EXHIBIT 10.2
CHANGE IN TERMS AGREEMENT
Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$5,000,000.00 08-15-2007 08-14-2008 2000206013 5300 309275 123
References in the boxes above are for ▇▇▇▇▇▇'s use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
Borrower: ELECSYS CORPORATION; DCI, INC.; and NTG, INC. Lender: Bank Midwest N.A.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ City Center Square Facility
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Principal Amount: $5,000,000.00 Initial Rate: 8.500% Date of Agreement: August 15, 2007
DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 30, 2005
in the amount of $2,000,000.00, modified by a Change in Terms Agreement dated
August 30, 2006.
DESCRIPTION OF COLLATERAL. Three (3) Commercial Security Agreements all dated
December 30, 2005.
DESCRIPTION OF CHANGE IN TERMS. Increase principal amount from $3,000,000.00 to
$5,000,000.00 and extend maturity date.
PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on August 14, 2008. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning August 29, 2007, with all subsequent interest payments
to be due on the same day of each month after that.
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from
time to time based on changes in an independent index which is the Wall Street
Journal Prime Rate. That is the base rate on corporate loans posted by at least
75% of the nations 30 largest banks on the rate adjustment date (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans. If
the Index becomes unavailable during the term of this loan, Lender may designate
a substitute index after notifying Borrower. Lender will tell Borrower the
current Index rate upon ▇▇▇▇▇▇▇▇'s request. The interest rate change will not
occur more often than each day. Borrower understands that Lender may make loans
based on other rates as well. The Index currently is 8.250% per annum. The
interest rate to be applied to the unpaid principal balance during this loan
will be at a rate of 0.250 percentage points over the Index, resulting in an
initial rate of 8.500% per annum. NOTICE: Under no circumstances will the
interest rate on this loan be more than the maximum rate allowed by applicable
law.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by ▇▇▇▇▇▇ to this Agreement does not waive ▇▇▇▇▇▇'s right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by ▇▇▇▇▇▇ in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
BORROWER:
ELECSYS CORPORATION
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President & CEO of ELECSYS CORPORATION
DCI, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President of DCI, INC.
NTG, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director/ Treasurer of NTG, INC.