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EXHIBIT 10.22
REVOLVING CREDIT NOTE
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$20,000,000.00
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Memphis, Tennessee
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November 30, 2006
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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 applicable law.
Borrower may, at its option, at any time and from time to time,
without prepayment penalty or premium, prepay this Note in whole or
in part. Early payments will not, unless ag
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