by law, accrue at the Default Rate. The “Default Rate” shall be two percent (2%) per annum in excess of the interest rate otherwise payable under this Note and in no event more than allowed by applicable law.
Borrower and each Subsidiary Guarantor waive presentment for payment, demand, notice of dishonor, protest, pleas of discussion and division and are bound jointly, severally and solidarily for the full and timely payment of this Note in accordance with its terms.
If the proceeds of any collateral for this Note are insufficient to pay this Note in full, Borrower shall remain fully obligated for any deficiency. Borrower and each Subsidiary Guarantor releases Lender from any obligation to collect any proceeds of or preserve any of Borrower’s and each Subsidiary Guarantor’s rights, including, without limitation, rights against prior parties, in any collateral in which Lender possesses a security interest. Any responsibility of Lender with respect to any collateral in which Lender possesses a security interest, whether arising contractually or as a matter of law, is hereby expressly waived.
If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) thenon-payment of any principal on this Note on the date when due; (b) thenon-payment of any interest on this Note on the date when due for a period of fifteen (15) days after Lender has mailed written notice of such to Borrower; (c) the occurrence and continuance of any Default as defined in the Loan Agreement; or (d) any discontinuance or termination of any guaranty of all or any portion of this Note by any Subsidiary Guarantor; then, at the option of Lender, the full amount of this Note and all other obligations and liabilities, direct or contingent, of Obligor to Lender shall be immediately due and payable without notice or demand except as required under the Loan Agreement.
