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EXHIBIT 10.2
Community Shores LLC
No. R-______
COMMUNITY SHORES BANK CORPORATION
FLOATING RATE SUBORDINATED NOTE
DUE JUNE 30, 2006
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE
MICHIGAN UNIFORM SECURITIES ACT, OR THE SECURITIES LAWS OF ANY OTHER STATE. THIS
NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, THE MICHIGAN UNIFORM SECURITIES ACT, AND ANY OTHER
APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
THIS NOTE IS SUBJECT TO RESTRICTIONS ON SALE, PLEDGE AND OTHER TRANSFERS
SET FORTH IN AN AGREEMENT BETWEEN THE HOLDER AND ISSUER OF THIS NOTE, INCLUDING
RESTRICTIONS REQUIRING, IN MOST CASES, THE ISSUER'S CONSENT PRIOR TO ANY SALE,
PLEDGE OR OTHER TRANSFER.
THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF COMMUNITY SHORES BANK
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY. THIS NOTE IS SUBORDINATE TO THE CLAIMS OF CERTAIN OTHER
CREDITORS OF THE COMPANY, IS INELIGIBLE TO SECURE A LOAN FROM COMMUNITY SHORES
BANK, AND IS UNSECURED.
Community Shores Bank Corporation, a Michigan corporation (the "Company"),
for value received, hereby promises to pay to
*** COMMUNITY SHORES LLC,
A MICHIGAN LIMITED LIABILITY COMPANY ***
or permitted registered assigns, on June 30, 2006, the principal sum of Six
Hundred and Thousand Dollars ($600,000) and to pay interest on the unpaid
principal amount of this Note from the date of this Note or from the most recent
Interest Payment Date to which interest hereon has been paid or duly provided
for, whichever is later, quarterly in arrears on the 15th day of April, July,
October, and January (each an "Interest Payment Date") in each year commencing
on July 15, 2001, at the Adjusted Firstar Prime Rate until the principal of this
Note is paid or made available for payment. The Adjusted Firstar Prime Rate is
the per annum rate announced from time to time by Firstar Bank, N.A. as its
prime rate, or if that rate is not practical to determine for any period than
during such
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period the prime rate prevailing at the time in the State of Michigan, plus in
either case one and one-half percent (1 1/2 %) per annum.
Interest on overdue interest will be payable on demand at the rate of ten
percent (10%) per annum. During the continuance of any Event of Default (as
defined in the Purchase Agreement referred to below) the per annum rate of
interest payable on the unpaid principal balance of this Note will increase from
the Adjusted Firstar Prime Rate to two percent (2%) per annum above the Adjusted
Firstar Prime Rate.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date for such interest
which shall be the 15th day (whether or not a business day) of the calendar
month immediately preceding an Interest Payment Date, notwithstanding the
cancellation of this Note upon any transfer or exchange of this Note subsequent
to such Regular Record Date and prior to such Interest Payment Date. The
principal of and interest on this Note shall be payable at the principal office
of the Company in Muskegon County, Michigan; provided, however, that payment of
interest or principal may be made at the option of the Company by check mailed
to the address of the person entitled to the payment as such address may appear
on the Note Register. All such payments shall be made in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.
This Note may be prepaid in whole or in part prior to maturity, without
any prepayment fee, at any time at the election of the Company, upon at least
one (1) days prior written notice to the person in whose name this Note is
registered.
This Note is one of a duly authorized issue of subordinated notes of the
Company designated as its Floating Rate Subordinated Notes Due June 30, 2006
(the "Floating Rate Subordinated Notes"), limited in aggregate principal amount
to $4,000,000. This Note is issued under and pursuant to a Subordinated Note
Purchase Agreement dated March 28, 2001, by and between the Company and the
initial registered owner of this Note (the "Purchase Agreement") to which
Purchase Agreement and any amendments to it reference is made for a description
of the rights, limitations of rights, obligations, and duties of the Company and
the person in whose name this Note is registered, and the terms upon which the
Notes are, and are to be, registered and delivered.
The payment of principal of and interest on this Note is expressly
subordinated, as provided in the Purchase Agreement to the payment of any and
all Senior Debt of the Company, as defined in the Purchase Agreement, which
includes all obligations of the Company for borrowed or purchased money, whether
outstanding at the date of the Purchase Agreement or subsequently incurred,
other than obligations evidenced by the Company's Floating Rate Subordinated
Notes that are now outstanding or later issued. This Note is not superior in
right of payment to the other Floating Rate Subordinated Notes, but instead
shall rank pari passu with all of the other Floating Rate Subordinated
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Notes. This Note is issued subject to such provisions of the Purchase Agreement,
and each holder of this Note, by accepting the same, agrees to and shall be
bound by such provisions.
This Note is issuable only as a registered Note without coupons in minimum
denominations of $1,000. No service charge will be made for any transfer or
exchange of this Note, but the Company will require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with any
transfer or exchange. The Company may treat the person in whose name this Note
is registered as the owner of this Note for the purpose of receiving payment and
for all other purposes whether or not this Note is overdue, and the Company
shall not be affected by any notice to the contrary.
As provided in the Purchase Agreement and subject to certain limitations
set forth in the Purchase Agreement, this Note is transferable on the Note
Register of the Company, upon surrender of this Note for transfer at the
principle office of the Company in Muskegon County, Michigan, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company, duly executed by, the registered holder of this Note.
The interest rate payable on this Note may be increased under certain
circumstances as provided for in Section 10 of the Purchase Agreement.
No reference in this Note to the Purchase Agreement and no provisions of
this Note or of the Purchase Agreement shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay, the principal of and
interest on this Note at the time and place, at the rate and in the currency
prescribed in this Note.
Community Shores Bank Corporation has caused this Note to be executed in
its corporate name by the manual signature of its duly authorized officer.
Date: March 28, 2001
COMMUNITY SHORES BANK CORPORATION
BY: /s/ Xxxx' X. Xxxxxxx
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Xxxx' X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
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