EXHIBIT
10.1
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.
|
$500,000
|
San
Francisco, California
December 31,
2008
|
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 $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 April and 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.
On or before January 31, 2009, the Company will
pay Purchaser a $10,000 transaction fee in connection with its
purchase of the Note.
The Company shall have the right and privilege
of prepaying all or any part of this Note at any time 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 that certain
promissory note dated as of March 18, 2008 to
Pacific Coast
Bankers' Bank (the "PCBB Note") and (ii) deemed to be "Senior
Indebtedness" for purposes of Fixed Rate Junior Subordinated
Deferrable Interest Rate Debentures issued pursuant to that
certain
