[FIRST OF AMERICA LOGO] EXHIBIT 1
PROMISSORY NOTE
==============================================================================
Borrower: Xxxxxx X. Story Lender: First of America Bank-Michigan, N.A.
Xxx X. Story Xxx Arbor Region
2025 Newburgh 000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
=============================================================================
Principal Amount: Interest Rate: Date of Note:
$110,000.000 10.250% January 7, 1997
PROMISE TO PAY. Xxxxxx X. Story and Xxx X. Story ("Borrower") promise to pay
to First of America Bank-Michigan, N.A. ("Lender"), or order, in lawful money
of the United States of America, the principal amount of One Hundred Ten
Thousand & 00/100 dollars ($110,000.00), together with interest at the rate
of 10.250% per annum on the unpaid principal balance from January 7, 1997,
until paid in full.
PAYMENT. Borrower will pay this loan in one principal payment of $110,000.00
plus interest on April 7, 1997. This payment due April 7, 1997, will be for
all principal and accrued interest not yet paid. Interest on this Note is
computed on a 365/360 simple interest basis; that is, by applying the ratio
of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, 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. 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.
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 under the payment schedule. Rather, they will reduce the
principal balance due.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially
affect any of Borrower's property or Borrower's ability to repay this Note or
perform Borrower's obligations under this Note or any of the Related
Documents. (d) Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (e) Borrower dies or
becomes insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws. (f) Any creditor tries to take any of
Borrower's property on or in which Lender has a lien or security interest.
This includes a garnishment of any of Borrower's accounts with Lender. (g)
Any of the events described in this default section occurs with respect to
any guarantor of this Note. (h) A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
If any default, other than a default in payment, is curable and if Borrower
has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of
default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within thirty
(30) days; or (b) if the cure requires more than thirty (30) days,
immediately initiates steps which Lender deems in Lender's sole discretion to
be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.
LENDERS RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including
failure to pay upon final maturity, Lender, at its option, may also, if
permitted under applicable law, increase the interest rate on this Note 2.000
percentage points. The interest rate will not exceed the maximum rate
permitted by applicable law. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender
that amount. This 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), appeals, and any anticipated
post-judgment collection services. If not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and accepted by Lender
in the State of Michigan. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Washtenaw
County, the State of Michigan. This Note shall be governed by and construed
in accordance with the laws of the State of Michigan.
RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's
accounts with Lender (whether checking, savings, or some other account),
including without limitation all accounts held jointly with someone else and
all accounts Borrower may open in the future, excluding however all XXX and
Xxxxx accounts, and all trust accounts for which the grant of a security
interest would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on
this Note against any and all such accounts.
COLLATERAL. This Note is secured by a Business Loan Agreement and Commercial
Pledge and Security Agreement of even date herewith.
ADDITIONAL PROVISIONS. THE UNDERSIGNED AND BANK ACKNOWLEDGE THAT THE RIGHT TO
TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY,
AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES
ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS PROMISSORY NOTE
OR THE INDEBTEDNESS.
ADDITIONAL COLLATERAL. Borrower also pledges to the Lender all deposits and
other property of the Borrower now or hereafter in the possession, custody or
control of the Lender for any purpose as security for the payment of this
Note. Collateral securing other obligations of the Borrower to the Lender may
also secure this Note. The surrender of this Note upon payment or otherwise
shall not affect the right of the Lender to retain the Collateral as security
for payment or any other indebtedness owed by the Borrower to the Lender,
whether now or later arising.
DIRECT DEBIT. The following is applicable if checked by Borrower:
EXHIBIT 1
PROMISSORY NOTE Page 2
(Continued)
=============================================================================
[ ] Payments shall be paid by the Borrower by debiting the
Borrowers_________________account, number_______________on the due date.
GENERAL PROVISIONS. 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, protest 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 other than the party with whom the
modification is made. The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
X /s/ Xxxxxx X. Story X /s/ Xxx X. Story
------------------- -----------------
Xxxxxx X. Story Xxx X. Story
======================================================================
Fixed Rate. Single Pay
[FIRST OF AMERICA, LOGO]
Exhibt 1
DISBURSEMENT REQUEST AND AUTHORIZATION
==============================================================================
Borrower: Xxxxxx X. Story Lender: First of America Bank-Michigan, N.A.
Xxx X. Story Xxx Arbor Region
2025 Newburgh 000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
==============================================================================
LOAN TYPE. This is a Fixed Rate (10.250%), Single Pay Loan to an individual
for $110,000.00 due on April 7, 1997.
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: To purchase 13,118
shares of Dearborn Bancorp, Inc. stock.
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 $110,000.00 as follows:
Amount paid to Borrower directly: $110,000.00
$110,000.00 Lender's Check #_____________ _________
Note Principal: $110,000.00
CHARGES PAID IN CASH. Borrower has paid or will pay in cash, as agreed, the
following charges and, if applicable, authorize Lender to pay such fees to
the appropriate third parties:
Prepaid Finance Charges Paid in Cash: $ 0.00
Other Charges Paid in Cash: $100.00
$100.00 Processing Fee _________
Total Charges Paid in Cash: $100.00
FEE PAYMENT OPTIONS-CHARGES PAID IN CASH. [ ] Attached is a check for payment
of fees.
[ ] Please debit my _______________account, number______________for payment of
fees.
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 JANUARY 7, 1997.
BORROWER:
X /s/ Xxxxxx X. Story X /s/ Xxx X. Story
------------------- -----------------
Xxxxxx X. Story Xxx X. Story
======================================================================
Fixed Rate. Single Pay
