Promissory Note - Simple (Demand or Single Payment) - Alaska

PROMISSORY NOTE (SIMPLE - SINGLE PAYMENT)

State of Alaska

Date of Note: [__/__/____]

Principal Amount: $[________________________________]

Maturity Date: [__/__/____]

Annual Interest Rate: [____]% per annum

PARTIES

Maker (Borrower):

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

Payee (Lender):

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

ARTICLE I. PROMISE TO PAY

1.1 Unconditional Promise. FOR VALUE RECEIVED, the undersigned Maker ("Borrower") unconditionally promises to pay to the order of Payee ("Lender"), or any subsequent holder of this Promissory Note (this "Note"), the Principal Amount stated above, together with all accrued and unpaid interest thereon, in lawful money of the United States of America, at the address of the Lender stated above or at such other place as the holder of this Note may designate in writing.

1.2 Negotiability. This Note is intended to be a negotiable instrument within the meaning of the Uniform Commercial Code as adopted in Alaska, AS 45.03.104, and shall be construed accordingly. This Note contains an unconditional promise to pay a fixed amount of money, is payable at a definite time or on demand, is payable to order, and contains no other undertaking or instruction by the Borrower to do any act in addition to the payment of money, except as permitted under AS 45.03.104(a)(3).

1.3 Consideration. The Borrower acknowledges receipt of the Principal Amount from the Lender as a loan, and that such loan constitutes good and valuable consideration for this Note.

ARTICLE II. INTEREST

2.1 Interest Rate. The unpaid Principal Amount shall bear interest from the date of this Note at the annual rate of [____]% per annum. Interest shall be computed on the basis of a 365-day year and actual days elapsed.

2.2 Alaska Usury Compliance. The legal rate of interest in Alaska is 10.5% per annum pursuant to AS 45.45.010(a). Parties may contract for a higher rate in writing pursuant to AS 45.45.020, provided that such rate does not exceed five (5) percentage points above the annual rate charged member banks for advances by the 12th Federal Reserve District on the day this Note is executed, unless the principal amount of this Note exceeds $25,000, in which case the contractual rate limitation of AS 45.45.010(b) does not apply.

2.3 Usury Savings Clause. Notwithstanding any provision of this Note to the contrary, in no event shall the amount of interest paid or agreed to be paid to the Lender exceed the maximum rate permissible under applicable Alaska law. If any excess interest is charged or received, the amount of such excess shall be applied first to reduce the unpaid Principal Amount, and any remaining excess shall be refunded to the Borrower. Any interest rate reduction required by this Section shall be accomplished by reducing the rate to the maximum lawful rate permitted at the time. The Borrower acknowledges that, pursuant to AS 45.45.030, if interest greater than that prescribed is received or collected, the Borrower may recover double the amount of excess interest within two (2) years of payment.

2.4 Default Interest Rate. Upon the occurrence and during the continuance of any Event of Default (as defined in Article V), the outstanding Principal Amount shall bear interest at the lesser of: (a) [____]% per annum; or (b) the maximum rate permitted under Alaska law. Default interest shall accrue from the date of default until the default is cured or the Note is paid in full.

ARTICLE III. PAYMENT TERMS

3.1 Single Payment at Maturity. The entire Principal Amount, together with all accrued and unpaid interest, shall be due and payable in full on the Maturity Date stated above.

3.2 Demand Note Alternative. ☐ Check here if this Note is payable on demand. If checked, the Lender may demand payment of the entire outstanding balance at any time by providing written notice to the Borrower. Payment shall be due within [____] calendar days after the Borrower receives such demand. If this box is checked, the Maturity Date above shall not apply, and this Note shall be payable on demand pursuant to AS 45.03.108(a).

3.3 Method of Payment. All payments shall be made by one or more of the following methods:

☐ Personal check or cashier's check

☐ ACH electronic transfer

☐ Wire transfer

☐ Other: [________________________________]

3.4 Place of Payment. All payments shall be made at the address of the Lender set forth above or at such other place as the holder of this Note may designate in writing from time to time.

3.5 Application of Payments. Payments shall be applied in the following order: (a) first, to any costs, fees, and expenses then due; (b) second, to accrued and unpaid interest; and (c) third, to the unpaid Principal Amount.

3.6 Business Day Convention. If any payment is due on a day that is not a Business Day (defined as any day other than a Saturday, Sunday, or legal holiday observed in the State of Alaska), payment shall be due on the next succeeding Business Day, and interest shall continue to accrue until such payment date.

ARTICLE IV. PREPAYMENT

4.1 Right to Prepay. The Borrower may prepay this Note, in whole or in part, at any time without premium or penalty. Any partial prepayment shall be applied first to accrued interest and then to the Principal Amount.

4.2 No Reborrowing. Any amount prepaid may not be reborrowed under this Note.

ARTICLE V. DEFAULT AND REMEDIES

5.1 Events of Default. Each of the following shall constitute an "Event of Default" under this Note:

(a) Payment Default. The Borrower fails to make any payment of principal, interest, or other amount due under this Note within [____] calendar days after the date such payment becomes due.

(b) Insolvency. The Borrower files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, makes an assignment for the benefit of creditors, or a receiver or trustee is appointed for all or a substantial part of the Borrower's assets.

(c) Misrepresentation. Any material representation or warranty made by the Borrower in connection with this Note or the loan transaction was false or misleading when made.

(d) Death or Incapacity. If the Borrower is a natural person, the death or legal incapacity of the Borrower.

(e) Cross-Default. The Borrower defaults under any other obligation owed to the Lender, whether or not related to this Note.

(f) Judgment. A final judgment is entered against the Borrower in an amount exceeding $[________________________________] and remains unsatisfied or unstayed for thirty (30) days.

(g) Material Adverse Change. A material adverse change in the financial condition of the Borrower that, in the reasonable judgment of the Lender, impairs the Borrower's ability to perform obligations under this Note.

5.2 Acceleration. Upon the occurrence of any Event of Default, the Lender may, at the Lender's option, declare the entire unpaid Principal Amount, together with all accrued interest, fees, and other amounts due under this Note, to be immediately due and payable without further demand, presentment, notice of intent to accelerate, notice of acceleration, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower to the fullest extent permitted by law.

5.3 Late Fee. If any payment due under this Note is not received by the Lender within [____] calendar days after the due date, the Borrower shall pay a late charge equal to the greater of: (a) $[____]; or (b) [____]% of the overdue payment amount. This late charge is in addition to, and not in lieu of, the default interest rate or any other remedy available to the Lender.

5.4 Collection Costs. If this Note is placed in the hands of an attorney for collection or if the Lender incurs any costs in collecting or attempting to collect amounts due under this Note, the Borrower shall pay all reasonable costs of collection, including but not limited to court costs, filing fees, service of process fees, and reasonable attorney fees. Attorney fees upon litigation shall be awarded to the prevailing party in accordance with Alaska Civil Rule 82, which provides for fee-shifting to the prevailing party in civil actions.

5.5 Cumulative Remedies. The rights and remedies of the Lender under this Note are cumulative and not exclusive of any other rights or remedies available at law or in equity.

ARTICLE VI. WAIVERS BY BORROWER

6.1 Waivers. The Borrower, and each surety, endorser, and guarantor of this Note, hereby waives:

(a) Presentment for payment, demand, notice of dishonor, protest, and notice of protest, as provided under AS 45.03.501 through AS 45.03.505;

(b) Any right to require the Lender to proceed against any other person or to exhaust any other security before enforcing this Note;

(c) Any defense based on any extension of time for payment, modification of terms, or release of security granted by the Lender;

(d) Diligence in collection and any requirement of notice of acceptance of this Note.

6.2 No Waiver by Lender. No failure or delay by the Lender in exercising any right, power, or remedy under this Note shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

ARTICLE VII. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Alaska, including the Alaska Uniform Commercial Code (AS 45.01 through AS 45.29) as applicable, without regard to conflict of laws principles.

7.2 Jurisdiction and Venue. Any action to enforce this Note shall be brought exclusively in the state or federal courts located in the State of Alaska, in the [________________________________] Judicial District. The Borrower hereby consents to personal jurisdiction in such courts and waives any objection to venue therein.

7.3 Jury Trial Waiver (Optional). ☐ Check here if the parties agree to waive jury trial. IF CHECKED: EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.4 Statute of Limitations. The parties acknowledge that the applicable statute of limitations for contract actions in Alaska is three (3) years pursuant to AS 09.10.053.

ARTICLE VIII. GENERAL PROVISIONS

8.1 Amendments. This Note may not be amended, modified, or supplemented except by a written instrument signed by the Borrower and the Lender or the then-current holder of this Note.

8.2 Successors and Assigns. This Note shall be binding upon and inure to the benefit of the Borrower, the Lender, and their respective heirs, executors, administrators, legal representatives, successors, and assigns. The Lender may assign or transfer this Note without the Borrower's consent. The Borrower may not assign or delegate obligations under this Note without the prior written consent of the Lender.

8.3 Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and shall not be impaired or invalidated.

8.4 Entire Agreement. This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings of any nature with respect to such subject matter.

8.5 Notices. All notices required or permitted under this Note shall be in writing and shall be deemed delivered when: (a) personally delivered; (b) sent by certified or registered mail, return receipt requested, postage prepaid; or (c) sent by nationally recognized overnight courier, in each case addressed to the parties at their addresses stated above or to such other address as either party may designate by written notice.

8.6 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Note.

8.7 Time of Essence. Time is of the essence with respect to all dates and time periods set forth in this Note.

8.8 Joint and Several Liability. If more than one person or entity has signed this Note as Borrower, the obligations of each such person or entity shall be joint and several.

ARTICLE IX. OPTIONAL PROVISIONS

9.1 Security. ☐ Check here if this Note is secured. If checked, this Note is secured by that certain [________________________________] (describe collateral or security instrument) dated [__/__/____]. A default under this Note shall constitute a default under such security agreement.

9.2 Guaranty. ☐ Check here if this Note is guaranteed. If checked, this Note is guaranteed by [________________________________] pursuant to a separate Guaranty Agreement of even date herewith.

9.3 Co-Borrower. ☐ Check here if there is a co-borrower. If checked, [________________________________] is a Co-Borrower jointly and severally liable for all obligations under this Note.

ARTICLE X. EXECUTION

IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of the date first written above.

BORROWER / MAKER:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

CO-BORROWER (if applicable):

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT BY LENDER / PAYEE:

The undersigned Lender acknowledges receipt of this executed Promissory Note and agrees to be bound by the terms herein to the extent applicable to the Lender.

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

NOTARY ACKNOWLEDGMENT (Optional)

STATE OF ALASKA

[________________________________] Judicial District

On this [____] day of [________________], 20[____], before me, the undersigned Notary Public in and for the State of Alaska, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature: [________________________________]

Notary Public in and for the State of Alaska

My Commission Expires: [__/__/____]

[NOTARY SEAL]

AMORTIZATION / PAYMENT RECORD

IMPORTANT NOTICES AND DISCLOSURES

NOTICE TO BORROWER: You are signing a legally binding promissory note. Before signing, you should read the entire document carefully and consult with an attorney if you have any questions about your rights and obligations.

ALASKA USURY NOTICE: Under Alaska Statutes AS 45.45.010 and AS 45.45.020, the legal rate of interest is 10.5% per annum. A higher rate may be agreed to in writing, subject to the limitations described in Article II of this Note. If you believe you are being charged interest in excess of the lawful rate, you may have the right to recover double the excess interest paid, pursuant to AS 45.45.030.

ATTORNEY FEE NOTICE: Under Alaska Civil Rule 82, the prevailing party in any civil action is entitled to an award of attorney fees. If legal action is necessary to enforce this Note, the court may award attorney fees to the prevailing party.

SOURCES AND REFERENCES

• Alaska Statutes Title 45, Chapter 03 - Negotiable Instruments (AS 45.03.101 et seq.)
• Alaska Statutes Title 45, Chapter 45 - Interest and Usury (AS 45.45.010 - AS 45.45.030)
• Alaska Statutes Title 9, Chapter 10 - Limitations of Actions (AS 09.10.053)
• Uniform Commercial Code Article 3, as adopted in Alaska
• Alaska Civil Rule 82 - Attorney Fee Shifting in Civil Cases
• Alaska Court System, Self-Help Center: https://courts.alaska.gov/shc/