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Exhibit
10.2
PROMISSORY
NOTE
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| $38,000,000 |
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October 16, 2007 |
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Birmingham, Alabama |
FOR VALUE RECEIVED, the
undersigned BancTrust Financial Group, Inc., an Alabama corporation
(the “Borrower”), hereby promises to pay to the order
of The Bankers Bank, N.A., a national banking association (the
“Bank”), at its office at 3800 Colonnade Parkway,
Birmingham, Alabama 35243-3369, or at such other place as the Bank
may direct, in lawful money of the United States of America
constituting legal tender in payment of all debts and dues, public
and private, together with interest thereon calculated at the rate
and in the manner set forth in this Note, the principal amount of
THIRTY-EIGHT MILLION DOLLARS ($38,000,000.00) (the “Maximum
Outstanding Principal Balance”). Interest shall accrue and
payments shall be made in accordance with that certain Loan
Agreement between the Borrower and the Bank dated as of the date
hereof (the “Loan Agreement” and, together with all
other documents and instruments evidencing, securing, or otherwise
relating to the indebtedness evidenced by this Note, the
“Loan Documents”) and the following provisions
(provided, however, that as to any inconsistency between the
provisions of the Loan Agreement and the Note, the latter shall
govern and control):
1. Definitions
. The following terms, as used in this Note, shall have the
following meanings. Capitalized terms used but not defined herein
shall have the meaning given to the same in the Loan
Agreement.
(a) “ Business
Day ” shall mean any day, Monday through Friday, on which
the Bank is open for the conduct of its general banking
business.
(b) “ Interest
Payment Date ” shall mean the 15th of January, April,
July, and October until all outstanding amounts evidenced by this
Note have been paid in full, commencing on the date
hereof.
(c) “ LIBOR Rate
” shall mean the one-month LIBOR Rate, as announced in the
“Money Rates” section of the Wall Street Journal. Each
change in the LIBOR Rate shall become effective on the date the
rate is published.
(d) “ NPA Ratio
” shall mean the Non-Performing Assets Ratio as defined in
Section 4.03(a) of the Loan Agreement.
(e) “ Required
Ratio ” shall mean the NPA Ratio that the Borrower is
required by Section 4.03(a) of the Loan Agreement to satisfy
at the times specified in such section.
2. Payment
. The Borrower promises to pay accrued interest quarterly, on
or before each Interest Payment Date. The first Interest Payment
Date shall be January 15, 2008. The balance of the
principal and all accrued and unpaid interest on this Note and all
charges under this Note and the Loan Documents shall be due and
payable on October 16, 2010.
1
3. Interest
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(a) Interest shall accrue on
the outstanding principal balance and interest thereon at the
applicable interest rate determined and calculated as set forth
below.
(b) The applicable interest
rate under this Note shall be determined by the Borrower’s
NPA Ratio measured as of the end of each fiscal quarter and the
Borrower shall pay such rate of interest based upon the NPA Ratio
as set forth in the table below, which rate shall change and become
effective upon the first day of the next succeeding month following
a change in such ratio; provided , however , that the
applicable interest rate under this Note shall not be more than the
maximum rate allowed by applicable law.
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Default
Pricing Matrix
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| If the NPA
Ratio is less than or equal to the Required Ratio, then the
interest rate will be LIBOR + 1.45% |
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| If the NPA
Ratio is greater than the Required Ratio but less than 50 basis
points in excess of the Required Ratio, then the interest rate will
be LIBOR + 1.60% |
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| If the NPA
Ratio is greater than or equal to 50 basis points in excess of the
Required Ratio but less than 100 basis points in excess of the
Required Ratio, then the interest rate will be LIBOR +
1.75% |
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| If the NPA
Ratio is greater than or equal to 100 basis points in excess of the
Required Ratio but less than 150 basis points in excess of the
Required Ratio, then the interest rate will be LIBOR +
2.00% |
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| If the NPA
Ratio is greater than or equal to 150 basis points in excess of the
Required Ratio but less than 200 basis points in excess of the
Required Ratio, then the interest rate will be LIBOR +
2.50% |
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| If the NPA
Ratio is greater than or equal to 200 basis points in excess of the
Required Ratio but less than 300 basis points in excess of the
Required Ratio, then the interest rate will be LIBOR +
3.50%. |
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| If the NPA
Ratio is greater than or equal to 300 basis points in excess of the
Required Ratio, then the interest rate will be LIBOR +
4.50%. |
(d) Interest on the
outstanding principal balance and interest thereon shall be
calculated, charged, and paid on the basis of a 360-day year
applied to the actual number of days upon which the
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