SECURED DEMAND PROMISSORY
NOTE
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$7,552,000.00
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December 31, 2008
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FOR
VALUE RECEIVED, the undersigned, Mercantile Bancorp, Inc., a
Delaware corporation (“ Borrower ”), promises to
pay to the order of GREAT RIVER BANCSHARES, INC., a Nevada
corporation (“ Lender ”), ON DEMAND, at 524 N.
30th Street, Quincy, Illinois 62301 or such other place as may be
designated by the holder of this Note, the principal sum of SEVEN
MILLION FIVE HUNDRED FIFTY TWO THOUSAND AND 00/100 DOLLARS
($7,552,000.00) or so much thereof as may be advanced and
outstanding from time to time under this 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 February 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. (Quincy, Illinois 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 at 524 N. 30th Street,
Quincy, Illinois 62301 or at such place as Lender or the legal
holder of this Note may, from time to time, in writing appoint, and
in the absence of such appointment, then by bank wire to Lender in
Quincy, Illinois. 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 ”).
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 to make a $1,600,00.00 contribution to the
capital of Mercantile Bank, a $1,325,000 loan to
Mid-America
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