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EXHIBIT 4.6
AIRCRAFT SECURED PROMISSORY NOTE
ORIGINAL PRINCIPAL AMOUNT: US$ 14,650,000
MAKER: IAI ALASKA I CORPORATION, a Nevada Corporation
DATED AS OF: May 17, 1996
PROMISE TO REPAY. FOR VALUE RECEIVED, IAI ALASKA I
CORPORATION, a Nevada Corporation ("Maker"), promises to pay to CITY NATIONAL
BANK, a national banking association ("Lender"), or order, the principal sum of
Fourteen Million Six Hundred Fifty Thousand U.S. Dollars (US$ 14,650,000) or
such lesser amount as shall equal the outstanding amount of the Loan made by
Lender to Maker pursuant to Section 2.1 of that certain Senior Term Loan
Agreement, dated as of May 17, 1995, (the "Aircraft Loan Agreement"), entered
into between Maker and Lender.
DEFINED TERMS. Any and all initially capitalized terms used
herein shall have the meanings ascribed thereto in the Aircraft Loan Agreement,
unless specifically defined herein. The term "or" as used in this Aircraft
Secured Promissory Note has, except where otherwise indicated, the inclusive
meaning represented by the phrase "and/or". This Aircraft Secured Promissory
Note (this "Aircraft Secured Promissory Note") is the promissory note defined
in the Aircraft Loan Agreement as the "Aircraft Secured Promissory Note" and is
subject to, and entitled to the benefits of, the terms and provisions of the
Aircraft Loan Agreement.
PAYMENTS OF PRINCIPAL AND INTEREST. Maker hereby promises to
make payments of principal and interest, with respect to the Loan, evidenced
hereby at the rates and times, and in the amounts, and in all other respects in
the manner as provided in the Aircraft Loan Agreement.
PREPAYMENTS. Maker may prepay the principal balance due under
this Aircraft Secured Promissory Note, in whole or in part, only in accordance
with the provisions of the Aircraft Loan Agreement.
APPLICATION OF PAYMENTS. All payments (including prepayments)
made hereunder shall be applied as set forth in the Aircraft Loan Agreement.
TIME AND PLACE OF PAYMENTS. All principal and interest due
hereunder is payable in immediately available United States Dollars at Lender's
office located at 400 No. Roxbury Dr. 3rd Floor, Beverly Hills, California
90210 (or at such other office designated from time to time by Lender), not
later than 1:00 p.m., Los Angeles time, on the day of payment.
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WAIVERS. Maker, for itself and its legal representatives,
successors, and assigns, expressly waives presentment, demand, protest, notice
(except as required by the Aircraft Loan Agreement), and all other requirements
of any kind, in connection with the enforcement or collection of this Aircraft
Secured Promissory Note.
ACCELERATION AND WAIVER. IT IS EXPRESSLY AGREED THAT, UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, THE UNPAID PRINCIPAL BALANCE OF AND ANY
ACCRUED AND UNPAID INTEREST UNDER THIS AIRCRAFT SECURED PROMISSORY NOTE MAY BE
DECLARED TO BE, OR SHALL IMMEDIATELY BECOME, DUE AND PAYABLE PURSUANT TO THE
TERMS OF THE AIRCRAFT LOAN AGREEMENT, WITHOUT PRESENTMENT, DEMAND, PROTEST,
NOTICE (EXCEPT AS REQUIRED BY THE AIRCRAFT LOAN AGREEMENT) OR OTHER
REQUIREMENTS OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY MAKER.
ATTORNEYS' FEES. In the event it should become necessary to
employ counsel to collect or enforce this Aircraft Secured Promissory Note,
Maker agrees to pay the reasonable attorneys' fees and costs of the holder
hereof, irrespective of whether suit is brought, to the extent and as provided
in the Aircraft Loan Agreement.
AMENDMENTS. This Aircraft Secured Promissory Note may not be
changed, modified, amended, or terminated except by a writing duly executed by
Maker and the holder hereof.
HEADINGS. Section headings used in this Aircraft Secured
Promissory Note are solely for convenience of reference, shall not constitute a
part of this Aircraft Secured Promissory Note for any over purpose, and shall
not affect the construction of this Aircraft Secured Promissory Note.
GOVERNING LAW. EXCEPT AS OTHERWISE PROVIDED IN THE AIRCRAFT
LOAN AGREEMENT: (A) THIS AIRCRAFT SECURED PROMISSORY NOTE SHALL BE DEEMED TO
HAVE BEEN MADE IN THE STATE OF CALIFORNIA; AND (B) THE VALIDITY OF THIS
AIRCRAFT SECURED PROMISSORY NOTE AND THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF, AND THE RIGHTS C)F THE PARTIES HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.
JURISDICTION AND VENUE. TO THE EXTENT PERMITTED BY LAW, MAKER
AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AIRCRAFT
SECURED PROMISSORY NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, CALIFORNIA. MAKER, TO THE
EXTENT IT MAY LEGALLY DO SO, HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
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THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION AND
STIPULATES THAT THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER
MAKER FOR THE PURPOSE OF LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS AIRCRAFT SECURED PROMISSORY NOTE.
TO THE EXTENT PERMITTED BY LAW, SERVICE OF PROCESS SUFFICIENT FOR PERSONAL
JURISDICTION IN ANY ACTION AGAINST MAKER MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 13.6 OF THE
AIRCRAFT LOAN AGREEMENT. MAKER AGREES THAT ANY FINAL JUDGMENT RENDERED AGAINST
IT IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH
FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER
PROVIDED BY LAW.
IAI ALASKA I CORPORATION, a Nevada
Corporation
By: /s/ Michael P. Grella
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Its: President
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