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Exhibit 10.3
BUSINESS LOAN AGREEMENT
Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$600,000.00 04-15-2003 04-15-2005 1928 16StockBar 03 /s/
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "****" has been omitted due to text length limitations.
BORROWER: COAST FINANCIAL HOLDINGS, INC. LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
POST OFFICE BOX 150 ATTENTION: CREDIT SERVICES
BRANDENTON, FL 000 XXXXXXXX XXXXXXXXX XXXXX XXXXX 000
XXXX XXXX, XX 00000
(000) 000-0000
================================================================================
THIS BUSINESS LOAN AGREEMENT DATED APRIL 15, 2003, IS MADE AND EXECUTED BETWEEN
COAST FINANCIAL HOLDINGS, INC. ("BORROWER") AND INDEPENDENT BANKERS' BANK OF
FLORIDA ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED
PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL
LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE
DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN").
BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING
ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND
AGREEMENTS AS SET FORTH IN THIS AGREEMENT; (B) THE GRANTING, RENEWING, OR
EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE
JUDGMENT AND DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
TERM. This Agreement shall be effective as of April 15, 2003, and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.
LOAN DOCUMENTS. Borrower shall provide to Lender the following documents
for the Loan: (1) the Note; (2) Security Agreements granting to Lender
security interests in the Collateral; (3) financing statements and all
other documents perfecting Lender's Security Interests; (4) evidence of
insurance as required below; (5) together with all such Related Documents
as Lender may require for the Loan; all in form and substance satisfactory
to Lender and Lender's counsel.
BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the
Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its
counsel, may require.
PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in
this Agreement or any Related Document.
REPRESENTATIONS AND WARRANTIES. The representations and warranties set
forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct.
NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement
or under any Related Document.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:
ORGANIZATION. Borrower is a corporation for profit which is, and at all
times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of Borrower's state of incorporation.
Borrower is duly authorized to transact business in Borrower maintains an
office at Xxxx Xxxxxx Xxx 000, Xxxxxxxxxx, XX. Unless Borrower has
designated otherwise in writing, the principal office is the office at
which Borrower keeps its books and records including its records concerning
the Collateral. Borrower will notify Lender prior to any change in the
location of Borrower's state of organization or any change in Borrower's
name.
ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
filings required by law relating to all assumed business names used by
Borrower. Excluding the name of Borrower, the following is a complete list
of all assumed business names under which Borrower does business: NONE.
AUTHORIZATION. Borrower's execution, delivery, and performance of this
Agreement and all the Related Documents have been duly authorized by all
necessary action by Borrower and do not conflict with, result in a
violation of, or constitute a default under (1) any provision of Borrower's
articles of incorporation or organization, or bylaws, or any agreement or
other instrument binding upon Borrower or (2) any law, governmental
regulation, court decree, or order applicable to Borrower or to Borrower's
properties.
PROPERTIES. Except as contemplated by this Agreement or as previously
disclosed in Borrower's financial statements or in writing to Lender and as
accepted by Lender, and except for property tax liens for taxes not
presently due and payable, Borrower owns and has good title to all of
Borrower's properties free and clear of all liens and security interests,
and has not executed any security documents or financing statements
relating to such properties. All of Borrower's properties are titled in
Borrower's legal name, and Borrower has not used or filed a financing
statement under any other name for at least the last five (5) years.
AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:
NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
all material adverse changes in Borrower's financial condition, and (2) all
existing and all threatened litigation, claims, investigations,
administrative proceedings or similar actions affecting Borrower or any
Guarantor which could materially affect the financial condition of Borrower
or the financial condition of any Guarantor.
FINANCIAL RECORDS. Maintain its books and records in accordance with
accounting principles acceptable to Lender, applied on a consistent basis,
and permit Lender to examine and audit Borrower's books and records at all
reasonable times.
FINANCIAL STATEMENTS. Furnish Lender with the following:
ANNUAL STATEMENTS. As soon as available, but in no event later than
ninety (90) days after the end of each fiscal year, Borrower's balance
sheet and income statement for the year ended, reviewed by a certified
public accountant satisfactory to Lender.
TAX RETURNS. As soon as available, but in no event later than ninety
(90) days after the applicable filing date for the tax reporting
period ended, Federal and other governmental tax returns, prepared by
a tax professional satisfactory to Lender.
BUSINESS LOAN AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 2
All Financial Statements required to be provided under this Agreement
shall be prepared in accordance with GAAP applied on a consistent
basis, and certified by Borrower as being true and correct.
LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
operations, unless specifically consented to the contrary by Lender in
writing.
TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
indebtedness and obligations, including without limitation all
assessments, taxes, governmental charges, levies and liens, of every
kind and nature, imposed upon Borrower or its properties, income, or
profits, prior to the date on which penalties would attach, and all
lawful claims that, if unpaid, might become a lien or charge upon any
of Borrower's properties, income, or profits.
PERFORMANCE. Perform and comply, in a timely manner, with all terms,
conditions, and provisions set forth in this Agreement, in the Related
Documents, and in all other instruments and agreements between
Borrower and Lender. Borrower shall notify Lender immediately in
writing of any default in connection with any agreement.
OPERATIONS. Maintain executive and management personnel with
substantially the same qualifications and experience as the present
executive and management personnel; provide written notice to Lender
of any change in executive and management personnel; conduct its
business affairs in a reasonable and prudent manner.
COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws,
ordinances, and regulations, now or hereafter in effect, of all
governmental authorities applicable to the conduct of Borrower's
properties, businesses and operations, and to the use or occupancy of
the Collateral, including without limitation, the Americans With
Disabilities Act. Borrower may contest in good faith any such law,
ordinance, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Borrower has
notified Lender in writing prior to doing so and so long as, in
Lender's sole opinion, Lender's interests in the Collateral are not
jeopardized. Lender may require Borrower to post adequate security or
a surety bond, reasonably satisfactory to Lender, to protect Lender's
interest.
INSPECTION. Permit employees or agents of Lender at any reasonable
time to inspect any and all Collateral for the Loan or Loans and
Borrower's other properties and to examine or audit Borrower's books,
accounts, and records and to make copies and memoranda of Borrower's
books, accounts, and records. If Borrower now or at any time hereafter
maintains any records (including without limitation computer generated
records and computer software programs for the generation of such
records) in the possession of a third party, Borrower, upon request of
Lender, shall notify such party to permit Lender free access to such
records at all reasonable times and to provide Lender with copies of
any records it may request, all at Borrower's expense.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails
to comply with any provision of this Agreement or any Related Documents,
including but not limited to Borrower's failure to discharge or pay when
due any amounts Borrower is required to discharge or pay under this
Agreement or any Related Documents, Lender on Borrower's behalf may (but
shall not be obligated to) take any action that Lender deems appropriate on
any Collateral and paying all costs for insuring, maintaining and
preserving any Collateral. All such expenditures incurred or paid by Lender
for such purposes will then bear interest at the rate charged under the
Note from the date incurred or paid by Lender to the date of repayment by
Borrower. All such expenses will become a part of the Indebtedness and, at
Lender's option, will (A) be payable on demand; (B) be added to the balance
of the Note and be apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated
as a balloon payment which will be due and payable at the Note's maturity.
NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while
this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:
CONTINUITY OF OPERATIONS. (1) Engage in any business activities
substantially different than those in which Borrower is presently
engaged, (2) cease operations, liquidate, merge, transfer, acquire or
consolidate with any other entity, change its name, dissolve or
transfer or sell Collateral out of the ordinary course of business, or
(3) pay any dividends on Borrower's stock (other than dividends
payable in its stock), provided, however that notwithstanding the
foregoing, but only so long as no Event of Default has occurred and is
continuing or would result from the payment of dividends, if Borrower
is a "Subchapter S Corporation" (as defined in the Internal Revenue
Code of 1986, as amended), Borrower may pay cash dividends on its
stock to its shareholders from time to time in amounts necessary to
enable the shareholders to pay income taxes and make estimated income
tax payments to satisfy their liabilities under federal and state law
which arise solely from their status as Shareholders of a Subchapter S
Corporation because of their ownership of shares of Borrower's stock,
or purchase or retire any of Borrower's outstanding shares or alter or
amend Borrower's capital structure.
CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan
to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan advances or to disburse Loan
proceeds if: (A) Borrower or any guarantor is in default under the terms of
this Agreement or any other agreement that Borrower or any guarantor has
with Lender; (B) Borrower or any guarantor dies, becomes incompetent or
becomes insolvent, files a petition in bankruptcy or similar proceedings,
or is adjudged a bankrupt; (C) there occurs a material adverse change in
Borrower's financial condition, in the financial condition of any
guarantor, or in the value of any collateral securing any Loan; or (D) any
guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such guarantor's guaranty of the Loan or any other loan with Lender; or (E)
Lender in good xxxxx xxxxx itself insecure, even though no Event of Default
shall have occurred.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves
a right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any XXX or Xxxxx accounts, or any trust
accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all
sums owing on the Indebtedness against any and all such accounts.
DEFAULT. Each of the following shall constitute an Event of Default under
this Agreement:
PAYMENT DEFAULT. Borrower fails to make any payment when due under the
Loan.
OTHER DEFAULT. Borrower fails to comply with any other term,
obligation, covenant or condition contained in this Agreement or in
any of the Related Documents.
FALSE STATEMENTS. Any representation or statement made by Borrower to
Lender is false in any material respect.
INSOLVENCY. The dissolution or termination of Borrower's existence as
a going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the
benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws
by or against Borrower.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by
any governmental agency against any collateral securing the Loan.
EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent or revokes or disputes the validity of,
or liability under, any Guaranty of the Indebtedness. In the
BUSINESS LOAN AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 3
event of a death, Lender, at its option, may, but shall not be
required to, permit the Guarantor's estate to assume unconditionally
the obligations arising under the guaranty in a manner satisfactory to
Lender, and, in doing so, cure any Event of Default.
CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower.
INSECURITY. Lender in good faith believes itself insecure.
EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement immediately will
terminate (including any obligation to make further Loan Advances or
disbursements), and, at Lender's option, all Indebtedness immediately will
become due and payable, all without notice of any kind to Borrower, except
that in the case of an Event of Default of the type described in the
"Insolvency" subsection above, such acceleration shall be automatic and
not optional. In addition, Lender shall have all the rights and remedies
provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's
rights and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Borrower or of any Grantor shall
not affect Lender's right to declare a default and to exercise its rights
and remedies.
PROVISION #1. Bank to maintain a positive ROA and Tier 1 capital of at
least 7% as of the end of each calendar quarter.
PROVISION #2. Receipt of the audited consolidated and consolidating
financial statement of borrower and Coast Bank of Florida within 120 days
of fiscal year end and internally prepared quarterly statements of same
within 45 days of the end of each calendar quarter.
PROVISION #3. Two years interest reserve will be blocked from availability
(assume 7.0%, $300M average balance outstanding).
PROVISION #4. All request for draws under this facility must be accompanied
by evidence of prior approval for borrowing by the Federal Reserve Bank.
DEFINITIONS. The following capitalized words and terms shall have the
following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in
lawful money of the United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defined
in this Agreement shall have the meanings attributed to such terms in the
Uniform Commercial Code. Accounting words and terms not otherwise defined
in this Agreement shall have the meanings assigned to them in accordance
with generally accepted accounting principles as in effect on the date of
this Agreement:
ADVANCE. The word "Advance" means a disbursement of Loan funds made,
or to be made, to Borrower or on Borrower's behalf on a line of credit
or multiple advance basis under the terms and conditions of this
Agreement.
AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
this Business Loan Agreement may be amended or modified from time to
time, together with all exhibits and schedules attached to this
Business Loan Agreement from time to time.
BORROWER. The word "Borrower" means Coast Financial Holdings, Inc.,
and all other persons and entities signing the Note in whatever
capacity.
COLLATERAL. The word "Collateral" means all property and assets
granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now
or in the future, and whether granted in the form of a security
interest, mortgage, collateral mortgage, deed of trust, assignment,
pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor's lien, equipment trust, conditional sale, trust
receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or
lien interest whatsoever, whether created by law, contract, or
otherwise.
EVENT OF DEFAULT. The words "Event of Default" mean any of the events
of default set forth in this Agreement in the default section of this
Agreement.
GAAP. The word "GAAP" means generally accepted accounting principles.
GRANTOR. The word "Grantor" means each and all of the persons or
entities granting a Security Interest in any Collateral for the Loan,
including without limitation all Borrowers granting such a Security
Interest.
GUARANTOR. The word "Guarantor" means any guarantor, surety, or
accommodation party of any or all of the Loan.
GUARANTY. The word "Guaranty" means the guaranty from Guarantor to
Lender, including without limitation a guaranty of all or part of the
Note.
INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced
by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which
Borrower is responsible under this Agreement or under any of the
Related Documents.
LENDER. The word "Lender" means INDEPENDENT BANKERS' BANK OF FLORIDA,
its successors and assigns.
LOAN. The word "Loan" means any and all loans and financial
accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those
loans and financial accommodations described herein or described on
any exhibit or schedule attached to this Agreement from time to time.
NOTE. The word "Note" means the Note executed by Coast Financial
Holdings, Inc. in the principal amount of $600,000.00 dated April 15,
2003, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the note or
credit agreement.
RELATED DOCUMENTS. The words "Related Documents" mean all promissory
notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection
with the Loan.
SECURITY AGREEMENT. The words "Security Agreement" mean and include
without limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law, contract,
or otherwise, evidencing, governing, representing, or creating a
Security Interest.
SECURITY INTEREST. The words "Security Interest" mean, without
limitation, any and all types of collateral security, present and
future, whether in the form of a lien, charge, encumbrance, mortgage,
deed of trust, security deed, assignment, pledge, crop pledge, chattel
mortgage, collateral chattel mortgage, chattel trust, factor's lien,
equipment trust, conditional sale, trust receipt, lien or title
retention contract, lease or consignment intended as a security
device, or any other security or lien interest whatsoever whether
created by law, contract, or otherwise.
BUSINESS LOAN AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 4
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED APRIL 15, 2003.
BORROWER:
COAST FINANCIAL HOLDINGS, INC.
BY: /s/ XXXXX XXXXXX
-----------------------------------------------------
XXXXX XXXXXX, EXECUTIVE VICE PRESIDENT OF COAST
FINANCIAL HOLDINGS, INC.
LENDER:
INDEPENDENT BANKERS' BANK OF FLORIDA
BY:
-----------------------------------------------------
AUTHORIZED SIGNER
DISBURSEMENT REQUEST AND AUTHORIZATION
Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$600,000.00 04-15-2003 04-15-2005 1928 16StockBar 03 /s/
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "****" has been omitted due to text length limitations.
BORROWER: COAST FINANCIAL HOLDINGS, INC. LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
POST OFFICE BOX 150 ATTENTION: CREDIT SERVICES
BRANDENTON, FL 000 XXXXXXXX XXXXXXXXX XXXXX XXXXX 000
XXXX XXXX, XX 00000
(000) 000-0000
LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit
Loan to a Corporation for $600,000.00 due on April 15, 2005. The reference
rate (Wall Street Journal Prime Rate as published in the "Money Section" of
the Wall Street Journal, with an interest rate floor of 4.250%, and with an
interest rate ceiling of 18.000%, currently 4.250%), resulting in an
initial rate of 4.250.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:
[ ] PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT.
[X] BUSINESS (INCLUDING REAL ESTATE INVESTMENT).
SPECIFIC PURPOSE. The specific purpose of this loan is: Holding
corporation formation expense and temporary capital.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will
be disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $600,000.00 as follows:
UNDISBURSED FUNDS: $600,000.00
-----------
NOTE PRINCIPAL: $600,000.00
-----------
CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:
PREPAID FINANCE CHARGES PAID IN CASH: $0.00
OTHER CHARGES PAID IN CASH: $2,100.00
-----------
$2,100.00 Documentary Stamps
TOTAL CHARGES PAID IN CASH: $2,100.00
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT
AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL
CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO
LENDER. THIS AUTHORIZATION IS DATED APRIL 15, 2003.
BORROWER:
COAST FINANCIAL HOLDINGS, INC.
BY: /s/ XXXXX XXXXXX
-----------------------------------------------------
XXXXX XXXXXX, EXECUTIVE VICE PRESIDENT OF COAST
FINANCIAL HOLDINGS, INC.
IRREVOCABLE STOCK OR BOND POWER
FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer to _______
_______________________________________________________________________________
Please insert Social Security
or Taxpayer I.D. Number
FOR STOCKS, COMPLETE THIS PORTION: ______________ share(s) of the _____________
stock of ______________________________________________________________________
____________________ represented by Certificate No. ___________________________
__________________, standing in the name of the undersigned on the books of the
Company.
FOR BONDS, COMPLETE THIS PORTION: _________________________ bond(s) of ________
______________ in the principal amount of $___________________, No. ____________
_____________, standing in the name of the undersigned on the books of said
Company.
The undersigned hereby irrevocably constitute and appoint______________________
attorney to transfer the above stock or bond, as the case may be, on the books
of said Company, with full power of substitution in the premises.
DATED
-------------------------
SIGNATURE(S) GUARANTEED BY:
SIGNATURE /s/ XXXXX XXXXXX
---------------------------------
IMPORTANT - READ CAREFULLY
The signature(s) must correspond with the name(s) as written upon the face of
the certificate or bond in every particular without alteration or enlargement or
any change whatever, and must be guaranteed by a bank or registered securities
dealer.
PROMISSORY NOTE
Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$600,000.00 04-15-2003 04-15-2005 1928 16StockBar 03 /s/
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "****" has been omitted due to text length limitations.
BORROWER: COAST FINANCIAL HOLDINGS, INC. LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
POST OFFICE BOX 150 ATTENTION: CREDIT SERVICES
BRANDENTON, FL 000 XXXXXXXX XXXXXXXXX XXXXX XXXXX 000
XXXX XXXX, XX 00000
(000) 000-0000
PRINCIPAL AMOUNT: $600,000 INITIAL RATE: 4.250% DATE OF NOTE: APRIL 15, 2003
PROMISE TO PAY. COAST FINANCIAL HOLDINGS, INC. ("BORROWER") PROMISES TO PAY TO
INDEPENDENT BANKERS' BANK OF FLORIDA ("LENDER"), OR ORDER, IN LAWFUL MONEY
OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF SIX HUNDRED THOUSAND &
00/100 DOLLARS ($600,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH
INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST
SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH
ADVANCE. THE INTEREST RATE WILL NOT INCREASE ABOVE 18.000%.
PAYMENT. BORROWER WILL PAY THIS LOAN ON DEMAND. PAYMENT IN FULL IS DUE
IMMEDIATELY UPON LENDER'S DEMAND. IF NO DEMAND IS MADE, BORROWER WILL PAY THIS
LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL PLUS ALL ACCRUED UNPAID
INTEREST ON APRIL 15, 2005. IN ADDITION, BORROWER WILL PAY REGULAR MONTHLY
PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE, BEGINNING
MAY 15, 2003, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON THE SAME DAY OF
EACH MONTH AFTER THAT. UNLESS OTHERWISE AGREED OR REQUIRED BY APPLICABLE LAW,
PAYMENTS WILL BE APPLIED FIRST TO ACCRUED UNPAID INTEREST, THEN TO PRINCIPAL,
AND ANY REMAINING AMOUNT TO ANY UNPAID COLLECTION COSTS AND LATE CHARGES. THE
ANNUAL INTEREST RATE FOR THIS NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY
APPLYING THE RATIO OF THE ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS,
MULTIPLIED BY THE OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER
OF DAYS THE PRINCIPAL BALANCE IS OUTSTANDING. BORROWER WILL PAY LENDER AT
LENDER'S ADDRESS SHOWN ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN
WRITING.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Wall Street
Journal Prime Rate as published in the "Money Section" of the Wall Street
Journal (the "Index"). The Index is not necessarily the lowest rate charged by
Lender on its loans. If the Index becomes unavailable during the term of this
loan, Lender may designate a substitute index after notice to Borrower. Lender
will tell Borrower the current Index rate upon Borrower's request. The interest
rate change will not occur more often than each day. Borrower understands that
Lender may make loans based on other rates as well. THE INDEX CURRENTLY IS
4.250% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL
BALANCE OF THIS NOTE WILL BE AT A RATE EQUAL TO THE INDEX, ADJUSTED IF NECESSARY
FOR ANY MINIMUM AND MAXIMUM RATE LIMITATIONS DESCRIBED BELOW, RESULTING IN AN
INITIAL RATE OF 4.250% PER ANNUM. NOTWITHSTANDING THE FOREGOING, THE VARIABLE
INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO THE
FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no circumstances will the
effective rate of interest on this Note be less than 4.250% per annum or more
than (except for any higher default rate shown below) the lesser of 18.000% per
annum or the maximum rate allowed by applicable law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
INDEPENDENT BANKERS BANK, 000 Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxx 000 Xxxx Xxxx, XX
00000.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 18.000% per annum, if and to
the extent that the increase does not cause the interest rate to exceed the
maximum rate permitted by applicable law.
LENDER'S RIGHTS. Upon Lender's demand, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately due,
and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender the amount of
these costs and expenses, which includes, subject to any limits under applicable
law, Lender's reasonable attorneys' fees and Lender's legal expenses whether or
not there is a lawsuit, including reasonable attorneys' fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), and appeals. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by law.
JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.
GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS NOTE HAS
BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Seminole County, State of Florida.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any XXX or Xxxxx accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all sums owing on
the indebtedness against any and all such accounts.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested orally by Borrower or as provided his paragraph. All
oral requests shall be confirmed in writing on the day of the request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following person
currently is authorized to request advances and authorize payments under the
line of credit until Lender receives from Borrower, at Lender's address shown
above, written notice of evocation of his or her authority: XXXXX XXXXXX,
EXECUTIVE VICE PRESIDENT. Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by endorsements on this Note or
by Lender's internal records, including daily
PROMISSORY NOTE
LOAN NO: 1928 (CONTINUED) PAGE 2
computer print-outs. Lender will have no obligation to advance funds under
this Note if: (A) Borrower or any guarantor is in default under the terms
of this Note or any agreement that Borrower or any guarantor has with
Lender, including any agreement made in connection with the signing of this
Note; (B) Borrower or any guarantor ceases doing business or is insolvent;
(C) any guarantor seeks, claims or otherwise attempts to limit, modify or
revoke such guarantor's guarantee of this Note or any other loan with
Lender; (D) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (E) LENDER IN GOOD FAITH
BELIEVES ITSELF INSECURE.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower,
and upon Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING
AGENCIES. Please notify us if we report any inaccurate information about
your account(s) to a consumer reporting agency. Your written notice
describing the specific inaccuracy(ies) should be sent to us at the
following address: INDEPENDENT BANKERS BANK 000 Xxxxxxxx Xxxxxxxxx Xxxxx
Xxxxx 000 Xxxx Xxxx, XX 00000
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact
will not affect the rest of the Note. Borrower does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect,
take, reserve or receive (collectively referred to herein as "charge or
collect"), any amount in the nature of interest or in the nature of a fee
for this loan, which would in any way or event (including demand,
prepayment, or acceleration) cause Lender to charge or collect more for
this loan than the maximum Lender would be permitted to charge or collect
by federal law or the law of the State of Florida (as applicable). Any such
excess interest or unauthorized fee shall, instead of anything stated to
the contrary, be applied first to reduce the principal balance of this
loan, and when the principal has been paid in full, be refunded to
Borrower. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law,
waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral;
or impair, fail to realize upon or perfect Lender's security interest in
the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modification is made. The obligations
under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER
AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
COAST FINANCIAL HOLDINGS, INC.
BY: /s/ XXXXX XXXXXX
-----------------------------------------------------
XXXXX XXXXXX, EXECUTIVE VICE PRESIDENT OF COAST
FINANCIAL HOLDINGS, INC.
EXHIBIT "A"
Principal Loan Date Maturity Loan So Call/Coll Account Officer Initials
$600,000.00 04-15-2003 04-15-2005 1928 16StockBar 03
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "****" has been omitted due to text length limitations.
BORROWER: COAST FINANCIAL HOLDINGS, INC. LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
POST OFFICE BOX 150 ATTENTION: CREDIT SERVICES
BRANDENTON, FL 000 XXXXXXXX XXXXXXXXX XXXXX XXXXX 000
XXXX XXXX, XX 00000
(000) 000-0000
THIS EXHIBIT "A" IS ATTACHED TO AND BY THIS REFERENCE IS MADE A PART OF THE
PROMISSORY NOTE, DATED APRIL 15, 2003, AND EXECUTED IN CONNECTION WITH A
LOAN OR OTHER FINANCIAL ACCOMMODATIONS BETWEEN INDEPENDENT BANKERS' BANK OF
FLORIDA AND COAST FINANCIAL HOLDINGS, INC.
State of Florida
COUNTY OF____________
SWORN TO AND SUBSCRIBED TO BEFORE ME THIS __________ DAY OF _______________,
2003, BY XXXXX XXXXXX AS AN OFFICER OF COAST BANK OF FLORIDA. HE IS PERSONALLY
KNOWN TO ME OR HAS PRODUCED HIS _______________________ AS IDENTIFICATION.
NOTARY SEAL: ------------------------------------------------
SIGNATURE OF NOTARY
STATE OF FLORIDA
MY COMMISSION EXPIRES.
THIS EXHIBIT "A" IS EXECUTED ON APRIL 15, 2003.
BORROWER:
COAST FINANCIAL HOLDINGS, INC.
By:
_________________________________________
XXXXX XXXXXX, EXECUTIVE VICE PRESIDENT OF
COAST FINANCIAL HOLDINGS, INC.
COMMERCIAL PLEDGE AGREEMENT
Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$600,000.00 04-15-2003 04-15-2005 1928 16StockBar 03 /s/
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
GRANTOR: COAST FINANCIAL HOLDINGS, INC. LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
POST OFFICE BOX 150 ATTENTION: CREDIT SERVICES
BRANDENTON, FL 000 XXXXXXXX XXXXXXXXX XXXXX XXXXX 000
XXXX XXXX, XX 00000
(000) 000-0000
THIS COMMERCIAL PLEDGE AGREEMENT DATED APRIL 15, 2003, IS MADE AND EXECUTED
BETWEEN COAST FINANCIAL HOLDINGS, INC. ("GRANTOR") AND INDEPENDENT BANKERS'
BANK OF FLORIDA ("LENDER").
GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO
LENDER A SECURITY INTEREST IN THE COLLATERAL TO SECURE THE INDEBTEDNESS AND
AGREES THAT LENDER SHALL HAVE THE RIGHTS STATED IN THIS AGREEMENT WITH
RESPECT TO THE COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY
HAVE BY LAW.
COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement
means Grantor's present and future rights, title and interest in and to,
together with any and all present and future additions thereto,
substitutions therefore, and replacements thereof, together with any and
all present and future certificates and/or instruments evidencing any Stock
and further together with all Income and Proceeds as described herein:
100% OF THE COMMON STOCK OF COAST BANK OF FLORIDA AND ALL
SUBSTITUTIONS, REPLACEMENTS AND PROCEEDS THEREOF
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves
a right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any XXX or Xxxxx accounts, or any trust
accounts for which setoff would be prohibited by law. Grantor authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all
sums owing on the Indebtedness against any and all such accounts.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
represents and warrants to Lender that:
OWNERSHIP. Grantor is the lawful owner of the Collateral free and
clear of all security interests, liens, encumbrances and claims of
others except as disclosed to and accepted by Lender in writing prior
to execution of this Agreement.
RIGHT TO PLEDGE. Grantor has the full right, power and authority to
enter into this Agreement and to pledge the Collateral.
AUTHORITY; BINDING EFFECT. Grantor has the full right, power and
authority to enter into this Agreement and to grant a security
interest in the Collateral to Lender. This Agreement is binding upon
Grantor as well as Grantor's successors and assigns, and is legally
enforceable in accordance with its terms. The foregoing
representations and warranties, and all other representations and
warranties contained in this Agreement are and shall be continuing in
nature and shall remain in full force and effect until such time as
this Agreement is terminated or cancelled as provided herein.
NO FURTHER ASSIGNMENT. Grantor has not, and shall not, sell, assign,
transfer, encumber or otherwise dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.
NO DEFAULTS. There are no defaults existing under the Collateral, and
there are no offsets or counterclaims to the same. Grantor will
strictly and promptly perform each of the terms, conditions, covenants
and agreements, if any, contained in the Collateral which are to be
performed by Grantor.
NO VIOLATION. The execution and delivery of this Agreement will not
violate any law or agreement governing Grantor or to which Grantor is
a party, and its certificate or articles of incorporation and bylaws
do not prohibit any term or condition of this Agreement.
FINANCING STATEMENTS. Grantor authorizes Lender to file a UCC-1
financing statement, or alternatively, a copy of this Agreement to
perfect Lender's security interest. At Lender's request, Grantor
additionally agrees to sign all other documents that are necessary to
perfect, protect, and continue Lender's security interest in the
Property. Grantor will pay all filing fees, title transfer fees, and
other fees and costs involved unless prohibited by law or unless
Lender is required by law to pay such fees and costs. Grantor
irrevocably appoints Lender to execute financing statements and
documents of title in Grantor's name and to execute all documents
necessary to transfer title if there is a default. Lender may file a
copy of this Agreement as a financing statement. If Grantor changes
Grantor's name or address, or the name or address of any person
granting a security interest under this Agreement changes, Grantor
will promptly notify the Lender of such change.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may
hold the Collateral until all Indebtedness has been paid and satisfied.
Thereafter Lender may deliver the Collateral to Grantor or to any other
owner of the Collateral. Lender shall have the following rights in addition
to all other rights Lender may have by law:
MAINTENANCE AND PROTECTION OF COLLATERAL. Lender may, but shall not
be obligated to, take such steps as it deems necessary or desirable
to protect, maintain, insure, store, or care for the Collateral,
including paying of any liens or claims against the Collateral. This
may include such things as hiring other people, such as attorneys,
appraisers or other experts. Lender may charge Grantor for any cost
incurred in so doing. When applicable law provides more than one
method of perfection of Lender's security interest, Lender may choose
the method(s) to be used. If the Collateral consists of stock, bonds
or other investment property for which no certificate has been
issued, Grantor agrees, at Lender's request, either to request
issuance of an appropriate certificate or to give instructions on
Lender's forms to the issuer, transfer agent, mutual fund company, or
broker, as the case may be, to record on its books or records
Lender's security interest in the Collateral.
INCOME AND PROCEEDS FROM THE COLLATERAL. Lender may receive all Income
and Proceeds and add it to the Collateral. Grantor agrees to deliver
to Lender immediately upon receipt, in the exact form received and
without commingling with other property, all Income and Proceeds from
the Collateral which may be received by, paid, or delivered to Grantor
or for Grantor's account, whether as an addition to, in discharge of,
in substitution of, or in exchange for any of the Collateral.
APPLICATION OF CASH. At Lender's option, Lender may apply any cash,
whether included in the Collateral or received as Income and Proceeds
or through liquidation, sale, or retirement, of the Collateral, to the
satisfaction of the Indebtedness or such portion thereof as Lender
shall choose, whether or not matured.
TRANSACTIONS WITH OTHERS. Lender may (1) extend time for payment or
other performance, (2) grant a renewal or change in terms or
COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 2
conditions, or (3) compromise, compound or release any obligation, with any
one or more Obligors, endorsers, or Guarantors of the Indebtedness as Lender
deems advisable, without obtaining the prior written consent of Grantor, and
no such act or failure to act shall affect Lender's rights against Grantor
or the Collateral.
ALL COLLATERAL SECURES INDEBTEDNESS. All Collateral shall be security for
the Indebtedness, whether the Collateral is located at one or more offices
or branches of Lender. This will be the case whether or not the office or
branch where Grantor obtained Grantor's loan knows about the Collateral or
relies upon the Collateral as security.
COLLECTION OF COLLATERAL. Lender at Lender's option may, but need not,
collect the Income and Proceeds directly from the Obligors. Grantor
authorizes and directs the Obligors, if Lender decides to collect the Income
and Proceeds, to pay and deliver to Lender all Income and Proceeds from the
Collateral and to accept Lender's receipt for the payments.
POWER OF ATTORNEY. Grantor irrevocably appoints Lender as Grantor's
attorney-in-fact, with full power of substitution, (a) to demand, collect,
receive, receipt for, xxx and recover all Income and Proceeds and other sums
of money and other property which may now or hereafter become due, owing or
payable from the Obligors in accordance with the terms of the Collateral;
(b) to execute, sign and endorse any and all instruments, receipts, checks,
drafts and warrants issued in payment for the Collateral; (c) to settle or
compromise any and all claims arising under the Collateral, and in the place
and stead of Grantor, execute and deliver Grantor's release and acquittance
for Grantor; (d) to file any claim or claims or to take any action or
institute or take part in any proceedings, either in Lender's own name or in
the name of Grantor, or otherwise, which in the discretion of Lender may
seem to be necessary or advisable; and (e) to execute in Grantor's name and
to deliver to the Obligors on Grantor's behalf, at the time and in the
manner specified by the Collateral, any necessary instruments or documents.
PERFECTION OF SECURITY INTEREST. Upon Lender's request, Grantor will deliver
to Lender any and all of the documents evidencing or constituting the
Collateral. When applicable law provides more than one method of perfection
of Lender's security interest, Lender may choose the method(s) to be used.
Upon Lender's request, Grantor will sign and deliver any writings necessary
to perfect Lender's security interest. If any of the Collateral consists of
securities for which no certificate has been issued, Grantor agrees, at
Lender's option, either to request issuance of an appropriate certificate or
to execute appropriate instructions on Lender's forms instructing the
issuer, transfer agent, mutual fund company, or broker, as the case may be,
to record on its books or records, by book-entry or otherwise, Lender's
security interest in the Collateral. Grantor hereby appoints Lender as
Grantor's irrevocable attorney-in-fact for the purpose of executing any
documents necessary to perfect, amend, or to continue the security interest
granted in this Agreement or to demand termination of filings of other
secured parties. THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE
IN EFFECT EVEN THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL
AND EVEN THOUGH FOR A PERIOD OF TIME GRANTOR MAY NOT BE INDEBTED TO LENDER.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term
of any applicable insurance policy; or (2) the remaining term of the Note; or
(C) be treated as a balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care
in the physical preservation and custody of the Collateral in Lender's
possession, but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility for (A) any depreciation in value of the Collateral or for the
collection or protection of any Income and Proceeds from the Collateral, (B)
preservation of rights against parties to the Collateral or against third
persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the Collateral, or (D) informing
Grantor about any of the above, whether or not Lender has or is deemed to have
knowledge of such matters. Except as provided above, Lender shall have no
liability for depreciation or deterioration of the Collateral.
DEFAULT. Default will occur if payment in full is not made immediately when due.
RIGHTS AND REMEDIES ON DEFAULT. If Default occurs under this Agreement, at any
time thereafter, Lender may exercise any one or more of the following rights
and remedies:
ACCELERATE INDEBTEDNESS. Declare all Indebtedness, including any prepayment
penalty which Grantor would be required to pay, immediately due and
payable, without notice of any kind to Grantor.
COLLECT THE COLLATERAL. Collect any of the Collateral and, at Lender's
option and to the extent permitted by applicable law, retain possession of
the Collateral while suing on the Indebtedness.
SELL THE COLLATERAL. Sell the Collateral, at Lender's discretion, as a unit
or in parcels, at one or more public or private sales. Unless the
Collateral is perishable or threatens to decline speedily in value or is of
a type customarily sold on a recognized market, Lender shall give or mail
to Grantor, and other persons as required by law, notice at least ten (10)
days in advance of the time and place of any public sale, or of the time
after which any private sale may be made. However, no notice need be
provided to any person who, after Default occurs, enters into and
authenticates an agreement waiving that person's right to notification of
sale. Grantor agrees that any requirement of reasonable notice as to
Grantor is satisfied if Lender mails notice by ordinary mail addressed to
Grantor at the last address Grantor has given Lender in writing. If a
public sale is held, there shall be sufficient compliance with all
requirements of notice to the public by a single publication in any
newspaper of general circulation in the county where the Collateral is
located, setting forth the time and place of sale and a brief description
of the property to be sold. Lender may be a purchaser at any public sale.
SELL SECURITIES. Sell any securities included in the Collateral in a manner
consistent with applicable federal and state securities laws. If, because
of restrictions under such laws, Lender is unable, or believes Lender is
unable, to sell the securities in an open market transaction, Grantor
agrees that Lender will have no obligation to delay sale until the
securities can be registered. Then Lender may make a private sale to one or
more persons or to a restricted group of persons, even though such sale may
result in a price that is less favorable than might be obtained in an open
market transaction. Such a sale will be considered commercially reasonable.
If any securities held as Collateral are "restricted securities" as defined
in the Rules of the Securities and Exchange Commission (such as Regulation
D or Rule 144) or the rules of
COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 3
state securities departments under state "Blue Sky" laws, or if Grantor or
any other owner of the Collateral is an affiliate of the issuer of the
securities, Grantor agrees that neither Grantor, nor any member of
Grantor's family, nor any other person signing this Agreement will sell or
dispose of any securities of such issuer without obtaining Lender's prior
written consent.
RIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY, FINANCIAL ASSETS
AND RELATED COLLATERAL. In addition to other rights and remedies granted
under this Agreement and under applicable law, Lender may exercise any or
all of the following rights and remedies: (1) register with any issuer or
broker or other securities intermediary any of the Collateral consisting of
investment property or financial assets (collectively herein, "investment
property") in Lender's sole name or in the name of Lender's broker, agent
or nominee; (2) cause any issuer, broker or other securities intermediary
to deliver to Lender any of the Collateral consisting of securities, or
investment property capable of being delivered; (3) enter into a control
agreement or power of attorney with any issuer or securities intermediary
with respect to any Collateral consisting of investment property, on such
terms as Lender may deem appropriate, in its sole discretion, including
without limitation, an agreement granting to Lender any of the rights
provided hereunder without further notice to or consent by Grantor; (4)
execute any such control agreement on Grantor's behalf and in Grantor's
name, and hereby irrevocably appoints Lender as agent and attorney-in-fact,
coupled with an interest, for the purpose of executing such control
agreement on Grantor's behalf; (5) exercise any and all rights of Lender
under any such control agreement or power of attorney; (6) exercise any
voting, conversion, registration, purchase, option, or other rights with
respect to any Collateral; (7) collect, with or without legal action, and
issue receipts concerning any notes, checks, drafts, remittances or
distributions that are paid or payable with respect to any Collateral
consisting of investment property. Any control agreement entered with
respect to any investment property shall contain the following provisions,
at Lender's discretion. Lender shall be authorized to instruct the issuer,
broker or other securities intermediary to take or to refrain from taking
such actions with respect to the investment property as Lender may
instruct, without further notice to or consent by Grantor. Such actions may
include without limitation the issuance of entitlement orders, account
instructions, general trading or buy or sell orders, transfer and
redemption orders, and stop loss orders. Lender shall be further entitled
to instruct the issuer, broker or securities intermediary to sell or to
liquidate any investment property, or to pay the cash surrender or account
termination value with respect to any and all investment property, and to
deliver all such payments and liquidation proceeds to Lender. Any such
control agreement shall contain such authorizations as are necessary to
place Lender in "control" of such investment collateral, as contemplated
under the provisions of the Uniform Commercial Code, and shall fully
authorize Lender to issue "entitlement orders" concerning the transfer,
redemption, liquidation or disposition of investment collateral, in
conformance with the provisions of the Uniform Commercial Code.
FORECLOSURE. Maintain a judicial suit for foreclosure and sale of the
Collateral.
TRANSFER TITLE. Effect transfer of title upon sale of all or part of the
Collateral. For this purpose, Grantor irrevocably appoints Lender as
Grantor's attorney-in-fact to execute endorsements, assignments and
instruments in the name of Grantor and each of them (if more than one) as
shall be necessary or reasonable.
OTHER RIGHTS AND REMEDIES. Have and exercise any or all of the rights and
remedies of a secured creditor under the provisions of the Uniform
Commercial Code, at law, in equity, or otherwise.
APPLICATION OF PROCEEDS. Apply any cash which is part of the Collateral, or
which is received from the collection or sale of the Collateral, to
reimbursement of any expenses, including any costs for registration of
securities, commissions incurred in connection with a sale, reasonable
attorneys' fees and court costs, whether or not there is a lawsuit and
including any fees on appeal, incurred by Lender in connection with the
collection and sale of such Collateral and to the payment of the
Indebtedness of Grantor to Lender, with any excess funds to be paid to
Grantor as the interests of Grantor may appear. Grantor agrees, to the
extent permitted by law, to pay any deficiency after application of the
proceeds of the Collateral to the Indebtedness.
ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of
Lender's rights and remedies, whether evidenced by this Agreement, the
Related Documents, or by any other writing, shall be cumulative and may be
exercised singularly or concurrently. Election by Lender to pursue any
remedy shall not exclude pursuit of any other remedy, and an election to
make expenditures or to take action to perform an obligation of Grantor
under this Agreement, after Grantor's failure to perform, shall not affect
Lender's right to declare a default and exercise its remedies.
PROVISION #1. Bank to maintain a positive ROA and Tier 1 capital of at least 7%
as of the end of each calendar quarter.
PROVISION #2. Receipt of the audited consolidated and consolidating financial
statement of borrower and Coast Bank of Florida within 120 days of fiscal year
end and internally prepared quarterly statements of same within 45 days of the
end of each calendar quarter.
PROVISION #3. Two years interest reserve will be blocked from availability
(assume 7.0%, $300M average balance outstanding).
PROVISION #4. All request for draws under this facility must be accompanied by
evidence of prior approval for borrowing by the Federal Reserve Bank.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:
AMENDMENTS. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this
Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or
amendment.
ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of
Lender's costs and expenses, including Lender's reasonable attorneys' fees
and Lender's legal expenses, incurred in connection with the enforcement of
this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Grantor shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender's reasonable attorneys' fees
and legal expenses whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and
any anticipated post-judgment collection services. Grantor also shall pay
all court costs and such additional fees as may be directed by the court.
CAPTION HEADINGS. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions
of this Agreement.
GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED
IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS
AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA.
CHOICE OF VENUE. If there is a lawsuit, Grantor agrees upon Lender's
request to submit to the jurisdiction of the courts of Seminole County,
State of Florida.
COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 4
NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or constitute a
waiver of Lender's right otherwise to demand strict compliance with that
provision or any other provision of this Agreement. No prior waiver by
Lender, nor any course of dealing between Lender and Grantor, shall
constitute a waiver of any of Lender's rights or of any of Grantor's
obligations as to any future transactions. Whenever the consent of Lender
is required under this Agreement, the granting of such consent by Lender in
any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may
be granted or withheld in the sole discretion of Lender.
NOTICES. Any notice required to be given under this Agreement shall be
given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when
deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the
beginning of this Agreement. Any party may change its address for notices
under this Agreement by giving written notice to the other parties,
specifying that the purpose of the notice is to change the party's address.
For notice purposes, Grantor agrees to keep Lender informed at all times of
Grantor's current address. Unless otherwise provided or required by law, if
there is more than one Grantor, any notice given by Lender to any Grantor
is deemed to be notice given to all Grantors.
SEVERABILITY. If a court of competent jurisdiction finds any provision of
this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal,
invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal,
valid and enforceable. If the offending provision cannot be so modified, it
shall be considered deleted from this Agreement. Unless otherwise required
by law, the illegality, invalidity, or unenforceability of any provision of
this Agreement shall not affect the legality, validity or enforceability of
any other provision of this Agreement.
SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement
on transfer of Grantor's interest, this Agreement shall be binding upon and
inure to the benefit of the parties, their successors and assigns. If
ownership of the Collateral becomes vested in a person other than Grantor,
Lender, without notice to Grantor, may deal with Grantor's successors with
reference to this Agreement and the Indebtedness by way of forbearance or
extension without releasing Grantor from the obligations of this Agreement
or liability under the Indebtedness.
TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
Agreement.
WAIVE JURY. ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE THE RIGHT TO ANY
JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY
AGAINST ANY OTHER PARTY.
DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:
AGREEMENT. The word "Agreement" means this Commercial Pledge Agreement, as
this Commercial Pledge Agreement may be amended or modified from time to
time, together with all exhibits and schedules attached to this Commercial
Pledge Agreement from time to time.
BORROWER. The word "Borrower" means Coast Financial Holdings, Inc., and all
other persons and entities signing the Note in whatever capacity.
COLLATERAL. The word "Collateral" means all of Grantor's right, title and
interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
DEFAULT. The word "Default" means the Default set forth in this Agreement
in the section titled "Default".
GRANTOR. The word "Grantor" means Coast Financial Holdings, Inc..
INCOME AND PROCEEDS. The words "Income and Proceeds" mean all present and
future income, proceeds, earnings, increases, and substitutions from or for
the Collateral of every kind and nature, including without limitation all
payments, interest, profits, distributions, benefits, rights, options,
warrants, dividends, stock dividends, stock splits, stock rights,
regulatory dividends, subscriptions, monies, claims for money due and to
become due, proceeds of any insurance on the Collateral, shares of stock of
different par value or no par value issued in substitution or exchange for
shares included in the Collateral, and all other property Grantor is
entitled to receive on account of such Collateral, including accounts,
documents, instruments, chattel paper, and general intangibles.
INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which
Grantor is responsible under this Agreement or under any of the Related
Documents.
LENDER. The word "Lender" means INDEPENDENT BANKERS' BANK OF FLORIDA, its
successors and assigns.
NOTE. The word "Note" means the Note executed by Coast Financial Holdings,
Inc. in the principal amount of $600,000.00 dated April 15, 2003, together
with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the note or credit agreement.
OBLIGOR. The word "Obligor" means without limitation any and all persons
obligated to pay money or to perform some other act under the Collateral.
PROPERTY. The word "Property" means all of Grantor's right, title and
interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes,
credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now
or hereafter existing, executed in connection with the Indebtedness.
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED APRIL 15, 2003.
COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1928 (CONTINUED) PAGE 5
GRANTOR:
COAST FINANCIAL HOLDINGS, INC.
BY: /s/ Xxxxx Xxxxxx
-----------------------------------------------------
XXXXX XXXXXX, EXECUTIVE VICE PRESIDENT OF COAST
FINANCIAL HOLDINGS, INC.
