Promissory Note
EXHIBIT 10.1
Promissory Note
| NUVERA COMMUNICATIONS, INC. | CITIZENS BANK MINNESOTA | OFFICER: JAB |
| 27 NORTH MINNESOTA STREET | 105 NORTH MINNESOTA STREET | Loan Number : 35787122 |
| NEW ULM, MN 56073 |
| Date: 04-16-2020 |
| BORROWER'S NAME AND ADDRESS
"I", "me" and "my" means each borrower above, "You" and "your" means the lender, its successors together and separately. and assigns. | Maturity Date: 04-16-2022 | |
| Loan Amount: $ 2,889,000.00 | ||
| Renewal Of: | ||
I promise to pay you, at your address listed above, the PRINCIPAL sum of TWO MILLION EIGHT HUNDRED EIGHTY NINE THOUSAND AND N0/100
Dollars $ 2,889,000.00
00 Single Advance. I will receive all of the loan amount on 04-16-2020 There will be no additional advances under this noten.
D Multiple Advance. The loan amount shown above is the maximum amount I can borrow under this note. On ________ I will receive $
and future principal advances are permitted.
Conditions. The conditions for future advances are
D Open End Credit. You and I agree that I may borrow up to the maximum amount more than one time. All other conditions of this note apply to this feature. This feature expires on
D Closed End Credit. You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions).
INTEREST. I agree to pay interest on the outstanding principal balance from 04-16-2020 at the rate of 1.000% per year until 04-16-2022
D Variable Rate. This rate may then change as stated below.
D Index Rate. The future rate will be the following index rate:
D No Index. The future rate will not be subject to any internal or external index. It will be entirely in your
control.
D Frequency and Timing. The rate on this note may change as often as
A change in the interest rate will take effect
D Limitations. During the term of this loan, the applicable annual interest rate will not be more than
% The rate may not change more than _______% each
Effect of Variable Rate. A change in interest rate will have the following effect on the payments:
ACCRUAL METHOD. You will calculate interest on a ACTUAL/360 basis.
POST MATURITY RATE. I agree to pay interest on the unpaid balance of this note owing after maturity, and until
paid in full, as stated below:
D on the same fixed or variable rate basis in effect before maturity (as indicated above).
00 at a rate equal to 18%
IXl LATE CHARGE. If I make a payment more than
10 days after it is due, I agree to pay a late charge of 5.000% OF THE LATE AMOUNT OF PRINCIPAL AND INTEREST WITH A MAX OF $250.00
D ADDITIONAL CHARGES. In addition to interest, I agree to pay the following charges which D are D are not included in the principal amount above:
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PAYMENTS. I agree to pay this note as follows:
18 MONTHLY PAYMENTS OF $162,613.28 BEGINNING 11-16-2020. THE ACTUAL AMOUNT OF MY FINAL PAYMENT WILL DEPEND ON MY PAYMENT RECORD.
ADDITIONAL TERMS. MINIMUM INTEREST CHARGE OF $10.00.
SEE ATTACHED SBA PAYCHECK PROTECTION PROGRAM LOAN ADDENDUM.
THIS LOAN IS 100% GUARANTEED BY THE SMALL BUSINESS ADMINISTRATION (SBA) AS OUTLINED IN LOAN AUTHORIZATION DATED____________FOR SBA LOAN #67192270-10 UNDER THE PAYCHECK PROTECTION PROGRAM COVID-19.
| D SECURITY. This note is separately secured by {describe separate document by type and date): |
| (This section is for your internal use. Failure to list a separate security document does not mean the agreement will not secure this note.) |
PURPOSE. The purpose of this loan is COMMERCIAL: SBA PAYCHECK PROTECTION PROGRAM LOAN
DEFINITIONS. As used in this note, "lX" means the terms that apply to REAL ESTATE OR RESIDENCE SECURITY. If I am giving you any real
this loan. "I," "me" or "my" means each Borrower who signs this note estate or a residence that is personal property, as security for this note, I
and each other person or legal entity (including guarantors, endorsers, have signed a separate security agreement. Default and your remedies for
and sureties} who agrees to pay this note (together referred to as "us"}. default are determined by applicable law and by the security agreement.
"You" or "your" means the Lender and its successors and assigns . Default and your remedies may also be determined by the "Default" and
APPLICABLE LAW. Minnesota law controls this note. rm o, f:,lffl§.. ;f.!em•® i es:!r,('p aragraphs below, to the extent they are not prohibited by
note which violates Minnesota law is not effective, u !ess e I :p i),its j:j·( r \}, o( 'rary tothesecurity agreement.
you and me to agree to a variation.
I will be in default if any of the following happen:
If any provision of this note is unenforceable, the i; st of the, ,ote ,;) J, p, .::•·· (1l '!f::if ail to make a payment on time or in the amount due;
remains in force. I may not change this note without t. u , pre -: , IA'.- ten(2) J)ail to keep the property insured, if required;
consent. Time is of the essence in this note.
\ :;:i;!:} ' ( 3) :!::fail to pay, or keep any promise, on any debt or agreement I
COMMISSIONS. I understand and agree that you (or your affiliate) will have with you, including this note;
earn commissions or fees of any insurance products, and may earn such (4) any other creditors of mine try to collect any debt I owe them
fees on other services that I buy through you or your affiliate. through court proceedings;
PAYMENTS. You will apply each payment I make on this note first to any(5} I die, am declared incompetent, make an assignment for the
amount I owe you for charges which are neither interest nor principal. benefit of creditors, or become insolvent (either because my
You will apply the rest of each payment to any unpaid interest, and then liabilities exceed my assets or I am unable to pay my debts as
to the unpaid principal. If you and I agree to a different application of they become due};
payments, we will describe· our agreement on this note. (6) I make any written statement or provide any financial information
I may prepay all or part of this loan without penalty unless we agree to that is untrue or inaccurate when it was provided;
something different on this note. Any partial prepayment I make will not (7} I do or fail to do something which causes you to believe that you
excuse or reduce any later scheduled payment until this note is paid in full will have difficulty collecting the amount I owe you;
(unless, when I make the prepayment, you and I agree in writing to the (8) any collateral securing this note is used in a manner or for a
contrary). purpose which threatens confiscation by a legal authority;
INTEREST. Interest accrues on the principal remaining unpaid from time to (9) I change my name or assume an additional name without first
time, until paid in full. If you give me my loan money in more than one notifying you;
advance, each advance will start to earn interest only when I receive it. ( 10) I fail to plant, cultivate and harvest crops in due season;
The interest rate in effect on this note at any time will apply to all the ( 11 l default shall also exist if any loan proceeds are used for a
money you advance at that time. Regardless of anything in this document purpose that will contribute to excessive erosion of highly
that might imply otherwise, I will not pay and you will not charge a rate of erodible land or to the conversion of wetland to produce or to
interest that is higher than the maximum rate of interest you could charge make possible the production of an agricultural commodity, as
under applicable law for the credit you give me (before or after maturity). provided by 7 CFR Part 12.
If you send any erroneous notice of interest, we mutually agree to REMEDIES. If I am in default on this note, you have, but are not limited
correct it. If you collect more interest than the law and this note allow, to, the following remedies:
you agree to refund it to me. (1) You may demand immediate payment of everything I owe under
INDEX RATE. The index will serve only as a device for setting the rate on this note;
this note. If the index is no longer available, I agree and consent to you (2) You may set off this debt against any right I have to the payment
selecting a substitute index and an alternative margin - all at your sole of money from you, subject to the terms of the "SET-OFF"
discretion. You will give me advance notice of your selection. As used in paragraph;
this section, "no longer available" includes, but is not limited to, when an (3} You may demand security, additional security, or additional
index is terminated, becomes deregulated, or becomes unacceptable for parties to be obligated to pay this note as a condition for not
use by a regulator. You do not guarantee by selecting this index, or the using any other remedy;
margin, that the rate on this note will be the same rate you charge on any (4) You may refuse to make advances to me or allow me to make
other loans or class of loans to me or other borrowers. credit purchases;
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ACCRUAL METHOD. You will calculate the amount of interest I will pay (5) You may use any remedy you have under state or federal law.
on this loan using the interest rate and accrual method in this note. When If you choose one of these remedies, you do not give up your right to
calculating interest, you will use the accrual method to determine the use any other remedy later. By waiving your right to declare an event to
number of days in a "year." If you do not state an accrual method, you be a default, you do not waive your right to later consider the event as a
may use any reasonable accrual method to calculate interest. default if it continues or happens again.
POST MATURITY RATE. In deciding when the "Post Maturity Rate" COLLECTION COSTS AND ATTORNEY'S FEES. I will pay all costs of
applies, "maturity" means: 1.} The date of the last scheduled payment collection, replevin (an action for the recovery of property wrongfully
stated in this note, or; 2.} The date you accelerate payment on the note, taken or detained}, or any other or similar type of cost if I am in default.
whichever is earlier. In addition, if you hire an attorney to collect this note, I will pay
SINGLE ADVANCE LOANS. If this is a single advance loan, you and I attorney's fees plus court costs (except where prohibited by law}. To the
expect that you will make only one advance of principal. However, you extent permitted by the United States Bankruptcy Code, I will also pay
may add other amounts to the principal if you make any payments the reasonable attorney's fees and costs you are charged to collect this
described in the "PAYMENTS BY LENDER" paragraph below. debt as awarded by any court under the Bankruptcy Code's jurisdiction.
MULTIPLE ADVANCE LOANS. If this is a multiple advance loan, you and IWAIVER. Unless prohibited by law, I give up my rights to require you to:
expect that you will make more than one advance of principal. If this is (1) demand payment of amounts due (presentment);
closed-end credit, I am not entitled to additional credit if I repay a part of (2} obtain official certification of nonpayment (protest);
the principal. (3) give notice that amounts due have not been paid (notice of
PAYMENTS BY LENDER. If you are authorized to pay, on my behalf, dishonor).
charges I am obligated to pay (such as property insurance premiums). Unless prohibited by law, I waive any defenses I have based on
then you may treat those payments made by you as advances and add suretyship or impairment of collateral.
them to the unpaid principal under this note. Or, you may demand OBLIGATIONS INDEPENDENT. I must pay this note even if someone else
immediate payment of the charges. has also agreed to pay it (by, for example, signing this form or a separate
SET-OFF. You may set off any amount due and payable under this note guarantee or endorsement).
against any right I have to receive money from you. You may sue me alone, anyone else obligated on this note, or any
"Right to receive money from you" means: number of us together, to collect this note. You may do so without any
( 1 ) any deposit account balance I have with you; notice that it has not been paid (notice of dishonor).
( 2 ) any money owed to me on an item presented to you or in your You may, without notice, release any party to the note without
( 3 ) any repurchase agreement or other nondeposit obligation. If you give up any of your rights, with or without notice, it will not
"Any amount due and payable under this note" means the total affect my duty to pay this note.
amount of which you are entitled to demand payment under the terms of Any extension of new credit to any of us, or renewal of this note by
this note at the time you set off. This total includes any balance the due all or less than all of us, will not release me from my duty to pay it. (Of
date for which you properly accelerate under this note. course, you are entitled to only one payment in full.) You may extend this
If someone who has not agreed to pay this note also owns my right to note or the debt represented by this note, or any portion of the note or
receive money from you, your set-off right will apply to my interest in the debt, from time to time without limit or notice. You may do this without
obligation, and to any other amounts I could withdraw on my sole request affecting my liability for payment of the note.
or endorsement. I will not assign my obligation under this note without your prior
Your set-off right does not apply to an account or other obligation written approval.
where my rights are only as a representative. It also does not apply to any FINANCIAL INFORMATION. I will provide you, at your request,
Individual Retirement Account or other tax-deferred retirement account. accurate, correct and complete financial statements or information you
You will not be liable for the dishonor of any check when the dishonor need. NOTICE. Unless otherwise required by law, you will give any
occurs because you set off this debt against one of my accounts. I will notice to me by delivering it or mailing it by first class mail to my last
assume the liability and relieve you of all responsibility for any such claim known address. My current address is provided in this note. I will inform
that occurs if you set off this debt against one of my accounts. you in writing of any change in my address. I will give any notice to you by
mailing it first class to your address as provided in this note, or to any other
address you give.
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