METROBANK. By: /s/ Xxx X. Xxxxxxx ------------------------------ Xxx X. Xxxxxxx ATTEST: President and Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx "Bank" ----------------------------- Xxxxxxx X. Xxxxxx, Secretary FIRST INDIANA CORPORATION By: /s/ Xxxxx XxXxxxxx ------------------------------ ATTEST: Xxxxx XxXxxxxx By: /s/ Xxxx X. Xxxxxx, Xx. "FIC" ---------------------------- FIC ACQUISITION CORP. By: /s/ Xxxxx XxXxxxxx ------------------------------ ATTEST: Xxxxx XxXxxxxx By: /s/ Xxxx X. Xxxxxx, Xx. "Merger Sub" ---------------------------- FIRST INDIANA BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxx, Xx. ------------------------------------ ATTEST: Xxxx X. Xxxxxx, Xx. By: /s/ Xxxxx XxXxxxxx "First Indiana" ----------------------------- VOTING AGREEMENT Each of the undersigned directors of MBC hereby (a) agrees in his capacity as a director to recommend to MBC's shareholders the approval of this Agreement and the Merger, except as otherwise provided in Sections 6.01 and 6.05 of this Agreement, and (b) agrees in his individual capacity to vote his shares of MBC common stock that are registered in his personal name (and agrees to use his best efforts to cause all additional shares of MBC Common Stock owned jointly with any other person or by his spouse or over which he has voting influence or control to be voted) in favor of this Agreement and the Company Merger. In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of MBC with the purpose of avoiding his agreements set forth in the preceding sentence. Dated this 4th day of September, 2002. /s/ Xxxxx X. Xxxxxxx ----------------------------------------------- Xxxxx X. Xxxxxxx /s/ Xxx X. Xxxxxxx ----------------------------------------------- Xxx X. Xxxxxxx /s/ Xxxxx X. Xxxxx ----------------------------------------------- Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx ----------------------------------------------- Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx, Xx. ----------------------------------------------- Xxxxxx X. Xxxxx, Xx. /s/ Xxxxx X. Xxxxxxxxxx ----------------------------------------------- Xxxxx X. Xxxxxxxxxx
METROBANK. For inquiry, you may call at (00) 000-0000 or 000-0000 loc. 7034
METROBANK reserves the right to reject any CNP Transaction if the Card account has no available credit, has been delinquent, is canceled, or has expired. CNP Transactions shall likewise be disapproved in accordance with the Terms and Conditions Governing the Issuance and Use of METROBANK Credit Cards or when the Cardholder is in default under any of his obligations on one or more METROBANK Credit Cards or any of his credit facilities with METROBANK.
METROBANK b. If any of the foregoing Chargeback Event occurs, METROBANK has the right not to accept the transactions and chargeback such to the MERCHANT via a Chargeback Advice.
METROBANK shall also enjoy and exercise preferential lien on the stocks, inventories, properties, banks accounts and all other forms of monetary deposits and investments of the MERCHANT. Accordingly, upon failure of the MERCHANT to reimburse METROBANK for any duly paid Transaction Draft or Sales Slip, whether arising from a Chargeback Advice or such other amount due to METROBANK under this Agreement, METROBANK is fully authorized and empowered by the MERCHANT as its attorney-in-fact to take possession of the MERCHANT’s stock inventories and properties, to forthwith sell the same at public auction or private sale, and to apply the proceeds thereof in payment of the MERCHANT’s unpaid obligations and expenses of sale; Provided, however, that any excess shall be turned over to the MERCHANT.
METROBANK without cost to the MERCHANT, shall include the MERCHANT’s name, address and telephone numbers in METROBANK’s Merchants Directory.
METROBANK reserves the right to charge the MERCHANT for the costs of stationery including paper rolls that will be used in the POS terminal.
METROBANK shall provide the MERCHANT with POS terminal(s) and reserves the right to charge the MERCHANT a rental fee for the use of the said terminal(s). It is understood, that the MERCHANT shall exercise reasonable care in handling and operating the POS terminal(s). METROBANK shall shoulder all costs related to the installation, repair and maintenance of the POS terminal(s) including but not limited to the ordinary wear and tear except those repairs which can be traced to negligence on the part of the MERCHANT. All electrical consumption for the use of the POS terminal(s) shall be for the account of the MERCHANT.
METROBANK reserves the right to request documents from the MERCHANT from time to time to comply with the requirements of various government and regulatory agencies.
METROBANK shall furnish MERCHANT the corresponding Certificate of Taxes Withheld (CTW) pertaining to the amount of creditable withholding taxes withheld.
