EX-99.T 7 g75868ex99-t.txt PROMISSORY NOTE, DATED APRIL 22, 2002 EXHIBIT T --------- PROMISSORY NOTE WITH AMORTIZATION SCHEDULE $1,000,000.00 Cleveland, Ohio April 22, 2002 FOR VALUE RECEIVED, the undersigned, ELMWOOD PARTNERS II, an Ohio general partnership (the "Maker"), promises to pay to the order of THE KINDT-COLLINS COMPANY, a Delaware corporation (hereinafter with its assignees referred to as the "Payee"), the principal sum of One Million Dollars ($1,000,000.00), together with the interest on the unpaid principal balance at the nominal annual rate of 5.54% per annum. The principal amount of this Note shall be payable in semi-annual installments together with interest accrued on the outstanding principal balance on each June 30 and December 31 as provided in the Amortization Schedule attached hereto until the principal amount and interest have been paid in full. The Maker shall have the right to prepay all or any part of the principal sum of this Note, without penalty, at any time or times together with interest accrued on the prepaid principal amount to the date of such prepayment. All payments of principal and interest shall be made at such place as the Payee shall designate in writing to the Maker from time to time. In the event the Maker shall (1) fail to make any payment of principal and/or interest due hereunder on the date or dates of payment called for hereunder, and such non-payment shall not have been made within fifteen (15) days: (2) be subject to the entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker a bankrupt or insolvent, which decree or order shall continue undischarged or unstayed for a period of thirty (30) days; (3) be subject to the institution of proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a bankruptcy proceeding against it, or file a petition or answer or consent seeking reorganization under federal bankruptcy laws or any other similar applicable state law, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of all or substantially all of its property, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due (each constituting an "event of default"), then the Payee may declare the entire remaining indebtedness owing hereunder, including accrued interest, to become immediately due and payable by notice in writing given to the Maker, which notice shall be effective upon receipt by the Maker. By accepting this Note the Payee represents, warrants and agrees that it is acquiring this Note for investment purposes and not with a view to the distribution of any portion thereof. WITNESS the due execution hereof, as of the day and year first written above. ELMWOOD PARTNERS II By: ---------------------------------- Jon A. Lindseth, Managing Partner ELMWOOD PARTNERS II Payment of Note Interest Compound Period Semiannual Nominal Annual Rate 5.5400% Periodic Rate 2.7700% Daily Rate 0.0152% CASH FLOW DATA
------------------------------------------------------------------------------------------------------------ EVENT START DATE AMOUNT NUMBER PERIOD END DATE ------------------------------------------------------------------------------------------------------------ Loan 04/22/2002 1,000,000.00 1 Loan -- 2 Payment 06/30/2003 50,000.00 20 Semiannual 12/31/2012 AMORTIZATION SCHEDULE -- NORMAL AMORTIZATION 4/22/02 PAYMENT INTEREST PRINCIPAL BALANCE ------------------------------------------------------------------------------------------------------------ Loan 04/22/2002 1,000,000.00 Loan -- 2002 Totals -- -- 1,000,000.00 1 06/30/2002 10,488.00 10,488.00 1,000,000.00 2 12/31/2002 27,700.00 27,700.00 1,000,000.00 2002 Totals 3 06/30/2003 77,700.00 27,700.00 50,000.00 950,000.00 4 12/31/2003 76,315.00 26,315.00 50,000.00 900,000.00 2003 Totals 5 06/30/2004 74,930.00 24,930.00 50,000.00 850,000.00 6 12/31/2004 73,545.00 23,545.00 50,000.00 800,000.00 2004 Totals 7 06/30/2005 72,160.00 22,160.00 50,000.00 750,000.00 8 12/31/2005 70,775.00 20,775.00 50,000.00 700,000.00 2005 Totals 9 06/30/2006 69,390.00 19,390.00 50,000.00 650,000.00 10 12/31/2006 68,005.00 18,005.00 50,000.00 600,000.00 2006 Totals 11 06/30/2007 66,620.00 16,620.00 50,000.00 550,000.00 12 12/31/2007 65,235.00 15,235.00 50,000.00 500,000.00 2007 Totals 13 06/30/2008 63,850.00 13,850.00 50,000.00 450,000.00 14 12/31/2008 62,465.00 12,465.00 50,000.00 400,000.00 2008 Totals 15 06/30/2009 61,080.00 11,080.00 50,000.00 350,000.00
Page 1 of 2 ELMWOOD PARTNERS II Payment of Note Interest Compound Period Semiannual Nominal Annual Rate 5.5400% Periodic Rate 2.7700% Daily Rate 0.0152%
CASH FLOW DATA ---------------------------------------------------------------------------------------------------------------------------------- EVENT START DATE AMOUNT NUMBER PERIOD END DATE ---------------------------------------------------------------------------------------------------------------------------------- Loan 04/22/2002 1,000,000.00 1 Loan -- 2 Payment 06/30/2003 50,000.00 20 Semiannual 12/31/2012
AMORTIZATION SCHEDULE - NORMAL AMORTIZATION 16 12/31/2009 59,695.00 9,695.00 50,000.00 300,000.00 2009 Totals 17 06/30/2010 58,310.00 8,310.00 50,000.00 250,000.00 18 12/31/2010 56,925.00 6,925.00 50,000.00 200,000.00 2010 Totals 19 06/30/2011 55,540.00 5,540.00 50,000.00 150,000.00 20 12/31/2011 54,155.00 4,155.00 50,000.00 100,000.00 2011 Totals 21 06/30/2012 52,770.00 2,770.00 50,000.00 50,000.00 22 12/31/2012 51,385.00 1,385.00 50,000.00 1,329,038.00 329,038.00 1,000,000.00
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