exhibit103.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing


	
PROMISSORY NOTE WITH REVOLVING FEATURE

	
$
  5,000,000.00 
	 

	
      July 2, 2008 
    





	 BORROWER
          NAME AND ADDRESS:  	 LENDER
          NAME AND ADDRESS:  
	 	 
	 1ST UNITED
        BANCORP, INC.,   

        a
        Florida corporation (Borrower)   

        One
        North Federal Highway   

        Boca
        Raton, Florida 33432  	  SILVERTON
    BANK, N.A. (Bank)   

    3284
    Northside Parkway,   

    Atlanta,
    Georgia 30327  



Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify in writing, the sum of
Five Million and 00/100 Dollars ($5,000,000.00) or such sum as may be advanced and outstanding from time to
time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note With Revolving Feature (including all renewals, extensions or modifications hereof, this "Note").


1. USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the commercial purposes of
Borrower in supporting the working capital needs of the Subsidiary as defined herein below.


2. SECURITY. This Note is secured by one hundred percent (100%) of all issued and outstanding shares of capital stock in
1st United BANK, a Florida banking corporation/Borrower’s subsidiary (“Subsidiary”).


3. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time. The interest on this
Note shall accrue on the unpaid principal balance of this Note from the date hereof at the rate equal to the LIBOR 90 day index (the “LIBOR Rate”), as the LIBOR Rate is published from time to time by the British Bankers’ Association
(as of June 25, 2008, 2.81%), plus 200 basis points (2.00%), however, in no event shall the interest rate on this Note be less than 4.50% . The interest rate will be adjusted daily to reflect a change in the LIBOR Rate. The foregoing is a reference
rate for information and use of the Bank herein in establishing the actual rates to be charged to Borrower and does not necessarily constitute its lowest or best rate. In the event the interest rate defined above shall no longer be published, then
in such event the Bank shall, in its sole discretion, select a comparable money center bank index and give notice to the Borrower. The change in the interest rate is effective whether or not Bank gives Borrower notice of the change.


4. DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as
long as a Default continues, all outstanding Obligations shall bear interest at the interest rate of 18% per annum ("Default Rate"). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in
full.


5. INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day
year for the actual number of days in the applicable period ("Actual/360 Computation"). The Actual/360 Computation determines the annual effective yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to
determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.


DOCUMENTARY STAMP TAXES IN THE AMOUNT REQUIRED BY LAW ARE BEING PAID DIRECTLY TO THE DEPARTMENT OF REVENUE.







6. PREPAYMENT COMPENSATION. Principal may be prepaid in whole or in part at any time without premium or penalty,
provided however, that if Borrower closes the line of credit as evidenced by this Note prior to maturity (with the exception if Borrower is sold to an unrelated person or entity), Borrower shall be subject to a One Hundred Fifty Thousand and 00/100
Dollar ($150,000.00) prepayment penalty. Any prepayment in whole or in part shall include accrued interest and all other sums then due under any of the Loan Documents. No partial prepayment shall affect the obligation of Borrower to make any
payment of principal or interest due under this Note on the due dates specified. Notwithstanding the foregoing, Borrower must maintain a minimum outstanding principal balance of Five Hundred Thousand and 00/100 Dollars ($500,000.00) at all times
during the Term of this Note and the loan it evidences.


7. ACCURATE FINANCIAL INFORMATION. Borrower represents and covenants to Bank that on and after the date of this Note:
(i) all financial statements of Borrower or Subsidiary furnished to Bank are correct and accurately reflect in all material respects the financial conditions of Borrower or Subsidiary, as the case may be, as of the respective dates thereof; (ii)
Borrower maintains adequate records and books of account in which complete entries are made in accordance with tax method principles, consistently applied reflecting all financial transactions of borrower, and (iii) at such times as Bank requests,
Borrower will furnish Bank with such financial information as Bank may reasonably request. Notwithstanding the forgoing, Borrower and Subsidiary are to provide updated financial information as more particularly set forth in the Loan Agreement, as
defined below.


8. REPAYMENT TERMS. The Term of this Note shall be twelve (12) years. For the initial two (2) years, interest only shall
be paid in consecutive quarterly installments commencing on the 2nd day of October, 2008 and on the same day of
each quarter thereafter (the “Initial Period”). Immediately following the Initial Period, payments of principal plus interest (based upon a ten (10) year amortization schedule) shall be due on a monthly basis beginning on the
2nd day of August, 2010 and on the same day of each month thereafter. On July 2, 2020 (the “Maturity
Date”), Borrower shall pay all outstanding principal and accrued and unpaid interest, and any and all other amounts due Bank, in full.


9. REVOLVING FEATURE. Borrower may borrow, repay and re-borrow hereunder at any time, up to a maximum aggregate amount
outstanding at any one time equal to the principal amount of this Note, provided that Borrower is not in default under any provision of this Note, any other Loan Document executed in connection with this Note, or any other note or other loan
documents now or hereafter executed in connection with any other obligation of Borrower to Bank, and provided that the borrowings hereunder do not exceed any borrowing base or other limitation on borrowings by Borrower as more particularly set forth
in the Loan and Stock Pledge Agreement dated as of even date herewith (the “Loan Agreement”). Bank shall incur no liability for its refusal to advance funds based upon its determination that any conditions of such further advances have not
been met.


Advances under this Note must be requested in writing by Borrower. Any one of the following people are authorized to request advances and authorized payments under the line of credit:
John Marino, as Executive Vice President/CFO. Borrower agrees to be liable for all sums either (a) advanced in
accordance with the instructions of an authorized person or (b) credited to any of Borrower’s accounts with Bank. Bank will have no obligation to advance funds under this Note if: (A) Borrower or any Subsidiary is in default under the terms of
this Note or any agreement that Borrower or any Subsidiary has with the Bank after the expiration of any applicable cure periods, (B) Borrower or Subsidiary ceases doing business or is insolvent, (C) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Bank, or (D) Bank in good faith believes itself insecure.


10. APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations
shall be applied to accrued interest and then to principal. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.


If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned
payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.


11. DEFINITIONS. Loan Documents. The term "Loan Documents", as used in this Note and the other Loan Documents, refers to
all documents executed in connection with or related to the loan evidenced by this Note and includes, without limitation, this Note, the Loan Agreement, that certain commitment letter dated June 17, 2008 from Bank to Borrower (the
“Commitment”) guaranty agreements, security


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agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed. Obligations. The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other
obligations under this Note and the other Loan Documents between Borrower and Bank, and any other obligations or agreements between Borrower and Bank. Certain Other Terms.
All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.


12. LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each
payment past due for 10 or more days.


Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent
late payment received.


13. ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses incurred to enforce
or collect any of the Obligations including, without limitation, reasonable paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in
any appellate or bankruptcy proceeding. Should a suit be brought because of the breach of any covenants under this Obligation, the non-prevailing party shall pay the prevailing party all expenses of such suit and any appeal thereof, including a
reasonable attorney’s fee.


14. USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum
lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned
to Borrower.


15. DEFAULT. If any of the following occurs and is not cured within thirty (30) days of written notice, a default
("Default") under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance
of the Obligations or Default under this Note, the Loan Agreement, Commitment or any other Loan Document or any other indebtedness of Borrower to Bank, by the Borrower or any endorser. False Warranty. A warranty or representation made or deemed made in the Loan Documents or furnished to the Bank in connection with the
loan evidenced by this Note proves materially false, or if of a continuing nature, becomes materially false. Cessation; Bankruptcy. The death of, appointment of a guardian for, dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or
commencement of any bankruptcy or insolvency proceeding by or against Borrower, its Subsidiary or affiliates, if any, or any general partner of or the majority ownership interests of Borrower, or any party to the Loan Documents. Material Business Alteration. Without prior written consent of Bank, a material alteration in the kind or type of Borrower's
business. Material Capital Structure or Business Alteration. Without prior written consent of Bank, (i) a
material alteration in the kind or type of Borrower's business, if any; (ii) the sale of substantially all of the business or assets of Borrower or any Subsidiary, or a material portion (10% or more) of such business or assets if such a sale is
outside the ordinary course of business of Borrower or any Subsidiary, or more than 25% of the outstanding stock or voting power of or in Borrower in a single transaction or a series of transactions; (iii) any transfer of corporate stock or
membership units/interests directly or indirectly by the Borrower; (iv) should any Borrower enter into any merger or consolidation or (v) Bank determines in good faith, in its sole discretion, that the prospects for payment or performance of the
Obligations are impaired or a material adverse change has occurred in the business or prospects of Borrower, financial or otherwise. Notwithstanding the foregoing, a Default shall only occur under sections (ii), (iii), and (iv) of this Paragraph 15,
if Borrower is not the surviving entity, and transactions between wholly owned subsidiaries and Borrower are excluded as an event of Default. Financial Covenants. The failure of meeting any or all Financial Covenants and/or conditions as listed in the Loan Agreement and/or Commitment.


16. REMEDIES UPON DEFAULT. If a Default occurs under this Note or any of the Loan Documents, Bank may at any time
thereafter, take the following actions: Acceleration Upon Default. Accelerate the maturity of this Note and, at
Bank’s option, any or all other Obligations between Borrower and Bank; whereupon this Note and the accelerated Obligations shall be immediately due and payable; provided, however, if the Default is based upon a bankruptcy or insolvency
proceeding commenced by or against Borrower or any endorser of this Note, all Obligations shall automatically and immediately be due and


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payable. Cumulative. Exercise any rights and remedies as
provided under the Note, Loan Agreement, and other Loan Documents, or as provided by law or equity.


17. FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information as Bank may reasonably request from
time to time, including without limitation, financial statements and information pertaining to Borrower's financial condition as more particularly set forth in the Loan Agreement. Such information shall be true, complete, and accurate.


18. WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid
unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any
right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or
remedy.


Each Borrower or any person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of
maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may extend, modify or renew this Note or make a novation of the loan evidenced by this Note for any period, and grant any releases, compromises or indulgences
with respect to any collateral securing this Note, or with respect to any other Borrower or any other person liable under this Note or other Loan Documents, all without notice to or consent of each Borrower or each person who may be liable under
this Note or any other Loan Document and without affecting the liability of Borrower or any person who may be liable under this Note or any other Loan Document.


19. MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be
binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Note and the other Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing
in this Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein. Borrower shall not assign its rights and interest hereunder without the prior
written consent of Bank, and any attempt by Borrower to assign without Bank's prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan
Documents shall be governed by and construed under the laws of the state named in Bank's address shown above (Georgia) without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan
agreement or any commitment letter that survives closing, the terms of this Note shall control. Borrower's Accounts. Except as prohibited by law, Borrower grants Bank a security interest in all of Borrower's accounts with Bank and any of its affiliates. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state (Georgia) named in Bank's address shown
above. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid
under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the Borrower's address
shown above or such other address as Borrower may specify in writing form time to time, and to Bank, if in writing and mailed or delivered to Bank's office address shown above or such other address as Bank may specify in writing from time to time.
Borrower agrees to give all written notices by registered or certified mail, return receipt requested, all charges prepaid. In the event that Borrower changes Borrower's address at any time prior to the date the Obligations are paid in full,
Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions.
All references in the Loan Documents to Borrower, Subsidiary, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term
"person" shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank may, in its sole discretion, make advances for the reasonable costs of collection, maintenance, and protection of the
Bank’s liens, which shall be deemed to be advances under this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Posting of
Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next
banking


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day. Joint and Several Obligations. Each corporate entity
who signs this Note as a Borrower (as defined herein) is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time. Waiver of Exemplary Damages. The parties agree that they shall not have a remedy of punitive or exemplary damages against other parties
in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute.


WAIVER OF JURY TRIAL. BORROWER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT. FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF
BANK, NOR THE BANK'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT OF neither THE BANK, NOR BANK'S
COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.


Borrower acknowledges that the above paragraph has been expressly bargained for by the Bank as part of the loan evidenced hereby and that, but for Borrower’s agreement the Bank would not
have extended the loan for the term and with the interest rate provided herein.


     IN WITNESS WHEREOF, Borrower, as of the day and year first above written, has caused this
Note to be executed under seal.

	 	BORROWER:
	 	 
	 	1ST UNITED
        BANCORP, INC., a Florida
corporation
	 	 
	 	
By:  /s/ John Marino                                          

      John Marino, President



Taxpayer Identification Number: 65-0925265




	
STATE OF FLORIDA 
	
) 

	
COUNTY OF    Palm Beach           	
) 





     The foregoing instrument
was acknowledged before me this 2 day of July, 2008, by John Marino, as President
of 1ST UNITED BANCORP, INC., a Florida corporation, who   X   is personally
known to me _____ or produced
_________________________ as identification.


	
    (Notary Seal must be affixed)

      

            My Commission Expires:
	 /s/ Patricia Labelle                

        Notary Public (signature)

    _________________________

      Notary Public






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