PROMISSORY NOTE (SIMPLE - ALASKA, UCC COMPLIANT)
I. DOCUMENT HEADER
Date: [EFFECTIVE DATE]
Borrower: [BORROWER LEGAL NAME], with principal place of business at [ADDRESS] ("Borrower").
Lender: [LENDER LEGAL NAME], with principal place of business at [ADDRESS] ("Lender").
Recitals
A. Borrower has requested that Lender extend credit in the principal amount of [PRINCIPAL AMOUNT] USD.
B. Lender is willing to make such loan on the terms set forth in this Promissory Note (this "Note").
C. This Note is intended to constitute a negotiable instrument under Alaska Commercial Code (UCC Article 3).
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
II. DEFINITIONS
"Business Day" - Any day other than a Saturday, Sunday, or legal holiday in Alaska.
"Event of Default" - Any event specified in Section VI.
"Interest Rate" - [___]% per annum, subject to Alaska usury limitations.
"Maturity Date" - [DATE].
"Outstanding Amount" - The unpaid principal plus all accrued interest, fees, costs, and expenses.
III. OPERATIVE PROVISIONS
3.1 Promise to Pay. Borrower unconditionally promises to pay to the order of Lender the Principal Amount, together with accrued interest, in lawful money of the United States.
3.2 Interest. Interest shall accrue at the Interest Rate from the date hereof until paid in full. Upon default, interest shall increase by [DEFAULT RATE INCREASE]%, subject to Section III.6.
3.3 Payment Terms.
(a) Scheduled Payments of [PAYMENT AMOUNT] commencing on [FIRST PAYMENT DATE].
(b) Payments by ACH or wire transfer.
(c) Application first to interest, then fees, then principal.
3.4 Prepayment. Borrower may prepay without penalty.
3.5 Conditions Precedent. Execution of this Note and absence of any Event of Default.
3.6 Alaska Usury Savings Clause. The parties intend to comply with Alaska usury law (AS 45.45.010). The legal rate is 10.5% per annum; parties may contract for any rate in writing. Any excess shall be applied to principal.
IV. REPRESENTATIONS & WARRANTIES
Borrower represents and warrants:
4.1 Organization & Authority.
4.2 Due Authorization; Enforceability.
4.3 No Conflicts.
4.4 Solvency.
4.5 Compliance with Laws.
V. COVENANTS & RESTRICTIONS
5.1 Affirmative Covenants. Timely payments, maintain existence, keep records, notify of defaults.
5.2 Negative Covenants. No senior indebtedness, no asset sales, no liens without consent.
VI. DEFAULT & REMEDIES
6.1 Events of Default. Payment Default, Covenant Default, Misrepresentation, Insolvency, Cross-Default.
6.2 Remedies. Acceleration, UCC remedies, set-off, collection costs recovery.
VII. RISK ALLOCATION
7.1 Indemnification by Borrower.
7.2 Limitation of Liability. No consequential damages. Lender's liability capped at principal and interest received.
7.3 Force Majeure.
VIII. DISPUTE RESOLUTION
8.1 Governing Law. Alaska law.
8.2 Forum Selection. Alaska state and federal courts.
8.3 Arbitration (Optional).
8.4 Jury Trial Waiver (Optional).
IX. GENERAL PROVISIONS
9.1 Amendments and Waivers.
9.2 Assignment.
9.3 Successors and Assigns.
9.4 Severability.
9.5 Integration.
9.6 Counterparts; Electronic Signatures.
9.7 Notice.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Promissory Note as of the date first written above.
Borrower:
_____________________________________
Name: ________________________________
Title: ________________________________
Lender:
_____________________________________
Name: ________________________________
Title: ________________________________
[Notary Acknowledgment, if required by state law]