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LOAN AGREEMENT

Loan Agreement

LOAN AGREEMENT | Document Parties: BEVERLY HILLS BANCORP INC | FIRST TENNESSEE BANK NATIONAL ASSOCIATION | WILSHIRE ACQUISITIONS CORPORATION You are currently viewing:
This Loan Agreement involves

BEVERLY HILLS BANCORP INC | FIRST TENNESSEE BANK NATIONAL ASSOCIATION | WILSHIRE ACQUISITIONS CORPORATION

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Title: LOAN AGREEMENT
Governing Law: Tennessee     Date: 3/16/2007
Industry: SandLs/Savings Banks     Sector: Financial

LOAN AGREEMENT, Parties: beverly hills bancorp inc , first tennessee bank national association , wilshire acquisitions corporation
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EXHIBIT 10.21

LOAN AGREEMENT

THIS LOAN AGREEMENT (hereinafter called this “Agreement”) is made and entered into this 30th day of November, 2006 by and between WILSHIRE ACQUISITIONS CORPORATION , a Nevada corporation (hereinafter called “Borrower”), BEVERLY HILLS BANCORP INC. , a Delaware corporation, (hereinafter called “Guarantor”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association having its principal office located in Memphis, Tennessee (“Lender”).

W I T N E S S E T H :

WHEREAS, Borrower desires to borrow from Lender up to Twenty Million Dollars ($20,000,000.00) from time to time outstanding pursuant to a revolving line of credit;

WHEREAS, Borrower is an indirect wholly owned subsidiary of Guarantor

NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions herein contained, the parties hereto hereby agree as follows:

AGREEMENTS

 

1.

COMMITMENT AND FUNDING .

1.1 The Commitment. Subject to the terms and conditions herein set out, Lender agrees and commits to provide a revolving line of credit (the “Loan”) to Borrower for up to Twenty Million Dollars ($20,000,000.00) outstanding from time to time. Such borrowing shall be evidenced by, and shall be payable in accordance with the terms and provisions of, a promissory note executed by Borrower, as maker, attached hereto and incorporated herein by reference (such promissory note together with any renewals, modifications and extensions thereof is herein referred to as the “Note”).

1.2 Funding . The advance of Loan proceeds hereunder shall be made, upon Borrower’s request, by depositing the same into a demand deposit account with Lender or wiring of funds per specific instructions of Borrower. The Loan to Borrower may be made, at Borrower’s request, in one or more advances, each of which shall be subject to the terms and conditions of this Agreement, including but not limited to Sections 2.1 and 2.2 hereof.

1.3 Application of Payments; Prepayments . All payments will be applied first to accrued and unpaid interest, then to principal. Borrower may, at its option, at any time and from time to time, without prepayment penalty or premium, prepay the Loan in whole or in part. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued and unpaid interest.

1.4 Interest Rate . The Loan indebtedness evidenced by the Note shall bear interest from date at the variable rate determined in accordance with the terms and provisions of the Note.

 

2.

CONDITIONS OF LENDING .

2.1 Loan Documents . The obligation of Lender to fund the Loan is subject to the condition precedent that Lender shall have received at or before the execution of this Agreement all of the following


in form and substance satisfactory to Lender; provided that if any of the following shall not have been furnished to Lender at or before the date of this Agreement, the same shall be furnished promptly thereafter unless Lender shall waive any such requirement in writing.

(a) The Note;

(b) This Agreement;

(c) Guaranty Agreement between Lender and Guarantor (the “Guaranty”);

(d) Commercial Pledge Agreement covering the stock in First Bank of Beverly Hills, a California state chartered bank (“Bank”), a subsidiary of Borrower (the “Pledge Agreement”, and together with the Note, the Guaranty and this Agreement, the “Loan Documents”);

(e) Current certificate of good standing for Borrower and Guarantor in the State of California;

(f) Certified corporate resolutions of Borrower and Guarantor authorizing the execution, delivery and performance of the Loan Documents;

(g) A copy of Guarantor’s Form 10-Q for the quarter ended September 30, 2006 and Form 10-K for the year ended December 31, 2005, it being understood that Lender is relying upon the audit report of Deloitte & Touche LLP contained in the Form 10-K in entering into this Loan Agreement, and Guarantor’s FR Y-9 Parent Company Only financial statement(s).

(h) The opinion of Borrower’s independent, third party counsel in the form approved by Lender, as to the due incorporation and valid existence and good standing of Borrower, the due authorization and execution by Borrower of the Loan Documents, the validity and enforceability of the Loan Documents against Borrower and such other matters as Lender shall require.

2.2 Other Conditions . The obligation of Lender to fund the Loan is subject to each of the following further terms and conditions:

(a) At the time of funding of any Loan advances hereunder, each of Borrower’s warranties and representations contained herein shall be and remain true and correct in all material respects. In addition, no Event of Default (as defined in Section 6 hereof) shall have occurred and be continuing, and, if requested by Lender, Borrower shall execute a certificate verifying each of such matters to be true in all material respects, if such be the case.

(b) At the time the Loan is closed hereunder, there shall have occurred, in the reasonable opinion of Lender, no material adverse changes in the condition, financial or otherwise, of Borrower or the Bank from the condition reflected in the most recent balance sheet included financial statements furnished pursuant to Section 2.1 hereof.

 

3.

REPRESENTATIONS AND WARRANTIES .

In order to induce the Lender to enter into this Agreement and to make the Loan, Borrower and Guarantor represents and warrants to the Lender (which representations and warranties shall survive the delivery of the Loan Documents and the funding of the Loan) that:

3.1 Corporate Status . Borrower is a corporation duly organized and existing under the laws of the State of Nevada, is duly qualified to do business and is in good standing under the laws of the State of California, and has the corporate power and authority to own its properties and assets and conduct its affairs and business.

 

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3.2 Corporate Power and Authority . Borrower has full power and authority to enter into this Agreement, to borrow funds contemplated herein, to execute and deliver this Agreement, the Note and the Pledge Agreement (the “Borrower Loan Documents”) executed and delivered by it, and to incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary corporate action; and the officer executing each of the Borrower Loan Documents is duly authorized to do so by all necessary corporate action. Any consents or approvals of shareholders of Borrower required as a condition to the validity of any Loan Document have been obtained; and each of the Borrower Loan Documents is the valid, legal, and binding obligation of Borrower enforceable in accordance with its terms.

3.3 No Violation of Agreements or Law . Neither Borrower nor Bank is in default under any indenture, agreement or instrument to which it is a party or by which it may be bound, which default would have a material adverse affect on the financial condition of Borrower and its consolidated subsidiaries taken as a whole. Neither the execution and delivery of the Borrower Loan Documents nor the consummation of the transactions therein contemplated, nor compliance with the provisions of the Borrower Loan Documents will conflict with, or result in the breach of, or constitute a default under, any indenture, agreement or other instrument to which Borrower is a party or by which it may be bound, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property of Borrower (other than pursuant to the Borrower Loan Documents), or violate or be in conflict with any provision of the charter or bylaws of Borrower.

3.4 Compliance With Law; Government Approvals .

(a) Borrower has complied and is complying with in all material respects all requirements, made all applications, and submitted all reports required by The Bank Holding Company Act of 1956, as amended, and any regulations or rulings issued in connection therewith, and the transaction contemplated hereby will not violate any such statutes, rules, rulings, or regulations nor will the consummation of said actions and transactions cause Borrower to be in violation thereof. Borrower has, as required, received all governmental approvals necessary for the consummation of the transaction contemplated herein.

(b) Borrower has complied and is complying with all other applicable state or federal statutes, rules, rulings and regulations except where the failure to have complied or be in compliance would not have a material adverse affect on the financial condition or results of operations of the Guarantor and its consolidated subsidiaries taken as a whole (a “Material Adverse Affect”). The borrowing of money as described herein and said actions and transactions will not violate any of such statutes, rules, rulings, or regulations.

3.5 Litigation . There are no actions, suits or proceedings pending or, to the knowledge of the Borrower threatened against Borrower, Guarantor or Bank before any court, arbitrator or governmental or administrative body or agency that, if adversely determined, would result in a Material Adverse Affect. Without limiting the generality of the foregoing, neither Borrower, Guarantor nor Bank is subject to any Supervisory Action (herein defined) by any federal or state bank regulatory authority. As used herein, “Supervisory Action” shall mean and include the issuance by any bank regulatory authority of a letter agreement or memorandum of understanding (regardless of whether consented or agreed to by the party to whom it is addressed); or the issuance by or at the behest of any bank regulatory authority of a cease and desist order, injunction, directive, restraining order, notice of charges, or civil money penalties, against Borrower, Guarantor or Bank or the directors or officers of either of them, whether temporary or permanent.

 

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3.6 Financial Condition . The consolidated balance sheets and the related statements of income of Guarantor, which have been delivered to the Lender pursuant to Section 2.1 hereof and the consolidated financial statements of Guarantor which will be delivered to Lender pursuant to Section 4.5 hereof are, or will be as of their respective dates and for the respective periods stated therein, complete and correct and fairly present the financial condition of Guarantor or Bank, as the case may be, and the results of operations of Guarantor or Bank, as the case may be, as of the dates and for the periods stated therein, and have been, or will be as of their respective dates and for the respective periods stated therein, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. There has been no material adverse change in the business, properties or financial condition of Guarantor and its consolidated subsidiaries since the date of the most consolidated financial statements furnished to Lender pursuant to Section 2.1 or 4.5 hereof except as set forth in Section 2.2(b) or otherwise disclosed to Lender in writing.

3.7 Tax Liability . Guarantor and its consolidated subsidiaries have filed all tax returns that are required to be filed by them, and have paid all taxes which have become due pursuant to such returns or pursuant to any assessments received by them except to the extent that Guarantor or any of its subsidiaries is contesting such taxes or assessments in good faith by appropriate proceedings.

3.8 Subsidiaries . Guarantor has separately provided to Lender a true and correct list of the subsidiaries of Guarantor as of the date of this Agreement.

4. AFFIRMATIVE COVENANTS . Guarantor covenants and agrees that, until the Note together with interest thereon is paid in full, unless specifically waived or approved by the Lender in writing (which waiver or approval will not be unreasonably withheld), Guarantor will, and will cause Borrower and Bank to:

4.1 Business and Existence . Perform all things necessary to preserve and keep in full force and effect the existence, rights and franchises of Guarantor and to comply in all material respects with all laws and regulations applicable to Guarantor, Borrower and Bank (the “Guarantor Group”), including, but not limited to, laws and regulations of state and federal authorities applicable to banks and bank holding companies.

4.2 Maintain Property . Maintain, preserve, and protect all properties used or useful in the conduct of the Guarantor Group’s business and keep the same in good repair, working order and condition.

4.3 Insurance . At all times keep the insurable properties of the Guarantor Group adequately insured and maintain in force (a) insurance, to such an extent and against such risks, including fire, as is customary with companies in the same or similar business, (b) necessary workmen’s compensation insurance, fidelity bonds and directors’ and officers’ insurance coverage in amounts reasonably satisfactory to Lender, and (c) such other insurance as may be required by law; and if required by Lender, deliver to the Lender a copy of the bonds and policies providing such coverage and a certificate of Guarantor executed by Guarantor’s chief executive officer or chief financial officer, as the case may be, setting forth the nature of the risks covered by such insurance, the amou


 
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