EX-10.2



 Exhibit 10.2 

PROMISSORY NOTE NO. 1 

(Term Loan) 
  

			
	 $3,684,000.00
	  	June 21, 2016

 FOR VALUE RECEIVED, UTSI FINANCE, INC., a Michigan corporation (“Borrower”)
having the address of 12755 E. Nine Mile Road, Warren, Michigan, 48089, promise(s) to pay to the order of FLAGSTAR BANK, F.S.B., a federally chartered savings bank (together with its successors and assigns, “Bank”), or to
order, on or before June 30, 2026 (“Term Loan Maturity Date”), the principal amount not to exceed Three Million Six Hundred Eighty Four Thousand and No/100 Dollars ($3,684,000.00), together with interest on the unpaid
principal amount hereof until paid at the rates per annum set forth below (“Term Loan”). 
 The Loan Agreement 

This Term Note (this “Note”) is one (1) of ten (10) Notes described in that certain Loan and Financing
Agreement of even date between Bank and the Borrower (as amended, restated or otherwise superseded from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined in this Note have the meanings
given them in the Loan Agreement. This Note is issued pursuant to the Loan Agreement. This Note is secured by a Commercial Mortgage against property commonly known as 4440 Wyoming, Dearborn, Michigan. 

Interest 
 While no Event of
Default exists, amounts outstanding under this Note will (except to the extent specifically provided to the contrary) bear interest at a rate per annum equal to the sum of (a) LIBOR plus (b) two and one-quarter percent (2.25%). 

The following terms shall have the respective meanings attributed to them: 

“Base Rate” means, as determined for any day, a variable rate of interest equal to one percent (1%) per annum
less than the greater of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the Prime Rate for such day. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day. 

“Interest Period” means (i) the period beginning the day principal is first advanced under this Note to, but
excluding, the first Payment Date, and (ii) each subsequent period commencing on (and including) the last day of the preceding Interest Period and ending on (but excluding) the next Payment Date; provided that in no event shall any Interest
Period extend beyond the Term Loan Maturity Date. 
 “LIBOR” means, with respect to any Interest Period, the
interest rate per annum determined by Bank by dividing (i) the rate that appears as the one (1) month ICE Benchmark Administration LIBOR Rate for United States Dollar deposits (as quoted by Bloomberg Finance L.P.) offered by leading banks
in the London interbank deposit market at approximately 11:00 a.m. London time, two (2) Business Days prior to the first day of such Interest Period (or, if for any reason, such source for rate information no longer exists, a comparable
replacement rate determined by Bank at such time), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. 







 “LIBOR Reserve Percentage” means the maximum effective percentage in
effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal, and emergency reserve requirements) with
respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities”). 
 “Payment Date”
means the 1st day of each month. 
 “Prime Rate” means, for any day, the variable per annum rate of interest so
designated from time to time by Bank as its “prime rate.” The Borrower acknowledges that the Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer of Bank and that changes
in the rate of interest applicable to this Note resulting from changes in the Prime Rate shall take place immediately without notice or demand of any kind. 

The following provisions shall also apply to the principal from time to time evidenced by this Note: 

(a) Except as specifically provided to the contrary in this Note, the entire principal balance shall be carried in consecutive Interest
Periods, each of one-month duration and commencing on the expiration of each preceding Interest Period; 
 (b) LIBOR may be deemed by Bank
(in Bank’s sole reasonable discretion) to be unavailable if a Default or Event of Default occurs or if Bank reasonably determines that (i) no adequate basis exists for determining LIBOR, (ii) adverse or unusual conditions in or
changes in applicable law or the London interbank eurodollar market make it illegal or, in the reasonable judgment of Bank, impossible to fund loans at LIBOR or make LIBOR unreflective of the actual costs of funds to Bank, or (iii) it has
become unlawful for Bank to charge interest on Loans by reference to LIBOR; and 
 (c) If LIBOR is deemed by Bank to be unavailable, then
Bank shall so notify the Borrower, and all LIBOR Loans (as defined below) shall immediately and automatically begin bearing interest at the Base Rate (and shall continue to do so until LIBOR is reasonably deemed available by Bank). 

Interest Computations 
 Interest
due with respect to this Note shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed. If the due date for any payment required under this Note is extended by operation of law, interest shall be payable
for such extended time. If any payment required under this Note is due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day (with interest continuing to accrue until paid), unless such extension would
carry such date for payment into the next month, in which event such payment shall be made on the preceding Business Day. 
 Principal and Interest
Payments 
 The Borrower shall repay the outstanding principal balance of this Note in consecutive monthly installments of principal
each in the amount of Thirty Thousand Seven Hundred and 00/100 Dollars ($30,700.00), with such installments due on each Payment Date. Together with each installment of principal, Borrower shall also pay all accrued interest. On the Term Loan
Maturity Date, the Borrower 

  
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shall repay all Obligations then outstanding with respect to the Term Loan, including, without limitation, the outstanding principal balance of this Note, all interest accrued thereon, prepayment
fees, charges and premiums, and all costs and expenses payable to Bank. 
 The Borrower may prepay this Note in whole or in part at any
time, without premium or additional charge, except as set forth in this Note. Amounts so prepaid may not be borrowed or reborrowed, and the Term Loan shall be permanently reduced by the amount so prepaid. 

Prepayment; Yield Maintenance and Breakage 

Except for any obligations under a Swap, if any, so long as interest is accruing at a LIBOR-based rate (“LIBOR Loan”),
the Borrower may prepay only upon at least three (3) Business Days’ prior written notice to Bank (which notice shall be irrevocable), and the Borrower shall pay the applicable Yield Maintenance Fee (if any) to Bank and any actual breakage
costs incurred by Bank, upon request of Bank, in connection with the payment of a LIBOR Loan on a date other than the last day of the Interest Period for such LIBOR Loan. As used herein, “Yield Maintenance Fee” means an
amount computed as follows in connection with prepayment of LIBOR Loans: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the
Interest Period applicable to the LIBOR Loan as to which the prepayment is made shall be subtracted from the LIBOR in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the
result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the applicable
Interest Period. The resulting amount shall be the Yield Maintenance Fee, which shall be due and payable upon the prepayment of a LIBOR Loan. If by reason of an Event of Default, Bank elects to declare the Obligations under this Note to be
immediately due and payable, then a Yield Maintenance Fee with respect to then outstanding LIBOR Loans shall be due and payable. The Borrower acknowledges that Bank will incur substantial additional costs and expenses, including loss of yield and
anticipated profitability, in the event of prepayment of a LIBOR Loan and that the Yield Maintenance Fee compensates Bank for such costs and expenses and is bargained for consideration and not a penalty. 

Swap Transaction Obligations 
 In
connection with the loan evidenced by this Note, the Borrower and Bank have entered into Swap Transaction Documents (defined in the Loan Agreement). Any prepayment, including the application of proceeds of Collateral, of principal of this Note
(whether voluntary or involuntary) that, when added to the principal of all other Notes results in the remaining principal balance of the Notes, in the aggregate, being less than the then remaining notional principal amount of the Swap (defined in
the Loan Agreement) allocable thereto (i) will require equivalent reductions in the notional amount of the Swap under the Swap Transaction Documents and (ii) in connection therewith, the Borrower will be required to pay, under the Swap
Transaction Documents, assessments, losses, fees, and charges described therein. 
 “Swap” means one
or more agreements between the Borrower and Bank with respect to any interest rate swap, forward, future, or derivative transaction or option or similar agreement involving, or settled by reference to, one or more interest rates, currencies,
commodities, equity or debt instruments or securities, or economic financial or pricing indices, or measures of economic, financial, or pricing risk of value. 

“Swap Transaction Documents” means: any and all documents related to any Swap by and between the
Borrower and Bank, including but not limited to an International Swap Dealers Association 

  
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Master Agreement, the Schedule to the Master Agreement, any Credit Support Annexes, any Swap Trade Confirmation, risk disclosure statement, eligible contract participant verification form, and
all such other related documents as Bank may require. 
 Acceleration; Default Interest and Late Charges 

Upon the occurrence of an Event of Default, (a) Bank may declare the aggregate unpaid balance of principal of this Note, plus all accrued
interest and all other unpaid Obligations, to be immediately due and payable, and (b) all Obligations evidenced by this Note shall bear interest at the Default Rate. In addition, if any payment required under this Note is not paid in full
within ten days after its due date, the Borrower shall pay to Bank, on demand, a late payment charge equal to three percent (3%) of the overdue payment. The provisions of this Section, and Borrower’s liability and responsibility under this
Note and with respect to other Obligations, and Bank’s rights with respect thereto, are expressly subject to the provisions of Section 15 of the Loan Agreement. 

Application of Payments 
 Any
payments received by Bank with respect to this Note prior to the occurrence of an Event of Default shall be applied first to any costs, expenses, fees, or prepayment premiums due to Bank, second to any accrued interest, and third to the unpaid
principal. Any payments received after the occurrence of an Event of Default shall be applied to the Obligations in such a manner as Bank shall determine. 

Place for Payments 
 All payments
under this Note shall be made at the office of Bank at the address set forth on the signature page of this Note (or at such other place as Bank may designate from time to time in writing) in lawful money of the United States of America, in federal
or other immediately available funds. 
 Waivers by the Borrower 

The Borrower waives presentment, demand, notice of dishonor, protest, and all other demands and notices (except as provided in or required by
the Loan Agreement or other Loan Documents) in connection with the delivery, acceptance, performance, and enforcement of this Note. The Borrower’s liability under this Note shall remain unimpaired, notwithstanding (i) any extension of the
time for payment or other indulgence granted by Bank, (ii) the release of all or any part of the security granted to Bank, or (iii) the liability (or release of liability) of any party that may assume or otherwise be liable for the payment
of the indebtedness evidenced by this Note or the performance of the Obligations of the Borrower under any of the other Loan Documents. 
 Business
Purposes 
 The Borrower represents to Bank that the proceeds of this Note will be used solely for business purposes and shall not be
used for personal, family, or household purposes. 
 Note as Loan Document 

This Note constitutes a Loan Document as defined in the Loan Agreement and shall be governed by the provisions of the Loan Agreement pertaining
to setoff, governing law, and jurisdiction and forum. 

  
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 WAIVER OF JURY TRIAL, SERVICE OF PROCESS AND DAMAGES 

THE BORROWER AND, BY ITS ACCEPTANCE
OF THIS NOTE, BANK EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE
RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN), OR
ACTIONS OF THE BORROWER OR BANK, INCLUDING, WITHOUT LIMITATION, BANK’S
ADMINISTRATION OF THE TERM LOAN OR ENFORCEMENT OF THIS NOTE OR THE
OTHER LOAN DOCUMENTS. THE BORROWER AGREES IT SHALL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY
CANNOT BE WAIVED OR HAS NOT BEEN WAIVED. 

IN ANY ACTION OR PROCEEDINGS ARISING
OUT OF, OR RELATING TO, THIS NOTE, THE BORROWER ABSOLUTELY AND
IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, DECLARATION, OR OTHER
PROCESS AND ABSOLUTELY AND IRREVOCABLY AGREES THAT SERVICE OF PROCESS MAY
BE MADE IN THE MANNER (AND TO THE ADDRESS FOR NOTICES TO
THE BORROWER) SPECIFIED IN THE LOAN AGREEMENT. 

THE BORROWER CERTIFIES THAT NO REPRESENTATIVE,
AGENT, OR ATTORNEY OF BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVERS AND AGREEMENTS, EACH OF WHICH CONSTITUTES A MATERIAL INDUCEMENT
FOR BANK TO ACCEPT THIS NOTE AND TO MAKE THE TERM LOAN. 

[Remainder of Page Intentionally Left Blank; Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first above written. 

 

			
	BORROWER:
	
	UTSI FINANCE, INC., a Michigan corporation
		
	By:	 	 /s/ Violeta V. Golematis

		 	Violeta V. Golematis
		 	Its: Treasurer


 Address for Payments: 

Flagstar Bank, FSB 
 Commercial Loan Operations 

5151 Corporate Drive 
 Mail Stop E-203-3 

Troy, Michigan 48098 

  
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