REVOLVING BUSINESS NOTE
M&I Bank
NICOLET BANKSHARES. INC. DECEMBER 31, 2004 $5,000,000
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Customer Date Amount
The undersigned ("Customer", whether one or more) promises to pay to the order
of M&I Marshall & Ilsley Bank ("Lender") at 770 North Water Street, Milwaukee,
Wisconsin 53202, the principal sum of $5,000,000.00 or, if less, the aggregate
unpaid principal amount of all loans made under this Note, plus interest, as set
forth below.
Lender will disburse loan proceeds to Customer's deposit account number
_______________________ or by other means acceptable to Lender.
Interest is payable on JANUARY 31,2005, and on the last day of each consecutive
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month thereafter and at maturity.
Principal is payable JULY 31, 2005.
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This Note bears interest on the unpaid principal balance before maturity
(whether upon demand, acceleration or otherwise) at the rates set forth on the
One Month Libor Addendum attached hereto.
Interest is computed on the basis of a 360-day year on the actual number of days
principal is unpaid. Unpaid principal and interest bear interest after maturity
(whether by acceleration or lapse of time) until paid at the prime rate of
interest adopted by Lender as its base rate for interest rate determinations
from time to time which may or may not be the lowest rate charged by Lender
("Prime Rate") (with the rate changing as and when that Prime Rate changes) plus
3%.
If any payment is not paid when due, if a default occurs under any other
obligation of any Customer to Lender or if Lender deems itself insecure, the
unpaid balance shall, at the option of Lender, and without notice mature and
became immediately payable. The unpaid balance shall automatically mature and
become immediately payable in the event any Customer, surety, or guarantor
becomes the subject of bankruptcy or other insolvency proceedings. Lender's
receipt of any payment on this Note after the occurrence of an event of default
shall not constitute a waiver of the default or Lender's rights and remedies
upon such default
The acceptance of this Note, the making of any loan, or any other action of
Lender does not constitute an obligation of commitment of Lender to make loans;
and any loans may be made solely in the discretion of Lender. This Note may be
prepaid in full or in part without penalty.
Lender is authorized to automatically charge payments due under this Note to
account number_______________ at M&I Marshall & Ilsley Bank (See reverse side
regarding Notice of Transfers Varying in Amount.)
This Note includes additional provisions.
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Nicolet Bankshares, Inc.
110 S. Washington St.
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Street Address
By: /s/ Michael E. Daniels
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EVP/SEC Title Green Bay. W154305
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City/State/Zip
JCT/caw
ACCT: 22318923 NOTE: 10001
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ADDITIONAL PROVISIONS
This Note is secured by all existing and future security agreements, assignments
and mortgages between Lender and Customer, between Lender and any guarantor of
this Note, and between Lender and any other person providing collateral security
for Customer's obligations, and payment may be accelerated according to any of
them. Unless a lien would be prohibited by law or would render a nontaxable
account taxable, Customer grants to Lender a security interest and lien in any
deposit account Customer may at any time have with Lender. Lender may, at any
time after an occurrence of an event of default, without notice or demand,
setoff against any deposit balances or other money now or hereafter owed any
Customer by Lender any amount unpaid under this Note.
Lender is authorized to make book entries evidencing loans and payments and the
aggregate of all loans as evidenced by those entries is presumptive evidence
that those amounts are outstanding and unpaid to Lender. Customer covenants that
all loans shall be used solely for business and not personal purposes.
Customer agrees to pay all costs of administration and collection before and
after judgment, including reasonable attorneys' fees (including those incurred
in successful defense or settlement of any counterclaim brought by Customer or
incident to any action or proceeding involving Customer brought pursuant to the
United States Bankruptcy Code), provided, however, that if Arizona law is
applicable to this Agreement and if the Credit Limit is $10,000 or less,
Customer agrees to pay court costs, expenses and reasonable attorneys' fees if
the Loans under this Note are referred for collection to an attorney other than
a salaried employee of Lender. Customer waives presentment, protest, demand and
notice of dishonor. Customer agrees to indemnify and hold harmless Lender, its
directors, officers, employees and agents, from and against any and all claims,
damages, judgments, penalties, and expenses, including reasonable attorneys'
fees, arising directly or indirectly from credit extended under this Note or the
activities of Customer. This Indemnity shall survive payment of this Note.
Customer acknowledges that Lender has not made any representations or warranties
with respect to, and that Lender does not assume any responsibility to Customer
for, the collectability or enforceability of this Note or the financial
condition of any Customer. Customer authorizes Lender to disclose financial and
other information about Customer to others. Each Customer has independently
determined the collectability and enforceability of this Note.
Without affecting the liability of any Customer, surety, or guarantor, Lender
may, without notice, 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. Without affecting the liability of any surety or guarantor, Lender may from
time to time, without notice, renew or extend the time for payment. The
obligations of all Customers under this Note are joint and several.
To the extent not prohibited by law, Customer consents that venue for any legal
proceeding relating to collection of this Note shall be, at Lender's option, the
county in which Lender has its principal office in this state, the county in
which any Customer resides or the county in which this Note was executed. This
Note shall be construed and enforced in accordance with the internal laws of
Wisconsin.
This Note is intended by Customer and Lender as a final expression of this Note
and as a complete and exclusive statement of its terms, there being no
conditions to the enforceability of this Note. This Note may not be supplemented
or modified except in writing, and except as set forth in One Month Libor
Addendum attached hereto.
PREAUTHORIZED TRANSFER DISCLOSURE
When Customer authorizes Lender to obtain payment of amounts becoming due Lender
by initiating charges to Customer's account, Customer also requests and
authorizes remitting financial institution to alert and honor same and to charge
same in Customer's account. This authorization will remain in effect until
Customer notifies Lender and the remitting financial institution in writing to
terminate this authorization and Lender and remitting financial institution have
a reasonable time to act on the termination. NOTICE OF TRANSFERS VARYING IN
AMOUNT: If Lender and remitting financial institution are not the same, Customer
is an individual, the account was established primarily for personal, family or
household purposes and the regular payments may vary in amount, Customer has the
right to receive a notice from Lender 10 days before each payment of how much
the payment will be; however, by signing this Note, Customer elects to receive
notice only when current payments would differ by more than 100% from previous
payment.
ONE MONTH LIBOR ADDENDUM
TO REVOLVING BUSINESS NOTE
This note bears interest on the unpaid principal balance before maturity at an
annual rate equal to the ONE MONTH LIBOR RATE (as defined below) PLUS 2.00%
(percentage points), which rate will change as of the first day of each month.
"ONE MONTH LIBOR RATE" means the annual rate equal to the rate at which U.S.
dollar deposits are offered on the first day of each calendar month on or about
9 a.m., Milwaukee, Wisconsin time as determined by the British Bankers
Association (BBA LIBOR) and reported by a major news service selected by Lender
(such as Reuters, Bloomberg or Moneyline Telerate).
If BBA LIBOR-for the one month period is not provided or reported on the first
day of a month because, for example, it is a weekend or holiday or for another
reason, the One Month LIBOR Rate shall be established as of the preceding day on
which a BBA LIBOR rate is provided for a one month period and reported by the
selected news service.
Dated: as of December 31, 2004
NICOLET BANKSHARES, INC.
By: /s/ Michael E. Daniels
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EVP/SEC Title
ACCEPTED: M&I MARSHALL & ILSLEY BANK
By: /s/ James Tepp
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James G. Tepp, Vice President
770 North Water Street
Milwaukee, Wisconsin 53202