$4,000,000 SECURED DEMAND
PROMISSORY NOTE
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$4,000,000.00
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February 5, 2009
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FOR VALUE
RECEIVED, the undersigned, MERCANTILE BANCORP, INC., a Delaware
corporation (“Mercantile”), jointly and severally,
promises to pay to the order of GREAT RIVER BANCSHARES, INC., a
Nevada corporation (“ Lender ”), ON DEMAND, at
8620 West Tropicana, Las Vegas, Nevada 89180 or such other place as
may be designated by the holder of this Note, the principal sum of
FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) or so much thereof
as may be advanced and outstanding from time to time under this
$4,000,000 Secured Demand Promissory Note (this “ Note
”), together with interest on said principal sum from the
date hereof until this Note is paid in full, at the Interest Rate.
As used herein, the term “ Interest Rate ” shall
mean, until the occurrence of an event described in
Paragraph 7 below, when the Interest Rate shall thereafter
equal the Default Rate, a per annum rate of interest equal to seven
and one-half percent (7.50%).
1 . Payment
. The principal sum of this Note and interest thereon shall be paid
as follows:
(a) Interest at
the Interest Rate shall accrue on the principal amount of this Note
from the date hereof and shall be payable on the first (1st) day of
each month, beginning with March 1, 2009.
(b) If not sooner
paid, the principal sum of this Note, together with accrued
interest thereon, shall be repaid immediately upon Lender’s
written demand. The Borrower acknowledges and agrees that Lender
may require immediate repayment of either all or a portion of the
indebtedness evidenced hereby.
2. Late
Charge; Default Rate . In the event that any scheduled monthly
installment of principal and/or interest under this Note is
received by Lender more than two (2) days after the same is due,
Borrower shall pay to Lender a late charge equal to five percent
(5.0%) of such delinquent payment. In the event that an Event of
Default (as defined below) shall occur and Lender shall exercise
its right to declare this Note to be due and payable as set forth
in Paragraph 7 below, then the unpaid principal balance under
this Note shall thereafter bear interest at the Default Rate. As
used herein, the term “ Default Rate ” shall
mean a per anum rate of interest equal to twelve and one-half
percent (12.5%).
3.
Prepayment . The unpaid principal balance of this Note may
be prepaid in whole or in part, at any time and from time to time,
without prepayment charge or penalty. All prepayments shall be
applied first to all charges and payments due from Borrower to
Lender under this Note other than principal and interest, second to
accrued and unpaid interest, and third to principal.
4.
Payments and Computations . All payments on account of
indebtedness evidenced by this Note shall be made not later than
2:00 P.M. (Central time) on the day when due in lawful money of the
United States and shall be first applied to all charges and
payments due from Borrower to Lender under this Note other than
principal and interest, second to interest on the
unpaid
principal balance of this Note and the remainder to principal. All
computations of interest shall be made by Lender on the actual days
outstanding on the basis of a three hundred sixty (360) day
calendar year. Said payments are to be made via wire transfer of
funds to Lender’s office at 8620 West Tropicana, Las Vegas,
Nevada 89180 or at such place as Lender or the legal holder of this
Note may, from time to time, in writing appoint. Unless otherwise
specified herein, all interest payable under this Note is paid in
arrears.
5.
Applicable Laws . This Note shall be construed and enforced
in accordance with the laws of the State of Illinois and shall be
conclusively deemed for all purposes to have been executed and
delivered in the State of Illinois for performance therein. This
Note is given for an actual loan of money for business purposes and
is not for agricultural, consumer, personal or residential
purposes.
6.
Collateral Security . The payment of this Note and all
obligations of Borrower in connection with this Note are secured by
that certain Stock Pledge Agreement (Borrower), dated as of the
date hereof, by and between Lender and Borrower (the “
Pledge Agreement ”) and by that certain Collateral
Assignment of Promissory Note and Other Loan Documents, dated as of
the date hereof, by and between Lender and Borrower (the “
Collateral Assignment ”).
7. Event
of Default . An “ Event of Default ”
hereunder shall be deemed to have occurred (i) if Borrower
shall fail to pay when due any sum of money due and owing under
this Note; (ii) Borrower uses the proceeds from this Note for
any purposes other than purchasing a $4,000,000.00 promissory note
executed by Mid-American Bancshares, Inc.
(“Mid-America”), Robert S. Wholey and Janet F. Wholey
in favor of First Community Bank, a Missouri state chartered bank
(“First Community”); (iii) Borrower breaches any
covenant, representation or warranty set forth in this Note, the
Pledge Agreement or the Collateral Assignment; (iv) an
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