REVOLVING CREDIT NOTE
$1,500,000.00 St. Louis, Missouri
April 25, 2000
FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the
undersigned, ARCH AIR MEDICAL SERVICE, INC., a Missouri corporation
("Borrower"), hereby promises to pay to the order of FIRSTAR BANK, N.A., a
national banking association ("Lender"), the principal sum of One Million Five
Hundred Thousand Dollars ($1,500,000.00), or such lesser sum as may then
constitute the aggregate unpaid principal amount of all Revolving Credit Loans
made by Lender to Borrower pursuant to the Loan Agreement referred to below.
The aggregate principal amount of Revolving Credit Loans which Lender shall be
committed to have outstanding under this Note at any one time shall not exceed
One Million Five Hundred Thousand Dollars ($1,500,000.00), which amount may be
borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms
and conditions of this Note and of the Loan Agreement referred to below.
Borrower further promises to pay to the order of Lender interest on the
unpaid principal balance from time to time outstanding under this Note prior to
maturity as follows: (a) so long as no Event of Default has been declared by
Lender and is continuing, at a rate per annum equal to the Prime Rate, which
rate of interest shall fluctuate as and when said Prime Rate shall change and
(b) from and after the declaration of an Event of Default by Lender and so long
as such Event of Default has not been waived in writing by Lender, at a rate per
annum equal to Three Percent (3%) over and above the Prime Rate, fluctuating as
aforesaid. Said interest shall be payable monthly on the first (1st) day of
each month commencing May 1, 2000, and at the maturity of this Note, whether by
reason of acceleration or otherwise. From and after the maturity of this Note,
whether by reason of acceleration or otherwise, interest shall accrue and be
payable on demand on the entire outstanding principal balance of this Note at a
rate per annum equal to Three Percent (3%) over and above the Prime Rate,
fluctuating as aforesaid. All payments received by Lender under this Note shall
be allocated among the principal, interest, collection costs and expenses and
other amounts due under this Note in such order and manner as Lender shall
elect. The amount of interest accruing under this Note shall be computed on an
actual day, 360-day year basis.
All payments of principal and interest under this Note shall be made in
lawful currency of the United States in Federal or other immediately available
funds at the office of Lender situated at One Firstar Plaza, St. Louis, Missouri
63101, or at such other place as the holder of this Note may from time to time
designate in writing.
Lender shall record the date and amount of each Revolving Credit Loan made
by it to Borrower and the date and amount of each payment of principal made by
Borrower with respect thereto, and may, if Lender so elects in connection with
any transfer or enforcement of this Note, endorse on the schedules forming a
part of this Note appropriate notations to evidence the foregoing information
with respect to each such Revolving Credit Loan then outstanding; provided,
however, that the obligation of Borrower to repay each Revolving Credit Loan
made to Borrower hereunder shall be absolute and unconditional, notwithstanding
any failure of Lender to make any such recordation or endorsement or any mistake
by Lender in connection with any such recordation or endorsement. Lender is
hereby irrevocably authorized by Borrower to so endorse this Note and to attach
to and make a part of this Note a continuation of any such schedule as and when
required. The books and records of Lender (including, without limitation, the
schedules attached to this Note) showing the account between Lender and Borrower
shall be admissible in evidence in any action or proceeding and shall constitute
prima facie proof of the items therein set forth in the absence of manifest
error.
Subject to the terms of the Loan Agreement referred to below, Borrower
shall have the right to prepay all at any time or any portion from time to time
of the unpaid principal of this Note prior to maturity, without penalty or
premium.
This Note is the Revolving Credit Note referred to in that certain Loan
Agreement dated the date hereof by and between Borrower and Lender (as the same
may from time to time be amended, modified, extended or renewed, the "Loan
Agreement"). The Loan Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the occurrence of certain stated
events and also for prepayments on account of the principal of this Note and
interest on this Note prior to the maturity of this Note upon the terms and
conditions specified therein. All capitalized terms used and not otherwise
defined in this Note shall have the respective meanings ascribed to them in the
Loan Agreement.
This Note is secured by, among other things, that certain Security
Agreement dated the date hereof and executed by Borrower in favor of Lender (as
the same may from time to time be amended, modified, extended, renewed or
restated, the "Security Agreement"), that certain Deed of Trust and Security
Agreement dated the date hereof and executed by Borrower for the benefit of
Lender (as the same may from time to time be amended, modified, extended,
renewed or restated, the "Missouri Deed of Trust "), that certain Assignment of
Leases and Rents dated the date hereof and executed by Borrower for the benefit
of Lender (as the same may from time to time be amended, modified, extended,
renewed or restated, the "Assignment of Leases and Rents") and that certain
Mortgage and Security Agreement dated the date hereof and executed by Borrower
in favor of Lender (as the same may from time to time be amended, modified,
extended, renewed or restated, the "Illinois Mortgage"), to which Security
Agreement, Missouri Deed of Trust, Assignment of Leases and Rents and Illinois
Mortgage reference is hereby made for a description of the security and a
statement of the terms and conditions upon which this Note is secured.
If Borrower shall fail to make any payment of any principal of or interest
on this Note as and when the same shall become due and payable, or if any Event
of Default shall occur under or within the meaning of the Loan Agreement, then
Lender's obligation to make additional Revolving Credit Loans under this Note
may be terminated in the manner and with the effect as provided in the Loan
Agreement and the entire outstanding principal balance of this Note and all
accrued and unpaid interest thereon may be declared to be immediately due and
payable in the manner and with the effect as provided in the Loan Agreement.
In the event that any payment of any principal of or interest on this Note
is not paid when due, whether by reason of maturity, acceleration or otherwise,
and this Note is placed in the hands of an attorney or attorneys for collection
or for foreclosure of the Security Agreement, the Missouri Deed of Trust the
Assignment of Leases and Rents and/or the Illinois Mortgage, or if this Note is
placed in the hands of an attorney or attorneys for representation of Lender in
connection with bankruptcy or insolvency proceedings relating hereto, Borrower
promises to pay to the order of Lender, in addition to all other amounts
otherwise due hereon, the costs and expenses of such collection, foreclosure and
representation, including, without limitation, reasonable attorneys' fees and
expenses (whether or not litigation shall be commenced in aid thereof). All
parties hereto severally waive presentment for payment, demand for payment,
protest, notice of protest and notice of dishonor.
This Note shall be governed by and construed in accordance with the
substantive laws of the State of Missouri (without reference to conflict of law
principles).
ARCH AIR MEDICAL SERVICE, INC.
By /s/ Aaron D. Todd
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Title: CFO
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