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Exhibit 10.62
WEXFORD AIR HOLDINGS INC.
(FKA WEXFORD III CORP.)
11.5% NOTE DUE MAY 15, 2002
16,882,520.34 May 14, 2001
FOR THE VALUE RECEIVED of full satisfaction of principal and interest
due WexAir, LLC by Wexford Air Holdings Inc. (FKA Wexford III Corp.) under
its 11.5% Note due May 15, 2001, the undersigned, Wexford Air Holdings Inc.
(FKA Wexford III Corp.) (herein called the "Company"), a corporation
organized and existing under the laws of the State of Delaware, hereby
promises to pay to the order of WexAir, LLC the principal sum of Sixteen
Million Eight Hundred Eighty Two Thousand, Five Hundred Twenty Dollars and
Thirty Four Cents on May 15, 2002, or if such day is a Saturday, Sunday or
any day in which banks located in the State of New York are authorized or
obligated to close, then on the next day which is not a Saturday, Sunday or
day in which banks located in the State of New York are authorized or
obligated to close, or on such earlier date as the Company may specify in
written notice to WexAir, LLC, with interest (computed on the basis of a
360-day year of twelve 30-day months and compounded semiannually) (a) on the
unpaid balance thereof at the rate of 11.5% per annum from the date hereof,
payable at maturity which interest rate reflects the increased cash flow
needs of the Company and its subsidiaries, and (b) to the extent permitted by
law, on any overdue payment (including any overdue prepayment) of principal
and any overdue payment of interest, payable as aforesaid (or, at the option
of the holder hereof, on demand), at a rate per annum from time to time equal
to the greater of (i) 15% or (ii) 5% over the rate of interest publicly
announced by the Chase Manhattan Bank from time to time in New York, New York
as its "base" or "prime" rate.
Payments of principal of and interest on this Note are to be made in
lawful money of the United States of America at the office of the Company or
at such other place as the Company shall have designated by written notice to
the holder of this Note.
The Company agrees, and the holder agrees, that the indebtedness
evidenced by this Note is subordinate in right of payment, to the extent and
in the manner provided in this paragraph, to the prior payment in full of all
Senior Debt, and that the subordination is for the benefit of the holders of
Senior Debt. "Senior Debt" means any indebtedness for borrowed money, or any
guarantee of such indebtedness, of the Company outstanding at any time except
debt that by its terms is not senior in right of payment to this Note. Upon
any distribution to creditors of the Company in a liquidation or dissolution
of the Company or in a bankruptcy, reorganization, insolvency, receivership
or similar proceeding relating to the Company or its property, (1) holders of
Senior Debt shall be entitled to receive payment in full in cash of the
principal of and interest (including interest accruing after the commencement
of any such proceeding) to the date of payment on the Senior Debt before the
holder shall be entitled to receive any payment of principal of or interest
on this Note; and (2) until the Senior Debt is paid in full in cash, any
distribution to which the holder would be entitled but for this paragraph
shall be made to holders of Senior Debt as their interests may appear. The
Company may not pay principal of or interest on this Note and may not acquire
this Note for cash or property other than capital stock of the Company if a
default on Senior Debt occurs and is continuing that permits holders of such
Senior Debt to accelerate its maturity, and if a distribution is made to the
holder that because of this paragraph should not have been made to it, the
holder who receives the distribution shall hold it in trust for holders of
Senior Debt and pay it over to them as their interests may appear. After all
Senior Debt is paid in full and until this Note is paid in full, the holder
shall be subrogated to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the holders have been applied to the payment of Senior
Debt. Nothing in this paragraph shall impair, as between the Company and the
holder, the obligation of the Company, which is absolute and unconditional,
to pay principal of and interest on this Note in accordance with its terms.
The Company may prepay this Note, in whole or in part, at any time
together with interest accrued to the date of such prepayment. Upon any sale,
assignment, transfer or other disposition of any stock of Chautauqua
Airlines, Inc., or upon any issuance or sale by the Company of any capital
stock, the Company shall prepay principal and interest on this Note in an
amount equal to the cash proceeds of any such disposition, issuance or sale,
net of reasonable costs and expenses and net of any repayments of
indebtedness secured by a lien on any such stock of Chautauqua Airlines, Inc.
If the Company defaults in the payment of any amount due hereon when
due, and payable, the principal of this Note together with all accrued and
unpaid interest hereon may be declared due and payable by the holder by
notice to the Company.
This Note, and the rights associated herewith, may be transferred by the
Holder only by surrender to the Maker for reissuance along with appropriate
transfer instructions, The Maker shall reissue this Note as and when
requested by the Holder at any time prior to its maturity in accordance with
those instructions.
WEXFORD AIR HOLDINGS INC.
(FKA WEXFORD III CORP.)
By: JAY MAYMUDES
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Name: Jay Maymudes
Title: Vice President