Exhibit 10.2 Promissory Note Between Annapolis National Bancorp, Inc. and
Xxxxxxxx X. Xxxxxx dated January 31, 1995
PROMISSORY NOTE
$848,400 January 31, 1995
Maryland Publick Banks, Inc., a Maryland corporation (the "Maker"),
promises to pay to the order of Xxxxxxxx X. Xxxxxx (the "Payee") the principal
sum of Eight Hundred and Forty-Eight Thousand and Four Hundred Dollars
("Principal Sum") on December 31, 1997. Contemporaneously with the execution
hereof, the Payee shall xxxx cancelled and satisfied the $3,000,000 promissory
note between Maker and Payee dated June 6, 1990 (the "Prior Note"). The
principal amount of this note reflects the unpaid interest balance of the
Prior Note.
Additionally, the Maker promises to pay to the order of the Payee
interest on the Principal Sum from the date hereof until paid in full at a per
annum rate of interest which is at all times equal to Wall Street's Prime Rate
plus 1% per annum. The term Wall Street's Prime Rate as used in this Note
means the fluctuating prime rate of interest established and declared in The
Wall Street Journal from time to time. Accrued interest shall be paid on
December 31, 1997.
This Note may be prepaid in whole at any time or in part from time to
time without penalty. All payments of the principal of and interest on this
Note shall be paid in lawful money of the United States of America at such
place in the United States as the holder of this Note may at any time and from
time to time designate in writing to the Maker. In addition, all payments of
the principal of this Note shall only be paid out of the proceeds received by
the Maker from the sale of equity securities of the Maker.
The Maker hereby waives demand, presentment for payment, protest, notice
of dishonor and of protest.
The occurrence of any one or more of the following events shall constitute
a default under this Note: (a) the failure of the Maker to pay when due any
principal of or interest on this Note (subject to the restrictions set forth
above); (b) the failure of the Maker to perform or comply with any of the
provisions hereof; (c) the filing of any petition under the Bankruptcy Act or
any similar Federal or State statute against the Maker; or (d) an application
for the appointment of a receiver for, the making of a general assignment for
the benefit of creditors by, or the insolvency of, the Maker. Whenever there is
a default under this Note, the Payee may, at its option, (a) declare the unpaid
balance of the Principal Sum, together with all unpaid and accrued interest
thereon, to be immediately due and payable, and (b) exercise any or all rights
and remedies available to it hereunder, under applicable laws.
No failure or delay by the Payee to insist upon the strict performance of
any one or more provisions of this Note or to exercise any right, power or
remedy consequent upon a breach thereof or default hereunder shall constitute
a waiver thereof, or preclude the Payee from exercising any such right, power or
remedy. By accepting full or partial payment after the due date of any amount of
principal of or interest on this Note, the Payee shall not be deemed to have
waived the right either to require payment when due and payable of all other
amounts of principal of or interest on this Note or to exercise any rights and
remedies available to the Payee in order to collect all such other amounts due
and payable under this Note. No modification, change, waiver or amendment of
this Note shall be deemed to be made by the Payee unless in writing signed by
the Payee, and each such waiver, if any, shall apply only with respect to the
specific instance involved. This Note shall be governed by the laws of the
State of Maryland.
IN WITNESS WHEREOF the signature and seal of the Maker has been affixed
hereto as of the day and year first above written.
ATTEST: MARYLAND PUBLICK BANKS, INC.
/s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxx (SEAL)
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Secretary Vice President
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