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NOTE

Promissory Note

NOTE | Document Parties: HERITAGE BANKSHARES INC /VA | CARDINAL BANK You are currently viewing:
This Promissory Note involves

HERITAGE BANKSHARES INC /VA | CARDINAL BANK

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Title: NOTE
Governing Law: Virginia     Date: 10/3/2006
Industry: Regional Banks    

NOTE, Parties: heritage bankshares inc /va , cardinal bank
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Exhibit 10.14

CB Loan No.                     

NOTE

 

 

 

 

$5,000,000.00

  

Manassas, Virginia

 

  

September 28, 2006

FOR VALUE RECEIVED, the undersigned, HERITAGE BANKSHARES, INC. , a Virginia corporation (the “ Borrower ”), promises to pay to the order of CARDINAL BANK , a Virginia banking corporation, its successors and assigns (the “ Lender ”) with offices at 8270 Greensboro Drive, Suite 500, McLean, Virginia 22102, or at such other address as the Lender shall specify in writing, in lawful money of the United States of America, the principal sum of FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00) , together with interest on the unpaid principal balance advanced at the rate and on the terms hereinafter provided, all without offset or deduction (including all modifications, amendments, substitutions, renewals or extensions hereof and allonges hereto, this “ Note ”). This is a single draw term credit facility.

1. Definitions . The specified terms, as they may be used in this Note, shall have the following meanings:

Control ” of a Person means (i) ownership, control, or power to vote 51% or more of any class of voting securities of such Person, directly or indirectly or acting through one or more other Persons; (ii) control in any manner over the election or appointment of a majority of the directors, trustees, managers or general partners (or individuals exercising similar functions) of such Person; (iii) the direct or indirect power to exercise a controlling influence over the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise; or (iv) conditioning in any manner the transfer of 51% or more of any class of voting securities of such Person upon the transfer of 51% or more of any class of voting securities of another Person.

LIBOR ” means the rate per annum (rounded upward, if necessary, to the nearest 1/16 th of 1%) obtained by determining the one-day (or multiple day, as applicable, in contemplation of succeeding non-Business Days) interest period London Interbank Offered Rate, as fixed by the British Bankers Association for United States dollar deposits in the London Interbank Eurodollar Market at approximately 11:00 a.m. London, England time (or as soon thereafter as practicable) each day (or, if such day is a non-Business Day, as fixed in the same manner on the immediately preceding Business Day, which day’s rate shall apply to the immediately succeeding non-Business Days), as determined by the Lender from any broker,

 

 

 

 

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quoting service or other commonly available source utilized by the Lender. Notwithstanding any provision above, the practice of rounding to determine LIBOR may be discontinued at any time in the Lender’s sole discretion. As used in this definition, “Business Day” means any day of the year on which dealings are carried on in the London Interbank Eurodollar Market.

Loan means the commercial loan made by the Lender to the Borrower in the principal amount of, and evidenced by, this Note.

Loan Agreement ” means that certain Loan Agreement dated as of the date hereof by and between the Borrower and the Lender, as amended, modified or supplemented from time to time.

Loan Documents ” means this Note, the Loan Agreement and all other related documents, whether now or hereafter executed, evidencing, guarantying or securing the Loan or given by the Borrower in connection therewith, all as the same may be amended, modified or supplemented from time to time,

Party ” means the Borrower, any indorser or guarantor of this Note, any grantor or debtor giving security for this Note, and any other obligor on any of the Loan Documents.

Person ” means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization.

All other capitalized terms, unless otherwise defined, shall have the same definition as set forth in the Loan Agreement.

2. Interest Rate . This Note shall bear interest on the principal balance outstanding from time to time, at a variable rate per annum equal to the 30-day LIBOR rate, as such rate may change from time to time, plus two and forty one-hundredths percent (2.40%). Adjustments to the interest rate applicable on this Note, in accordance with changes in the 30-day LIBOR rate, shall be made by the Lender on a weekly basis.

3. Payment and Maturity .

(a) Commencing on November 1, 2006 and continuing on the first (1 st ) day of each and every calendar month thereafter until the Maturity Date, the Borrower shall pay to the Lender, in accordance with the monthly invoices calculated and rendered by the Lender, the interest accrued on this Note; then,

(b) If not sooner paid, on September 30, 2011 (the “ Maturity Date ”), the Borrower shall pay to the Lender in full the entire balance of principal remaining unpaid, plus accrued interest thereon at the aforesaid rate not previously paid, and fees and costs, if any.

(c) All payments due under this Note shall be payable in immediately available funds in lawful money of the United States which shall be legal tender for public and private debts at the time of payment. The making of any payment in other than immediately

 

 

 

 

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available funds, which the Lender, at its option elects to accept, shall be subject to collection, and interest shall continue to accrue until the funds by which payment is made are available to the Lender for its use.

4. Prepayment . The Borrower may prepay the whole or any part of the outstanding indebtedness evidenced by this Note at any time prior to the Maturity Date, without penalty. Any prepayment shall include interest accrued to the date of such prepayment and all other sums then due under any of the Loan Documents. Any partial prepayment shall be applied against the interest on this Note and then to the principal sum then outstanding and shall not postpone the due date of any subsequent installment or change the amount of any installment, unless agreed to by the Lender in writing.

5. Application of Payments . For the purposes of computing interest on the debt evidenced hereby, interest on the Loan amount advanced and outstanding shall be calculated on the basis of a three hundred sixty (360) day calendar year based on the actual number of days elapsed. Payments or prepayments on this Note shall be applied first to late charges, reasonable costs of collection and enforcement, then to pay or to reimburse the Lender for any costs incurred or advances made by the Lender under the Loan Agreement, then to pay accrued and unpaid interest, and the remainder to pay principal then due and payable hereunder. The Lender’s books and records shall be presumed correct as to the sums outstanding under this Note, except in the case of manifest error.

6. Late Charge . In the event any installment due under this Note is paid more than ten (10) days after the date when the same is due, then the Lender shall be entitled to collect a “late charge” in an amount equal to five percent (5%) of such installment. Acceptance by the Lender of any late payment without an accompanying late charge shall not be deemed a waiver of the Lender’s right to receive such late charge or to receive a late charge for any subsequent payment received more than ten (10) days after its due date.

7. Default .

(a) Default . Each of the following events or conditions shall constitute an event of default under this Note (hereinafter “ Default ”):

(i) the failure to make any payment of principal, interest or any other amount due under this Note when such payment is due;

(ii) any default under the terms of any of the Loan Documents (the terms and provisions of which are incorporated herein by this reference as if set forth in full), or the failure to perform or observe any warranty, covenant, or other condition of any of the Loan Documents which remains uncured after the provided grace period, if any;

(iii) any default by the Borrower or any indorser or guarantor of the payment of this Note with respect to any indebtedness to the Lender (other than this Note) or to any other creditor or obligee;

 

 

 

 

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(iv) the merger, consolidation, reorganization, dissolution, or termination of existence of any Party;

(v) the pledge, lease or other disposition of all or substantially all of the assets of any Party;

(vi) any change, or any transaction which results or could result in a change, in the Control of any Party (including, without limitation, the sale of all or a controlling interest in the Borrower);

(vii) the determination by the Lender that any warranty, representation, certificate, statement or information provided by any Party or any Person on behalf of a Party to the Lender in connection with any of the Loan Documents, or to induce the Lender to make or extend or modify the terms of the loan evidenced by this Note, was false or misleading, or that any Party or any Person on behalf of a Party failed to provide or disclose any facts or information, which failure rendered such warranty, representation, certificate, statement or information misleading;

(viii) the inability of any Party to pay its debts as they mature, the insolvency of any Party, the filing of a petition by or against any Party under the provisions of any bankruptcy, reorganization, arrangement, insolvency, liquidation or similar law for relief of debtors, the appointment or application for appointment of any receiver for any Party or the property of any Party, the issuance or service of any attachment, levy, garnishment, tax lien or similar process against any Party or the property of any Party, the entry of a judgment against any Party, or an assignment for the benefit of creditors by any Party;

(ix) any indorsement or guaranty of the payment of this Note shall cease for any reason to be in full force and effect (excepting the death of such guarantor), or any indorser or guarantor shall contest the validity or enforceability of the indorsement or guaranty or deny that it has any further liability or obligation under the indorsement or guaranty;

(xi) the determination by the Lender that (i) there has occurred an adverse change in the financial condition of any Party, or (ii) there has occurred or developed an event or condition which materially impairs the prospect of payment or performance of any of the obligations of any Party under the Loan Documents; or

(xii) the failure of the Borrower to comply with any other non-monetary obligation, covenant or warranty pursuant to this Note or any Loan Document, which default remains uncured thirty (30) days after written notice to the Borrower.

(b) Acceleration Upon Default .

(i) If Default be made under this Note, at the option of the Lender, the full amount remaining unpaid on this Note shall become immediately due and payable without presentment, demand or notice of any kind, and the Lender may exercise any or all remedies

 

 

 

 

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available to it under applicable law and the Loan Documents. If default be made in the performance of any covenant of the Loan Agreement given to secure this Note (the terms and provisions of which are incorporated herein by this reference as if set forth in full), and if such default shall continue for the duration of any applicable grace period therein contained, if any, the entire principal sum outstanding, together with accrued interest thereon, shall at once become due and payable at the option of the Lender without fu


 
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