SENIOR NOTE
THIS OBLIGATION IS NOT A DEPOSIT
AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR
ANY OTHER FEDERAL OR STATE
GOVERNMENT AGENCY.
THIS SENIOR NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT"), ANY STATE SECURITIES LAW OR ANY
OTHER APPLICABLE SECURITIES LAW.
NEITHER THIS SENIOR NOTE NOR ANY
INTEREST OR PARTICIPATION THEREIN
MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
|
$6,500,000
|
San
Francisco, California
March 31,
2009
|
Belvedere SoCal, a California corporation (the
"Company") promises to pay to the order of Belvedere Capital Fund
II L.P. (the "Purchaser"), at the Company's office at One Maritime
Plaza, Suite 825, San Francisco, CA 94111 in lawful money of the
United States of America, the principal amount of $6,500,000,
together with interest on the part of the principal amount from
time to time remaining unpaid from this date until such principal
is paid at the rate provided below.
The principal of this Senior Note (the "Note")
shall be due and payable in full on July 1, 2009 (the "Final
Maturity Date").
The interest on this Note shall be due and
payable quarterly as it accrues on the first day of July until this
Note is paid in full, commencing on the first such day next
succeeding this date. In the sole discretion of Purchaser and upon
three business days prior notice to the Company, any quarterly
interest payment may be deferred and paid on the Final Maturity
Date
Interest on this Note shall be based on a fixed
rate of 15 % per annum. The amount of interest payable for any
interest period shall be computed on the basis of the actual number
of days in such interest period divided by 360.
The Company will pay Purchaser a $130,000
transaction fee in connection with its purchase of the Note, which
shall be added to the principal balance of the Note.
The Company shall have the right and privilege
of prepaying all or any part of this Note at any time, after the
full repayment of that certain promissory note dated as of March
18, 2008 to Pacific Coast Bankers' Bank (the "PCBB Note"), without
notice or penalty and all pre-payments on this Note shall be
applied first to accrued interest and the balance, if any, to
principal.
The indebtedness of the Company evidenced by
this Note, including the principal and interest, shall be (i)
subordinate and junior in right of payment to the PCBB Note and
(ii) deemed to be "Senior Indebtedness" for purposes of Fixed Rate
Junior Subordinated Deferrable Interest Rat
