PROMISSORY NOTE
$1,000,000 Dated: July 24, 1996
FOR VALUE RECEIVED, the undersigned, First Coastal Corporation, a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to Androscoggin
Savings Bank, a Maine savings bank in mutual form ("Lender"), subject to the
terms and conditions of the Loan Agreement, of even date herewith, among the
Borrower, Machias Savings Bank, as Agent (the "Agent"), and the Lender and
the other savings banks named therein (the "Loan Agreement"), the principal
amount of ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00), payable on or
before the Maturity Date (as defined below), together with interest on the
unpaid principal amount of this Note from the date hereof, at a rate per
annum equal to 10.85% (computed on the basis of a 365-day year), to and
including the Maturity Date. Interest shall be payable quarterly, in arrears,
on the last day of each calendar quarter commencing on September 30, 1996 and
continuing on each December 31, March 31, June 30 and September 30 thereafter
and on the Maturity Date.
Commencing on June 30, 1998, and continuing semi-annually on each
December 31 and June 30 thereafter until the Maturity Date (as defined
below), Borrower shall pay to Lender a principal payment of $50,000; the
entire remaining principal balance of this Note shall be paid on December 31,
2001 (the "Maturity Date"). The final payment of the remaining principal
balance of this Note shall be accompanied by the payment of all accrued but
unpaid interest with respect to the principal balance outstanding prior
thereto.
Borrower may prepay this Note in whole or in part at any time at its
option upon not less than three Business Days prior written notice,
specifying the date and the amount of prepayment, and upon the payment of all
accrued but unpaid interest on the amount prepaid to the date of such
prepayment, provided that each such optional principal prepayment shall be in
a minimum amount of $25,000, and provided further, that any optional
prepayment during the first three years following the Closing Date shall be
accompanied by a prepayment premium as set forth in Section 1.4 of the Loan
Agreement.
The obligation of the Borrower to the Lender hereunder is secured
pursuant to the terms of a Stock Pledge Agreement, dated as of the date
hereof, made by the Borrower in favor of the Agent (the "Stock Pledge
Agreement"). Upon the occurrence of an Event of Default (as defined in the
Loan Agreement), the Lender shall have all of the rights set forth in the
Loan Agreement and the Stock Pledge Agreement.
Whenever any payment of principal, interest or fees to be made hereunder
becomes due on a day other than a Business Day (as defined in the Loan
Agreement), such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
the amount of interest then to be paid. All payments and prepayments
hereunder shall be made by wire transfer to the Lender's account (as
specified in the Loan Agreement) without offset or counterclaim, in such
money of the United States as at the
time of payment shall be legal tender for the payment of public and private
debts and in immediately available funds. Each payment shall be received by
each Lender no later than 2:00 p.m., Eastern Time (standard or daylight, as
in effect) and any payment received after such time shall be treated as
received on the next Business Day.
Presentment and demand for payment, notice of dishonor, protest and
notice of protest are hereby waived by the Borrower. The Borrower agrees to
pay all out-of-pocket expenses (including, but not limited to, reasonable
attorneys' fees) incurred by the holder hereof in connection with the
enforcement of this Note.
This Note and the rights and obligations of the Lender and the Borrower
hereunder shall be governed by and interpreted and construed in accordance
with the laws of the State of Maine (but not including the choice of law
rules thereof).
Unless an Event of Default shall have occurred, this Note may not be
transferred or assigned by the Lender without the prior written consent of
the Borrower.
FIRST COASTAL CORPORATION
By: /s/ Gregory T. Caswell
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Name: Gregory T. Caswell
Title: President and Chief Executive Officer
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