EXHIBIT 10.22
REVOLVING CREDIT
NOTE
|
|
|
|
|
$20,000,000.00
|
|
Memphis, Tennessee
|
|
|
|
November 30, 2006
|
Wilshire Acquisitions
Corporation , a Nevada
corporation, (the “Borrower”) promises to pay to the
order of FIRST TENNESSEE BANK NATIONAL ASSOCIATION, (the
“Lender”), in lawful money of the United States of
America, the principal amount of Twenty Million and 00/100 Dollars
($20,000,000.00) or so much as may be outstanding, together with
interest on the unpaid principal balance from time to time
outstanding. Interest shall be calculated from the date of each
advance until repayment of each advance. This Note is the note
referenced in that certain Loan Agreement of even date herewith
between Borrower, Lender and Beverly Hills Bancorp Inc. (the
“Loan Agreement”). Unless otherwise defined in this
Note, capitalized terms used herein shall have the meanings
ascribed to them in the Loan Agreement.
This Note, including unpaid
principal and all accrued and unpaid interest, is due and payable
in full on November 30, 2007 (the “Maturity
Date”). In addition, on each Interest Payment Date, Borrower
will make quarterly payments of all accrued and unpaid interest due
as of such Date, beginning March 1, 2007. For purposes of this
Note, the “Interest Payment Dates” shall be
March 1, June 1, September 1 and
November 30. Unless other wise agreed or required by
applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid
collection costs. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of
days the principal balance is outstanding. All installments of
interest, and the principal hereof, are payable at the office of
Lender, 845 Crossover Lane, Suite 150, Memphis, TN, 38117, or such
other address as the Lender may from time to time specify in
writing in accordance with the Loan Agreement.
The interest rate on this Note is
subject to change from time to time based on changes in an
independent index (the “Index”) which is the LIBOR Rate
(as hereinafter defined). The interest rate shall be subject to
adjustment on each Interest Payment Date (each such date an
“Interest Rate Change Date”). The “LIBOR
Rate” shall mean the London Interbank Offered Rate of
interest for an interest period of three (3) months, as
reported in The Wall Street Journal published on each
Interest Rate Change Date or, if The Wall Street Journal is
not published on such date, the last date immediately preceding
such date on which The Wall Street Journal is published.
Each change in the Index which results from a change in the LIBOR
Rate shall become effective, without notice to Borrower, on each
Interest Rate Change Date. The Index is not necessarily the lowest
rate charged by Lender on its loans. If during the term of this
Note publication of the The Wall Street Journal is
terminated or suspended, Lender may designate an alternative
publication to determine the LIBOR Rate. If the LIBOR Rate ceases
to be available, Lender may substitute an alternative but
comparable index upon at least 45 days prior written notice to
Borrower. Lender will tell Borrower the current LIBOR Rate upon
Borrower’s request. The interest rate will not change except
on an Interest Rate Change Date. Borrower understands
that Lender may make loans based on indices
other than the Index. The initial interest rate on this Note is
7.02% per annum. The interest rate of any Interest Rate Change
Date shall be the rate of 1.65% over the LIBOR Rate as of the
Interest Rate Change Date. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate
allowed by app