ex10-19.htm


    Exhibit
10.19

     

    C#:
000522170

    L#:
000521641

    PN#:
8800545597

    


    
      	 
      	
              Promissory
      Note

              Aircraft
      Loan

            
	
              $3,900,000.00

            	
              Funding
      Date: January 11, 2007

            


    

     

    FOR VALUE RECEIVED, DPMG, INC., ("Maker"),
promises to pay to the order of Key Equipment Finance Inc.,
("Holder"), the sum of $3,900,000.00 in
lawful money of the United States of America (the "Principal"), with interest
thereon as hereafter provided ("Interest"), to be paid in the manner set forth
herein.  This Note is executed pursuant to and is secured by, the
Collateral pledged under that certain aircraft security agreement (the "Aircraft
Security Agreement") dated as of January 11, 2007 between Maker as grantor and
Holder as secured party. Capitalized terms used herein without definition shall
have the meaning given them in the Aircraft Security Agreement.

     

    1.           Interest
Rate; Closing Rate Adjustment; Place of Payment.  (a) Interest
on the balance of the Principal outstanding on this Note shall accrue from the
Funding Date of this Note and shall be due and payable at a rate of 6.83% per
annum (the "Interest Rate") which rate shall be immediately and correspondingly
adjusted (pursuant to 2(b) hereof) with each change in the Actual Index (as
hereinafter defined).  Interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.

     

        (b) The
Interest Rate has been calculated on the assumption that the LIBOR Rate as
reported in the Wall Street Journal on the Funding Date (the “Assumed LIBOR
Rate”) will be 5.32%. If the LIBOR rate on the Funding Date is different from
the Assumed LIBOR Rate, Holder shall make a one time adjustment to the Interest
Rate on the Funding Date by increasing or decreasing, as applicable, the
Interest Rate by one (1) basis point for every one (1) basis point change in the
LIBOR Rate from the Assumed LIBOR Rate. Maker authorizes Holder to change the
amount of the Interest Rate in the Note accordingly. Holder shall notify Maker
in writing of such adjustment which shall remain in effect while any
indebtedness exists under the Note.

     

        (c) Payment
of the Principal and Interest hereunder shall be made to Holder at 66 South
Pearl Street, Post Office Box 1865, Albany, NY 12201-1865, or at such other
place as Holder may designate from time to time in writing. Holder reserves the
right to require payment on this Note to be made by wired federal funds or other
immediately available funds.

     

    2.           Repayment
Terms.  (a) Maker shall
repay the Principal and Interest hereunder in the installments set forth
below.  Each installment shall be due and payable on the first day of
each month during which any amount remains outstanding hereunder (each such date
being a "Note Payment Date") as follows:

     

    (i) If
the Funding Date occurs on the first day of the month, Maker shall pay Holder 84
consecutive Monthly installments payable in arrears, each in an amount equal to
$34,916.63 commencing and payable on the next Note Payment Date after the
Funding Date and on each succeeding Note Payment Date thereafter;

     

    OR

     

    (ii) If
the Funding Date occurs on any day other than the first day of the month, then
(A) on the first Note Payment Date after the Funding Date, an amount equal to
$739.92 per day as interim interest for the period from the Funding Date through
and including the last day of the month in which the Funding Date occurs, which
interim interest was calculated by Holder using the Assumed Index plus 151 basis
points and is expressly not subject to adjustment pursuant to Section 2(b)
hereof; plus (B) 84 consecutive Monthly installments payable in arrears, each in
an amount equal to $34,916.63 commencing and payable on the second Note Payment
Date following the Funding Date and on each succeeding Note Payment Date
thereafter;

     

    PLUS

     

    (iii) On
the 84 and final Note Payment Date, the
Balloon Payment. In addition, Maker will pay a late payment charge of five
percent of any payment due hereunder that is not paid on or before ten (10) days
after the date due hereunder.

     

     


    
      
         


      

      
        1

         


      

      
         


      

    

    
      (b) Maker
and Holder agree that each monthly installment hereunder will be increased or
decreased (but not below zero), as the case may be, by the Rate Differential as
follows: if, as of any Note Payment Date, (i) the Rate Differential is
greater than zero, the amount due on such Note Payment Date shall be increased
by such Rate Differential, and (ii) if the Rate Differential is less than zero,
the amount of the Note Payment due on such Note Payment Date shall be decreased
by such Rate Differential.

       

    

    (c) As
used herein, the following terms have the respective meanings indicated
below:

     

    (i)
“Assumed Index”
means 5.32%

     

    (ii) “Actual Index” means,
as of the date of determination, the London interbank offered rate for deposits
in United States dollars having a maturity of one month which appears in the
"Money Rates" section of The Wall Street Journal, published on the business day
on, or immediately prior to, the 28th day of the month immediately preceding
such calendar month.  If the Actual Index is no longer available,
Holder will choose a new index which is based upon comparable information and
will give Maker notice of such new "Actual Index."

     

    (iii)
“Balloon
Payment” means $2,535,000.00.

     

     

    (iv) “Net Investment
Balance” means, as of the date of determination, the outstanding balance
(calculated using the Assumed Index plus 151 basis points) reflected on Holder’s
accounting system (which assumes a 360 day year consisting of twelve 30 day
months), for the Note Payment Date immediately preceding such day or, if such
day is a Note Payment Date, for such Note Payment Date.

     

    (v)
“Rate
Differential” means, with respect to any Note Payment Date, the product
of the following formula:

     

    
      
        	
                Rate
      Differential = Actual Index - Assumed
      Index x Net Investment Balance

                12

              


      

    

     

    3.           Security.
Payment of the Principal and Interest hereunder, and the performance and
observance by Maker of all agreements, covenants and provisions contained
herein, is secured by a first priority security interest in the
Collateral.

     

    4.           Prepayment.
Except as contemplated by Section 3.1 of Article 3 of the Aircraft Security
Agreement, Maker may not prepay, in whole or in part, the Principal outstanding
hereunder; provided,
however, Maker may prepay, on any Note Payment Date and in whole but not
in part, the Principal outstanding hereunder including the Balloon Payment by
paying to Holder such outstanding Principal, together with all accrued and
unpaid interest thereon as of the date of payment, plus all fees or charges
incurred by Holder in connection with such prepayment, including, without
limitation, Holder’s reasonable attorney fees and expenses, FAA counsel fees and
expenses,  filing, registration and recording fees or charges of the
FAA, International Registry and the UCC and any applicable taxes (but excluding
internal costs to Holder related to such prepayment), plus a prepayment premium
("Prepayment Premium") equal to a percentage of the outstanding Principal
including the Balloon Payment calculated as follows:

     

    
      
        	
                Months

              	
                Prepayment
      Premium

              
	
                1 -
      12

              	
                1.00%

              
	
                13
      – 24

              	
                0.50%

              
	
                25
      – End of Term

              	
                0.00%

              


      

    

     

    Notwithstanding
anything to the contrary contained herein or in the Aircraft Security Agreement,
Holder will waive its right to require payment of the Prepayment Premium if (a)
Maker wishes to prepay the outstanding principal hereunder in connection with
Maker’s acquisition of a new aircraft, and (i) Maker wishes to finance the
purchase of such new aircraft through Holder, and (ii) Holder in its sole
discretion determines that it approves of the then credit-worthiness of Maker,
the new aircraft, and all aspects of the financing of the new aircraft, and
(iii) Maker enters into a new promissory note and aircraft security agreement
for the benefit of and on terms satisfactory to Holder to finance such new
aircraft; or (b) after the twelfth (12th) Note
Payment Date, Maker exercises the option to make no more than one (1) annual
additional principal reduction payment without penalty, provided that such
payment shall be equal to or greater than five percent (5%) of the original
Principal balance of this Note and the cumulative amount of all such prepayments
under this Section 4 (b) during the term hereof, shall not exceed twenty-five
percent (25%) of the original Principal balance of this Note.

     

     

     

     

     


    
      
         


      

      
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        5.           Transfer
or Assignment.  Holder may at any time assign or otherwise
transfer or negotiate this Note in whole or in part, without any notice to
Maker.  The rights and obligations of Maker may not be assigned or
delegated.

      

       

      6.           Application
of Payments.  Prior to an Event of Default, each payment
received on this Note shall be applied first to all costs of collection, then to
unpaid late payment charges (if any) and Prepayment Premium (if any) hereunder,
then to Interest as of the payment due date and the balance, if any, to the
outstanding Principal as of the date received.  Upon the occurrence,
and during the continuance, of an Event of Default, any payments in respect of
the Liabilities and any proceeds of the Collateral when received by Holder in
cash or its equivalent, will be applied first to costs of collection and,
thereafter, in reduction of the Liabilities in such order and manner as Holder
may direct in its sole discretion, and Maker irrevocably waives the right to
direct the application of such payments and proceeds and acknowledges and agrees
that Holder shall have the continuing and exclusive right to apply any and all
such payments and proceeds in the Holder's sole discretion, notwithstanding any
entry to the contrary upon any of its books and records.

    

    
 

    
      7.           Events of
Default.  (a) Maker shall be in default if any of the following
happens  (an "Event of Default"): (1) Maker fails to make any
installment of the Principal or Interest, or any other payment due and owing,
under this Note within ten (10) days after the same becomes due and payable; or
(2) Maker fails to perform any other obligation required to be performed by
Maker under this Note, the Aircraft Security Agreement or any of the other Loan
Documents for thirty (30) days after written notice from Holder of such failure;
or (3) any representation, warranty or other statement by or on behalf of Maker
in connection with this  Note is false or misleading in any material
respect; or (4) an Event of Default has occurred and is continuing under the
Aircraft Security Agreement.

       

    

    
      (b)
Notwithstanding anything to the contrary contained herein, upon the occurrence
of an Event of Default, Holder may declare the entire outstanding balance of the
Principal, together with all accrued and unpaid Interest thereon, immediately
due and payable without notice or demand which amounts shall, together with all
other sums due hereunder, accrue interest from such acceleration until the date
of actual payment at the Default Rate ("Default Rate" shall mean an annual
interest rate equal to the lesser of 18% or the maximum interest rate permitted
by Applicable Law).  Should there occur an Event of Default, and if a
voluntary or involuntary petition under the United States Bankruptcy Code is
filed by or against Maker while such default remains uncured, the entire
outstanding balance of the Principal automatically shall be accelerated and due
and payable with interest thereon at the Default Rate and Holder may exercise
any and all of its remedies hereunder, under the other Loan Documents and under
Applicable Law ("Applicable Law" shall mean all applicable Federal, state, local
and foreign laws, ordinances, judgments, decrees, injunctions, writs, rules,
regulations, orders, licenses, and permits of any governmental agency). The
remedies of Holder provided herein, in the Aircraft Security Agreement and under
Applicable Law shall be cumulative and concurrent and may be pursued singly,
successively or concurrently at the sole discretion of Holder and may be
exercised as often as occasion therefor shall occur.  The failure to
exercise, or any delay in the exercise of, any right or remedy shall in no event
be construed as a waiver, release or exhaustion of any such
remedies.

       
8.           Collection
Costs.  In addition to the Principal, Interest, Prepayment
Premium (if any), and late payment charges (if any), Maker shall pay Holder on
demand, and Holder shall be entitled to collect all costs and expenses of
collection, including, without limitation, reasonable attorneys' fees, incurred
in connection with enforcement of its rights and remedies hereunder and under
the other Loan Documents, the protection or realization of the Collateral or in
connection with Holder's collection efforts, or in connection with any
bankruptcy or other judicial proceeding, whether or not suit on this Note or any
foreclosure proceeding is filed.  All such costs and expenses shall be
payable on demand and, until paid, shall be Liabilities secured by the security
interest granted under the Aircraft Security Agreement and all other collateral,
if any, held by Holder as security for Maker's obligations under this
Note.

     

     

    9.           Governing
Law; Binding Agreement. The provisions of this Note shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and assigns. THIS
NOTE, THE AIRCRAFT SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS ARE BEING
DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     

     

    10.           More than
One Signer.  If more than one person or entity signs this Note
as a Maker, the obligations contained herein shall be deemed joint and several
and all references to "Maker" shall apply both jointly and
severally.

     

     

    11.           General.  Maker
represents and warrants that this Note evidences a loan for business or
commercial purposes.  Prior to signing this Note, Maker read and
understood the provisions hereof, and agrees to all terms and conditions
contained herein.

     

     

     

    
      
        
        

      

      
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      12.           Waiver.  MAKER AND ALL ENDORSERS, SURETIES,
AND GUARANTORS HEREOF HEREBY JOINTLY AND SEVERALLY WAIVE PRESENTMENT FOR
PAYMENT, DEMAND, NOTICE OF NON-PAYMENT OR DISHONOR, NOTICE OF INTENTION TO
ACCELERATE THE MATURITY, NOTICE OF PROTEST AND PROTEST OF THIS NOTE. HOLDER AND
MAKER HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS NOTE, THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION
OR PROCEEDING TO WHICH HOLDER OR MAKER MAY BE PARTIES, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY, OF THIS NOTE OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER IS MADE
KNOWINGLY, WILLINGLY AND VOLUNTARILY BY HOLDER AND THE MAKER WHO EACH
ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
EFFECT.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE AND THE OTHER LOAN
DOCUMENTS.

       

    

    
      13.           Usury;
Partial Invalidity.  (a) At no time shall the Interest Rate (or
the Default Rate or other amounts paid or collected hereunder) exceed the
highest rate allowed by applicable law for this type of loan.  Should
Holder ever collect interest at a rate that exceeds such applicable legal limit,
such excess will be credited to the Principal.

       

       

      (b) Whenever possible, each provision
of this Note shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Note shall be prohibited by
or invalid under the laws of any applicable jurisdiction, such provision, as to
such jurisdiction, shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note in any other jurisdiction.

    

     

    14.           Notices.  All
notices and other communications under this Note shall be in writing and shall
be addressed: (a) if to Maker, 2817 Crain Hwy, Upper Marlboro, MD 20774-8968;
and (b) if to Holder Key Equipment Finance Inc., 7th Floor,
66 South Pearl Street, Albany, NY 12207, Attention: Customer Service, or such
other address as either party hereto shall communicate to the other party at its
address specified above.  All such notices and other communications
shall be deemed to have been duly given if delivered by hand, overnight courier
or if sent by certified mail, return receipt requested, to the party to whom
such notice is intended to be given, and shall be effective upon
receipt.

     

     

    15.           Funding
Date.  The Funding Date for this Note shall be the date on
which Holder disburses funds hereunder. TO THE EXTENT THE FUNDING DATE IS LEFT BLANK ABOVE, OR
DOES NOT REFLECT THE ACTUAL DATE THAT HOLDER DISBURSES FUNDS HEREUNDER, MAKER
HEREBY AUTHORIZES HOLDER TO WRITE IN THE CORRECT DATE AT THE TIME OF
DISBURSEMENT.

     

     

    (Signature
Page Follows)

     


    
      
         


      

      
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    IN WITNESS WHEREOF, Maker,
intending to be legally bound, has caused this Note to be duly executed on the
day and year first above written.

     

     

    


     

     

    MAKER:

     

     

    DPMG,
INC.

    
 

     

     

    Signature:                      /S/
JOE
OLREE                                                      

    Print
Name:                   Joe
Olree

    Title:                             
Vice President

     

    
       

       

       

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