1
[FIRSTAR LOGO]
FOR BANK USE ONLY Reviewed by
-----------------
Due
------------------------
Customer # Loan #
----------------- ------------
STAND-ALONE REVOLVING NOTE
$3,000,000 February 1, 1998
- ------------------ ----------------
FOR VALUE RECEIVED, the undersigned borrower (the "Borrower"),
promises to pay to the order of Firstar Bank Milwaukee, N.A. (the "Bank"), the
principal sum of Three Million and 00/100
Dollars ($3,000,000), payable February 1, 1999.
The Bank will make advances to the Borrower from time to time up to the
aggregate amount of $3,000,000. The Borrower may, prior to the maturity date
or termination as described below, borrow, repay and reborrow such amount from
the Bank.
1. INTEREST. The unpaid balance under this Note will bear interest at
a rate equal to the prime rate of interest announced by the Bank and in effect
from time to time, with the rate hereon changing as and when such prime rate
changes minus .75%.
2. PAYMENT SCHEDULE. Interest is payable monthly commencing on the
first day of the first month after the Borrower borrows any amount under this
Note, and continuing on the same day of each consecutive month thereafter.
Principal and all accrued interest is due and payable on February 1, 1999.
3. PAID-IN-FULL PERIOD. / / If checked here, all revolving loans
under this Note must be paid in full for a period of at least n/a consecutive
days during each fiscal year.
4. CLOSING FEE. / / If checked here, the Borrower will pay the Bank a
one-time closing fee of $ n/a contemporaneously with execution of this Note.
This fee is in addition to all other fees, expenses and other amounts due
hereunder.
5. LATE PAYMENT FEE. Subject to applicable law, if any payment is not
made on or before its due date, the Bank may collect a delinquency charge of 2%
of the unpaid amount. Collection of the late payment fee shall not be deemed
to be a waiver of the Bank's right to declare a default hereunder.
6. CALCULATION OF INTEREST. Interest will be computed for the actual
number of days principal is unpaid, using a daily factor obtained by dividing
the stated interest rate by 360.
7. DEFAULT INTEREST RATE. Principal amounts remaining unpaid after
the maturity thereof, whether at fixed maturity or by reason of acceleration of
maturity, shall bear interest from and after maturity until paid at a rate of
2% per annum plus the rate otherwise payable hereunder.
8. MAXIMUM RATE. In no event will the interest rate hereunder exceed
that permitted by applicable law. If any interest or other charge is finally
determined by a court of competent jurisdiction to exceed the maximum amount
permitted by law, the interest or charge shall be reduced to the maximum
permitted by law, and the Bank may credit any excess amount previously
collected against the balance due or refund the amount to the Borrower.
Page 1 of 4
2
9. FINANCIAL INFORMATION. The Borrower will (i) maintain accounting
records in accordance with generally recognized and accepted principles of
accounting consistently applied throughout the accounting periods involved;
(ii) provide the Bank with such information concerning its business affairs and
financial condition (including insurance coverage) as the Bank may reasonably
request; and (iii) without request, provide the Bank with annual financial
statements prepared by an accounting firm acceptable to the Bank within 120
days of the end of each fiscal year.
10. CREDIT BALANCES; SETOFF. As additional security for the payment
of the obligations described in this Note or any document securing or related
to the loan evidenced by this Note (collectively the "Loan Documents"), and
any other obligations of the Borrower to the Bank of any nature whatsoever
(collectively the "Obligations"), the Borrower hereby grants to the Bank a
security interest in, a lien on and an express contractual right to set off
against all depository account balances, cash and any other property of the
Borrower now or hereafter in the possession of the Bank and the right to refuse
to allow withdrawals from any account (collectively "Setoff"). The Bank may,
at any time upon the occurrence of a default hereunder (notwithstanding any
notice requirements or grace/cure periods under this or other agreements
between the Borrower and the Bank) Setoff against the Obligations whether or
not the Obligations (including future installments) are then due or have been
accelerated, all without any advance or contemporaneous notice or demand of any
kind to the Borrower, such notice and demand being expressly waived.
11. ADVANCES AND PAYING PROCEDURE. The Bank is authorized and directed
to credit any of the Borrower's accounts with the Bank (or to the account the
Borrower designates in writing) for all loans made hereunder, and the Bank is
authorized to debit such account or any other account of the Borrower with the
Bank for the amount of any principal or interest due or other amount due
hereunder on the due date with respect thereto.
12. Defaults. Notwithstanding any cure periods described below, the
Borrower shall immediately notify the Bank in writing when the Borrower obtains
knowledge of the occurrence of any default specified below. Regardless of
whether the Borrower has given the required notice, the occurrence of one or
more of the following shall constitute a default.
(a) NONPAYMENT. The Borrower shall fail to pay (i) any interest due
on this Note or any fees, charges, costs, or expense under the
Loan Documents by 5 days after the same becomes due; or (ii) any
principal amount of this Note when due.
(b) NONPERFORMANCE. The Borrower or any guarantor of the
Borrower's Obligations to the Bank ("Guarantor") shall fail to
perform or observe any agreement, term, provision, condition, or
covenant (other than a default occurring under (a), (c), (d), (e),
(f) or (g) of this paragraph 12) required to be performed or
observed by the Borrower or any Guarantor hereunder or under any
other Loan Document or other agreement with or in favor of the
Bank.
(c) MISREPRESENTATION. Any financial information, statement,
certificate, representation or warranty given to the Bank by the
Borrower or any Guarantor (or any of their representatives) in
connection with entering into this Note or the other Loan
Documents and/or any borrowing thereunder, or required to be
furnished under the terms thereof, shall prove untrue or
misleading in any material respect (as determined by the Bank in
the exercise of its judgment) as of the time when given.
(d) DEFAULT ON OTHER OBLIGATIONS. The Borrower or any Guarantor
shall be in default under the terms of any loan agreement,
promissory note, lease, conditional sale contract or other
agreement, document or instrument evidencing, governing or
securing any indebtedness owing by the Borrower or any Guarantor
to the Bank or any indebtedness in excess of $10,000 owing by the
Borrower to any third party, and the period of grace, if any, to
cure said default shall have passed.
(e) JUDGMENTS. Any judgment shall be obtained against the
Borrower or any Guarantor which, together with all other
outstanding unsatisfied judgments against the Borrower (or such
Guarantor), shall exceed the sum of $10,000 and shall remain
unvacated, unbonded or unstayed for a period of 30 days following
the date of entry thereof.
(f) INABILITY TO PERFORM; BANKRUPTCY/INSOLVENCY. (i) the Borrower
or any Guarantor shall die or cease to exist; or (ii) any
Guarantor shall attempt to revoke any guaranty of the Obligations
described herein, or any guaranty becomes unenforceable in whole
or in part for any reason; or (iii) any bankruptcy, insolvency or
receivership proceedings, or an assignment for the benefit of
creditors, shall be commenced under any Federal or state law by or
against the Borrower or any Guarantor; or (iv) the Borrower or any
Guarantor shall become the subject of any out-of-court settlement
with its creditors; or (v) the Borrower or any Guarantor is unable
or admits in writing its inability to pay its debts as they
mature.
(g) ADVERSE CHANGE; INSECURITY. (i) there is a material adverse
change in the business, properties, financial condition or affairs
of the Borrower or any Guarantor, or in any collateral securing
the Obligations; (ii) the Bank in good faith deems itself
insecure.
13. TERMINATION OF LOANS; ADDITIONAL BANK RIGHTS. Upon the occurrence
of any of the events identified in paragraph 12, the Bank may at any time
(notwithstanding any notice requirement or grace/cure periods under this or
other agreements between the Borrower and the Bank) (i) immediately terminate
its obligation, if any, to make additional loans to the Borrower; (ii) Setoff;
and/or (iii) take such other steps to protect or preserve the Bank's interest in
any collateral, including without limitation, notifying account debtors to make
payments directly to the Bank, advancing funds to protect any collateral and
insuring collateral at the Borrower's expense; all without demand or notice of
any kind, all of which are hereby waived.
Page 2 of 4
3
and 12(h)
14. ACCELERATION OF OBLIGATIONS. Upon the occurrence of any of the
events identified in paragraph 12(a) through 12(e) and 12(g), and the passage
of any applicable cure periods, the Bank may at any time thereafter, by written
notice to the Borrower, declare the unpaid principal balance of any
Obligations, together with the interest accrued thereon and other amounts
accrued hereunder and under the other Loan Documents, to be immediately due and
payable; and the unpaid balance shall thereupon be due and payable, all without
presentation, demand, protest or further notice of any kind, all of which are
hereby waived, and notwithstanding anything to the contrary contained herein or
in any of the other Loan Documents. Upon the occurrence of any event under
paragraph 12(f), the unpaid principal balance of any Obligations, together with
all interest accrued thereon and other amounts accrued hereunder and under the
other Loan Documents, shall thereupon be immediately due and payable, all
without presentation, demand, protest or notice of any kind, all of which are
hereby waived, and notwithstanding anything to the contrary contained herein or
in any of the other Loan Documents. Nothing contained in paragraph 12 or 13 or
this paragraph shall limit the Bank's right to Setoff as provided in this Note.
15. COLLATERAL. This Note is secured by any and all security
interests, pledges, mortgages or liens now or hereafter in existence granted to
the Bank to secure indebtedness of the Borrower to the Bank (unless prohibited
by law), including, without limitation, as described in the following
documents:______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
16. GUARANTIES. This Note is guaranteed by InvestorsBancorp, Inc. ___
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
17. RESTATED NOTE INFORMATION. / / If checked here, this Note is a
restatement of note(s) dated n/a, executed by the Borrower payable to
the order of the Bank in the original principal amount(s) of $ n/a and any
renewals or restatements prior to the date hereof.
18. ADDITIONAL BANK RIGHTS. Without affecting the liability of any
Borrower, endorser, surety or guarantor, the Bank may, without notice, renew or
extend the time for payment, accept partial payments, release or impair any
collateral security for the payment of this Note, or agree not to sue any party
liable on it.
19. WARRANTIES. The Borrower makes the following warranties: (A) If
the Borrower is a corporation or partnership, it is a validly existing
corporation or partnership (as applicable), in good standing under the laws of
its state of organization, and has all requisite power and authority, corporate
or otherwise, and possesses all licenses necessary, to conduct its business and
own its properties. (B) The execution, delivery and performance of this Note
and all other Loan Documents (i) are within the Borrower's power; (ii) have
been duly authorized by proper corporate or partnership action (as applicable);
(iii) do not require the approval of any governmental agency, and (iv) will not
violate any law, agreement or restriction by which the Borrower is bound. (C)
This Note and the other Loan Documents are the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their terms.
20. WAIVERS; RELATIONSHIP TO OTHER DOCUMENTS. All Borrowers,
endorsers, sureties and guarantors waive presentment, protest, demand, and
notice of dishonor. The warranties, covenants and other obligations of the
Borrower (and rights and remedies of the Bank) in this Note and all related
documents are intended to be cumulative and to supplement each other.
21. EXPENSES AND ATTORNEYS' FEES. The Borrower will reimburse the
Bank and any participant in the Obligations ("Participant") for all attorneys'
fees and all other costs, fees and out-of-pocket disbursements (including fees
and disbursements of both inside counsel and outside counsel) incurred by the
Bank or any Participant in connection with the preparation, execution,
delivery, administration, defense and enforcement of this Note or any of the
other Loan Documents, including fees and costs related to any waivers or
amendments with respect thereto (examples of costs and fees include but are not
limited to fees and costs for: filing, perfecting or confirming the priority of
the Bank's lien, title searches or insurance, appraisals, environmental audits
and other reviews related to the Borrower, any collateral or the loans, if
requested by the Bank). The Borrower will also reimburse the Bank and any
Participant for all costs of collection before and after judgment, and the
costs of preservation and/or liquidation of any collateral (including fees and
disbursements of both inside and outside counsel).
22. APPLICABLE LAW AND JURISDICTION; INTERPRETATION; JOINT LIABILITY.
This Note and all other Loan Documents shall be governed by and interpreted in
accordance with the internal laws of the state where the Bank's main office is
located, except to the extent superseded by Federal law. Invalidity of any
provisions of this Note shall not affect any other provision. THE BORROWER
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITUATED IN THE COUNTY OR FEDERAL JURISDICTION OF THE BANK'S LOCAL OFFICE, AND
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS,
CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS NOTE, THE COLLATERAL, ANY
OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT
AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein shall affect the
Banks's rights to serve process in any manner permitted by law, or limit the
Bank's right to bring proceedings against the Borrower in the competent courts
of any other jurisdiction or jurisdictions. This Note, the other Loan Documents
and any amendments hereto (regardless of when executed) will be deemed
effective and accepted only upon the Bank's receipt of the executed originals
thereof. If there is more than one Borrower, the liability of the Borrowers
shall be joint and several, and the reference to "Borrower" shall be deemed to
refer to all Borrowers.
Page 3 of 4
4
23. COPIES; ENTIRE AGREEMENT; MODIFICATION. The Borrower hereby acknowledges
the receipt of a copy of this Note and all other Loan Documents.
IMPORTANT; READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS
OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY
ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER
CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER. A MODIFICATION OF
ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER, WHICH
OCCURS AFTER RECEIPT BY YOU OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN
INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT
ENFORCEABLE AND SHOULD NOT BE RELIED UPON.
24. WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK HEREBY JOINTLY AND
SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR
CONNECTED THERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
INVESTORBANK
------------------------------------------------
Borrower Name (Organization)
a Wisconsin state banking corporation
---------------------------------------------
By /s/ George Schonath
---------------------------------------------
Name and Title George Schonath, President
--------------------------------
By
----------------------------------------------
Name and Title
----------------------------------
Borrower Address:
------------------------------------------------------------
Borrower Telephone No.:
----------------------
Page 4 of 4
5
RIDER
This Rider is made part of the Stand-Alone Revolving Note (the "NOTE")
by the undersigned borrower (the "BORROWER") in favor of Firstar Bank
Milwaukee, N.A. (the "BANK") as of the date identified below. The warranties,
covenants and other terms described below are hereby added to the Note.
1. The following is added at the end of Section 12:
(h) Regulatory Orders. The Borrower or any Guarantor enters
into any memorandum of understanding or other agreement
with any banking Regulatory Authority relating to any
unsound or unsafe banking practice or conduct or any
violation of law respecting the operation of Borrower or
Guarantor, or Borrower or Guarantor or any of their
officers, employees, or directors become the subject of a
judicial or administrative determination restraining any of
them from taking any actions of any kind in connection with
the business of Borrower or Guarantor, assessing a civil
penalty, finding that any criminal offense occurred in
connection with the operations of Borrower or Guarantor, or
suspending or removing any officer or director of Borrower
or Guarantor.
2. The following is added to Section 9 of the Note:
(iv) provide within 45 days of the end of each quarter, quarterly
call reports prepared on FFIEC forms, or any successors
thereto, of the Borrower prepared in accordance with the
guidelines of any Regulatory Authority that regulates the
Borrower; and
(v) promptly provide, after the furnishing thereof, copies of
any statement or report furnished to any other holder
of obligations of Borrower pursuant to the terms of any
indenture, loan or similar agreement and not otherwise
required to be furnished to the Bank pursuant to any clause
of this paragraph; and
(vi) promptly provide a statement of the chief financial
officer of the Borrower describing: (i) any event which,
either of itself or with the lapse of time or the giving of
notice or both, would constitute a default hereunder or under
any other material agreement to which the Borrower is a
party, together with a statement of the actions which the
Borrower proposes to take with respect thereto; and (ii) any
pending or threatened litigation or administrative
proceeding; and
(vii) promptly provide notice of any memorandum of understanding
or any other agreement with any banking regulatory
agencies, or cease and desist order, immediately after
entered into by or issued against Borrower; and
Date as of : February 1, 1998
--------------------------------.
INVESTORSBANK,
a Wisconsin state banking corporation
By: /s/ George Schonath
-----------------------------------------
Name and Title: George Schonath, President
-----------------------------
By:
-----------------------------------------
Name and Title:
-----------------------------